Transcription

1

2

3 Contents Company Profile 2 Message from the Top 4 Business Review 7 Hong Kong Macau China Taiwan MIHL Group Chart 19 MIHL Financial Highlights 20 MIHL Investment Portfolio Highlights 22 Hong Kong celebrates 110 Years of Spectacular Growth Olympics build-up intensifies Corporate Citizenship Leadership Development Customer Service Our People and their Professionalism Top Marks from the Market Place At the Helm 36 The Parent Manulife Financial Corporation 44 MFC Company Profile MFC President s Message MFC Consolidated Financial Statements

4 2 Company Profile Manulife International Holdings Limited (MIHL) is a member of Manulife Financial Corporation (MFC), which is headquartered in Toronto, Canada. MFC was the sixth-largest life-insurer in the world with a market capitalisation of approximately Cdn$61 billion (US$62 billion) as at December 31, MIHL provides a wide range of top-quality individual-insurance, wealth-management and group pension and protection products and services through its business operations in Hong Kong, China, Macau and Taiwan. Its goal is to be the premier provider of financialprotection and wealth-management services in Hong Kong, and ultimately Greater China. Its subsidiary, Manulife (International) Limited (MIL), is one of the most successful companies in the global group, consistently achieving solid business growth. MIL is accredited with the highest AAA financial rating by Standard & Poor s, reflecting its superior quality and consistent operating performance, very strong and highly diverse investment portfolio, extremely strong capital adequacy, and excellent enterprise risk-management framework. MIL owns a majority stake in Manulife-Sinochem Life Insurance Co. Ltd. (MSL), the first joint-venture life-insurance company in China, established in Shanghai in MSL made significant development strides in 2007, expanding its operation network to 28 cities in mainland China. AAA In addition to MIL, Manulife Asset Management (Hong Kong) Ltd. (MAMHK) and Manulife Provident Funds Trust Co. Ltd. (MPFTC) are subsidiaries of the MIHL group of companies. Parent company MFC is the biggest life-insurance company in Canada and the second-largest life insurer in North America, with operations in 19 countries and territories. Its common shares are listed on the stock exchanges of Toronto, New York, Hong Kong and the Philippines and, as at December 31, 2007, it had funds under management of Cdn$396 billion. Manulife International Holdings Limited 2007 Review

5 Company Profile 3 Our Vision Manulife Financial s vision is to be the most professional life insurance company in the world: providing the very best financial protection and investment management services tailored to customers in every market where we do business. Our Values In pursuing this objective, management seeks to operate Manulife Financial in accordance with certain core values: Professionalism We will be recognized as having professional standards. Our employees and agents will possess superior knowledge and skills, for the benefit of our customers. Real Value to Our Customers We are here to satisfy our customers. By providing the highest quality products, services, advice and sustainable value, we will ensure our customers receive excellent solutions to meet their individual needs. Integrity All of our dealings are characterized by the highest levels of honesty and fairness. We develop trust by maintaining the highest ethical practices. Demonstrated Financial Strength Our customers depend on us to be here in the future to meet our financial promises. We earn this faith by maintaining uncompromised claims paying ability, a healthy earnings stream, and superior investment performance results, consistent with a prudent investment management philosophy. Employer of Choice Our employees will determine our future success. In order to attract and retain the best and brightest employees, we will invest in the development of our human resources and reward superior performance.

6 4 Message from the Top Greater China: Continued Strong Growth Robert A. Cook President and Chief Executive Officer Manulife International Holdings Limited Manulife Financial experienced another year of record results with earnings at Cdn$4,302 million, representing an eight per cent increase over With a market capitalization of Cdn$60.9 billion (as at December 31, 2007), Manulife Financial ranked as the largest life-insurance company in Canada and the sixth largest in the world was a successful year for Manulife in Greater China as we opened new operations, launched pioneering products and developed our distribution channels. Indeed, our achievements were noted by the industry when in November, Manulife was named Life Insurance Company of the Year at the Asia Insurance Industry Awards This prestigious award, voted for by leading professionals in Asia s life insurance industry, recognized our continuing commitment to professionalism, excellent customer service and innovation with first-to-market products such as our newly launched variable-annuity products. Our Hong Kong business also had reason to celebrate when it reached the significant anniversary of 110 years of providing quality life insurance to local people. This long-term dedication to both individual and business customers is something of which we are all very proud and demonstrates our commitment to Hong Kong and to growing our business throughout the 10 Asian territories in which we operate. Manulife Taiwan s business continued to achieve considerable successes in 2007, significantly growing both its agency and bancassurance channels. Towards the end of the year, the Company Manulife International Holdings Limited 2007 Review

7 Message from the Top 5 successfully launched its new variable annuity the first of its kind in Taiwan through five local bank partners. Continuing its strong growth trajectory, Manulife-Sinochem (MSL) celebrated its 11th year in the PRC by establishing new operations in eight Chinese cities. MSL opened for business in the cities of Changzhou, Zhenjiang and Suzhou in Jiangsu Province, Jinan and Weifang in Shandong Province, and Taizhou in Zhejiang Province. The Company also deepened its footprint in Western China by establishing operations in Deyang and Nanchong in Sichuan Province, following the opening of its first branch in Western China in In addition, the Company was granted new licences to operate in Fuzhou in Fujian Province, Zigong in Sichuan Province and Yantai and Qingdao, both in Shandong Province. This momentum has continued into 2008 with the announcement in January that MSL has been granted a new licence in Nantong, Jiangsu Province, bringing the total number of city licences to 29 nationwide. Manulife prides itself on the strength of its leadership team and in October, we were named as one of the best companies in Greater China for quality of corporate leadership and leadership-development culture. Manulife was the only life insurer in Greater China to be given this prestigious accolade by Fortune magazine, global human resources firm Hewitt Associates and specialist leadership consultants, the RBL Group. As a proud TOP sponsor of the Beijing 2008 Olympic Games, our sponsorship continues to be the focus of our marketing initiatives across the Asia region, including Hong Kong, Taiwan and, of course, China. Manulife s theme for its sponsorship is Bringing Dreams to Life, highlighting our goal of improving the quality of life of local people in the communities in which we do business. An important aspect of our sponsorship is the support we provide to Greater China s athletes as they strive for Olympic glory. In September, MSL announced that it is to sponsor the Chinese taekwondo team as it prepares for the Games in August, while Taiwan was also honoured to announce that Su Li Wen, a leading taekwondo athlete, would be its Olympic Ambassador in Meanwhile, 10 Olympic hopefuls from Hong Kong continued to benefit from Manulife Hong Kong s sports scholarship program as they train for the XXIX Olympiad. As we look ahead, I expect to see continued strong growth from our business in Greater China as we maintain our focus on growing our distribution channels and on offering world-class insurance and wealth-management products, backed up with excellent customer service. We are proud of what we have achieved in 2007 and I look forward to another successful and prosperous year in The RBL Group Robert A. Cook President and Chief Executive Officer Manulife International Holdings Limited

8

9 Business Review 7 Manulife Hong Kong s Senior Management Team 01. Michael Huddart Executive Vice President and General Manager, Hong Kong Manulife (International) Limited () 02. Bonnie Tse Vice President, Wealth Management Manulife (International) Limited () 03. Ellen Mok Senior Vice President Information Systems, Asia Manulife Financial 04. Michael Chan Vice President, Distribution, Hong Kong Manulife (International) Limited () 05. Robert Elliott Vice President Agency Operations, Hong Kong Manulife (International) Limited 06. Alan Merten Vice President, Employee Benefits Manulife (International) Limited () 07. Amy So Vice President Administration and Services, Employee Benefits Manulife (International) Limited 08. George Chew Vice President Individual Financial Products Manulife (International) Limited () 09. Trevor Kreel Vice President and Chief Financial Officer, Hong Kong Manulife (International) Limited 10. Bonita Leong Vice President Marketing and Finance, Individual Financial Products Manulife (International) Limited

10 8 Business Review HONG KONG Profitable Growth Manulife Hong Kong celebrated its 110th birthday with continued strong performance and profitable growth in Funds under management increased 42 per cent to HK$158.2 billion in 2007, while premiums and deposits grew by 28 per cent to HK$27.3 billion. Our commitment to providing customers with innovative products and solutions for their financial-planning needs, expanding our agency force and other distribution channels, and excelling in customer service were the mainstays of this upward momentum. Individual Financial Products The Hong Kong economy continued to flourish in 2007, with domestic consumption and investment contributing most to the boom. The unemployment rate declined to new lows while the stock and property markets hit fresh highs. The biggest insurance success-story was the rising popularity of investment-linked plans. Individual Insurance Investment-linked products were our chief wealth-accumulation target last year and living benefits was our key focus in terms of protection products. We launched Matrix to meet the growing demand for both. Matrix gives customers a cafeteria approach to financial planning they can pick and choose according to changing needs. Product innovation earned Manulife the Capital Weekly Pro Choice Award. Manulife International Holdings Limited 2007 Review

11 Business Review 9 Matrix is a whole-life, investment-linked insurance plan with a wide range of insurance-protection and wealth-accumulation options, unbundled to enable flexibility in meeting life-stage needs. It is a total financial-planning solution and its appeal helped us more than triple our investment-linked regular-premium sales. We launched three first-in-market living-benefits products in 2007: the Golden Lifestyle Hospital Benefit, which provides hospital reimbursement insurance, with guaranteed renewability up to age 100 and the option to step up benefit at retirement age regardless of medical condition; Long Term Care Continuing Income Benefit, which provides a subsidy to retirement income on becoming longterm-care disabled; and an Inflation Protector Option on Critical Illness Cover. Campaigns and promotional workshops were run to highlight the need to protect now, invest for tomorrow. Our persistency rates continued to improve. General Insurance General insurance business grew by six per cent in gross written premiums. During the year, promotional offers such as pet, travel and private-car insurance were introduced. We also enhanced the e-application of our travel insurance. Manulife Credit Cards A Manulife Platinum Card was made available to provide superior benefits for our most credit-worthy customers. We also undertook various well-received direct-mail initiatives, including an Agent-Get- Members Program and Cross-Selling Programs for privileged and individual-insurance customers.

12 10 Business Review Wealth Management Despite strong competition in the market, our wealth-management business scaled new heights in With competitive and innovative product offerings that cater to customers financial needs at different life stages, and outstanding service quality, new business increased by 53 per cent and assets under management grew 62 per cent. Innovative Fund Choices and Competitive Investment Solutions Eight new funds, including the Russia Equity Fund and Turkey Equity Fund, were added to our mutual-fund platform, Manulife Global Fund (MGF), giving it a total of 20 open-ended fund choices. These provide diverse levels of risk and return as well as comprehensive geographical coverage and sector specialisation. Nine MGF funds (share classes A and AA) recorded double-digit returns, the best performer being the India Equity Fund (Share Class AA), with 67.1 per cent 1,2. AAA AA 1,2 Year-to-date Cumulative Performance Funds (as of December 31, 2007) India Equity Fund (Share Class AA) 67.1% 1,2 China Value Fund (Share Class A) 51.7% 1,2 Hong Kong Equity Fund (Share Class A) 43.5% 1,2 AA 1,2 A 1,2 A 1,2 Manulife Investment Solutions (MISo), the investment-linked insurance product, also saw four new funds added the Taiwan Equity Fund, Global Contrarian Fund, Global Emerging Markets Debt 1 Source: MFC Global (US), Manulife Asset Management and Morningstar, NAV to NAV, USD, dividends reinvested. 2 Year-to-date Cumulative Performance (from March 31, 2007 to March 31, 2008) for India Equity Fund (Share Class AA), China Value Fund (Share Class A) and Hong Kong Equity Fund (Share Class A) are 28.75%, 24.39% and 12.24% respectively. 1 2 AAA A Manulife International Holdings Limited 2007 Review

13 Business Review 11 Fund and Global Strategic Income Fund. Customers can now select from a total of 31 funds, most of which posted attractive returns in Star performer was the Korean Equity Fund, unique to MISo, with a return of 47 per cent 3,4. A Revolutionary Retirement Product The launch of Manulife Secure IncomePlus (MSIP), a first-of-its-kind variable-annuity product, was a highlight of the year. MSIP offers a guaranteed withdrawal benefit, and provides investors with a guaranteed long-term income stream with growth potential, helping them to ensure a financially secure retirement. More seminars, more staff A number of investment seminars were organised throughout the year to provide customers with the most up-to-date market information and investment opportunities. To ensure continuing high quality of service to our increasing client base, we expanded staffing by 20 per cent. Manulife Investment Solutions and Manulife Secure IncomePlus are investment-linked insurance plans offered by Manulife (International) Limited. Investment involves risks. Fund prices may go down as well as up. Past performance figures shown are not indicative of future performance. Please refer to the Principal Brochure or Prospectus for further details and charges. Investments in the emerging markets may be subject to special risks and the risks could be substantially higher than the risks normally associated with the world s more established stock markets. Investment involves risk. Past performance is not indicative of future performance. Please refer to the Principal Brochure and Prospectus for further details and charges. 3 Source: Manulife Asset Management (Hong Kong) Limited 3,4 3 4 Year-to-date Cumulative Performance (from March 31, 2007 to March 31, 2008) for Korean Equity Fund is 17.78%. 4 Wealth Management seminars keep customers updated on the investment landscape. Manulife brings the first variable-annuity product with guaranteed regular withdrawals to Hong Kong. Quarterly lifestyle magazine for wealth-management customers.

14 12 Business Review Employee Benefits Despite intense competition in the market, we continue to register strong growth in the Employee Benefits business, and have maintained our position as the second-largest provider 1 in the MPF industry, with a 16.5 per cent 2 market share. New business had increased by 33.8 per cent by the end of December 2007, while the number of in-force customers grew by 9.8 per cent. 1 2 This outstanding performance is mainly attributable to our superb service quality, comprehensive product offerings and effective distribution and promotional efforts. With the retirement of Nick Crouch, who led this division with such success over the last decade, the year saw Alan Merten succeed him in that role. Pensions Our Pensions business goes from strength to strength. Our net asset intake grew strongly during the year. Supported by a singularly strong economy and the bull market in equities, we received HK$3.51 billion in transferred assets, bringing our assets under management to HK$51.7 billion as at the end of 2007, a rise of 28.6 per cent compared to e-contribution for Ease of Mind promotion attracted MPF employer customers to make use of Manulife s online contribution service. e SureSteps Retirement Planner advanced retirement planning tool with direct link to MPF accounts. The promotion of the limited edition of commemorative Octopus Card received overwhelming response. Manulife International Holdings Limited 2007 Review

15 Business Review 13 In 2007, we attracted more than 77,000 new account-holders, mostly holders of Preserved Account and Flexi Retirement Contribution Account. Regular contributions hit HK$5.45 billion. The Manulife MPF China Value Fund in our Manulife Global Select (MPF) Scheme, remained one of the main attractions to draw new business from employers and employees alike, with total size of the fund standing at HK$5.82 billion by end of MPF During the year, we devised a promotion that offered a Limited Edition Commemorative Octopus Card, featuring an equestrian design, to stimulate both employee and employer business. The results were exceptional. Protection Group life and health business continued to be challenging in a very competitive arena. Our persistently high renewal rate on annual premium represented good business quality. We continued to be the choice of most employers for employees insurance benefits, in terms of the number of in-force policies issued 3. 3 A life conversion privilege was introduced as a standard feature of our group life insurance coverage in January. 1 According to the MPF Watch Annual Report 2007 published by Watson Wyatt, Manulife is in second spot among the top 10 MPF service providers in Hong Kong. The Survey includes the major service providers (in terms of assets within master trusts) and the aggregated assets under supervision has surpassed 90 per cent of the entire MPF market as at December 31, The calculation of market share is based on the following information: 2 (i) Aggregate Net Asset Values of all MPF Schemes: HK$ billion (include assets transferred from ORSO scheme) (Source: MPFA Statistical Digest. Data as of December 31, 2007). (i) (ii) Aggregate Net Asset Values of Manulife MPF Schemes as of December 31, 2007: HK$43.79 billion (Source: Manulife Asset Management (Hong Kong) Limited). (ii) HKFI Statistics Report on Medical Insurance Business 3 Investment involves risks. Past performance is not indicative of future performance. Please refer to the Offering Document for details and charges of the MPF Scheme.

16 14 Business Review Customer Relationship Management Fostering a long-term relationship with valued customers has always been a top priority for Manulife. As the Life-Insurance Partner of the Beijing 2008 Olympic Games, we organised a lucky draw for Privileged Customers to win a trip to the Games and commemorative Fuwa chopsticks. The undertaking of an e-survey was also designed to enhance the relationship with our Privileged Customers. The information collected will enable us to better identify their needs and cater to them with our professional solutions and special offers. Bancassurance In order to provide its sophisticated-customer segments with a full suite of financial products, Manulife worked with its bancassurance partner CITIC Ka Wah Bank to establish a Financial Planner Team at the bank. And by making Matrix and Manulife Secure IncomePlus available to the bank s customers, we boosted an already comprehensive product range for them. The provision of financial-protection, retirementsavings and wealth-management products via this new distribution channel demonstrated our commitment to bringing ever more dreams to life. Going forward, we are determined to expand our bancassurance business by deepening the cooperation with our existing partner and actively exploring new alliances. Commemorative Fuwa Chopsticks for Privileged Customers. Manulife s individual-insurance and wealth-management products are distributed via CITIC Ka Wah Bank. Manulife International Holdings Limited 2007 Review

17 Business Review 15 MACAU Against a backdrop of tremendous economic growth, and an increase in resources and investment, together with a fast-growing agency force, Manulife Macau continued to break records in There was a 23 per cent rise in new business and the total premium reached 63 million patacas. Following its successful launch in Hong Kong, Macau also introduced Matrix, the first investment-linked product that combines insurance, savings and investment elements and caters to customers need for financial flexibility. An ATM payment service was introduced, allowing customers to pay their premium whenever they like. While internal operations were enhanced to shorten the turnaround time of new business issuance as well as policy changes process. Despite tight human resources, the agency force still saw a 16 per cent increase. Staff and insurance/financial advisors benefited from professional training provided by the company. The branch also participated in various charity events, raising 10,000 patacas in the Walk for Millions. Advisors in Macau participated in an agency conference in Dongguan, China. Investment seminar in Macau Tower to promote the launch of Matrix.

18 16 Business Review CHINA It was another remarkable year for Manulife-Sinochem (MSL), which continued to make significant strides in a market full of challenges and opportunities. With excellent support from its dedicated staff and agency force and a focus on product innovation, MSL delivered exceptionally strong business results. Ongoing commitment to professionalism and strong management helped maintain its leadership position among foreign joint-venture life-insurance companies as the mainland capital market continued to develop. The company s new business posted a solid growth of more than 25 per cent, while its agency force increased by more than 35 per cent. Total premium income for the year rose 27 per cent to more than RMB1.1 billion, with a customer base rising to more than 370,000. MSL continued to expand its business across China at a brisk pace, with 11 new operations coming on stream in 2007 the fastest growth in the history of the company. Manulife International Holdings Limited 2007 Review

19 Business Review 17 Its product quality and service excellence gained widespread recognition. It received the Reward of Wanlixing 315 Consumer Service Satisfactory Company accolade, as well as being ranked as one of the Top Ten Insurance Companies of 2007 by China Business News. And it was designated the Best Brand of Joint Ventures or Foreign Life Insurance by Sohu. As the exclusive Worldwide Life-Insurance Partner of the Beijing 2008 Olympic Games, MSL launched a series of activities to help spread the Olympic ideals. A Bringing Dreams to Life Official Signing Ceremony for Manulife-Sinochem & the Chinese National Taekwondo Team was held in November and in the same month, a countrywide Olympic Smiles book-donation program was organised with almost 50,000 books collected in just two months destined to fill the shelves of almost 100 MSL Libraries for underprivileged students. Leveraging the exciting opportunities presented by the historic Beijing event, MSL is gearing up to drive its business ever harder with the goal of becoming the most valued insurance brand in the country. Internal-recognition activity to promote Olympic Smiles book-donation campaign. Manulife-Sinochem is proud to be the sponsor of the Chinese National Taekwondo Team.

20 18 Business Review TAIWAN It was a banner year for Manulife Taiwan, the only life-insurance company with a Standard & Poor s AAA rating in the market. Firstyear premium saw spectacular growth of 124 per cent, while total premium rose by 74 per cent. Sales and back-office staff expanded by 21 per cent to more than 1,700. We introduced six funds from the Manulife Global Fund portfolio to the local market, and MGF chalked up total sales worth US$92 million. Taiwan s first Guaranteed Withdrawal Benefits product, AVA, proved to be a great door-opener and helped attract new bancassurance partnerships, which now total seven. It came as no great surprise, then, that we were named Life Insurance Company of the Year in Asia by the Asia Insurance Review. As the sole life-insurance partner of the Beijing 2008 Olympic Games, we sponsored a family walk with the theme March to the Olympics! Cheer for Taiwan! On the community-service front, our ongoing Hope 101 campaign raised NT$1 million, through CD sales and concerts, for children of low-income cancer sufferers. AAA 101 Taekwondo athlete Su Li Wen (top left) is Manulife Taiwan s Olympic Ambassador. Hope 101 campaign helped raise funds to support children of low-income cancer sufferers. 101 Manulife International Holdings Limited 2007 Review

21 MIHL Group Chart 19

22 20 MIHL Financial Highlights Total Assets Under Management Total assets under management in 2007 rose to HK$171.4 billion, an increase of 157 per cent over the 2003 figure. Total Premiums and Deposits Premiums and deposits from all policies in force in 2007 increased to HK$27.2 billion, a surge of 140 per cent as compared to Benefits Paid Benefits paid to policyholders reached nearly HK$8 billion in Policy Dividends Paid Dividends paid to policyholders grew to HK$878 million in 2007, an increase of more than 23 per cent since Number of Individual Policies in Force The total number of polices in force in 2007 increased more than 51 per cent over the number recorded in Number of Agents Our agency force has increased from 6,823 in 2003 to 12,892 by the end of 2007, a surge of nearly 89 per cent. Manulife International Holdings Limited 2007 Review

23 MIHL Investment Portfolio 21 Backing MIHL s policy liabilities to its customers is a diverse portfolio of high-quality assets. Investment Portfolio by Type Investments are diversified between bonds, stock, cash and mortgages. Investment Portfolio by Currency Invested assets include a high proportion of investments denominated in U.S. dollars and HK dollars, partly as a result of all MPF deposits being in HK dollars. Investment Portfolio by Grade The bond portfolio contains primarily top-quality government and corporate AAA-rated bonds. The split by grade is based on ratings issued by Standard & Poor s, Moody s and Fitch Ratings. AAA

24 Highlights Hong Kong celebrates 110 Years of Spectacular Growth Manulife and Hong Kong have expanded in tandem for 11 decades: as the former trading colony metamorphosed into an economic powerhouse, so the small agency operation launched in 1897 became a household name an AAA-rated insurance giant with an unrivalled reputation for quality and value. To mark this important milestone, we produced 110 sets of commemorative stamps and first-day covers so customers, staff and advisors could join us in celebrating the anniversary. Milestones for Manulife in Hong Kong: Manulife International Holdings Limited 2007 Review

25 2007 Highlights 23 AAA

26 Highlights Olympics build-up intensifies As Olympic fever began to grip Hong Kong, we activated a series of advertising, sponsorship, community and staff initiatives to leverage our privileged status as the Worldwide Life-Insurance Partner of the Beijing 2008 Olympic Games, as well as to bring the community closer to the spirit and excitement of this historic event. We embarked on a major advertising campaign with Bringing Dreams to Life as its theme. Print media, billboards and bus bodies were utilized to illustrate how Manulife can help its customers and the community realise their dreams. Our sponsored athletes Lee Chi Wo and Yip Pui Yin were featured in the ads. We also launched a special Olympics Web site, the first news-related portal by an Olympic Games Partner, a highlight of which was an interactive equestrian game. With equestrianism being Hong Kong s unique contribution to the Beijing 2008 Olympic Games, we also sponsored a summer course for children to learn more about the sport. Manulife supported the Advertising on outdoor billboards and bus bodies, illustrating HKSAR s Olympic City Dress Manulife s Bringing Dreams to Life brand promise. Up activity to promote the Beijing Olympic Games. Manulife International Holdings Limited 2007 Review Hong Kong General Manager Michael Huddart unveiled the Olympic countdown clock at Manulife office.

27 2007 Highlights 25 To mark the 300-day countdown to the lighting of the Olympic flame, the Government staged an Olympic City Dress Up, to which we contributed with bunting, banners and posters. A clear manifestation of the company s support for the development of sport in Hong Kong was the Manulife Hong Kong Sports Scholarship, which benefited 20 elite local athletes over the last two years giving them the best possible preparation for a successful Olympics bid. For the third year running, we were a Gold Sponsor of the Hong Kong Sports Stars Awards, designed to salute successful local athletes and encourage community involvement in sport. Finally, Operation Olympic Smiles enthused many children at special nursery and care centres with the joy and friendship that characterise the Olympics and that was conveyed in visits by Manulife staffers who presented them with Olympic Games mascot soft toys. A mini sports day helped spread the spirit and joy of the Olympic Games. Manulife Hong Kong Sports Scholarship subsidized training expenses for elite athletes. Olympic mascot toys brought smiles to children at Caritas Centre.

28 Highlights Manulife International Holdings Limited 2007 Review

29 2007 Highlights 27 Corporate Citizenship Giving back to the community is a fundamental part of our corporate credo. The main focus of our charitable efforts is on the most vulnerable members of society children, the elderly and the unwell. Volunteerism is strongly encouraged and enthusiastically engaged in by Manulifers. In 2007, the Manulife Centre for Children with Specific Learning Disabilities, that we support through our Manulife Charitable Foundation, received its 5,000th student and has now provided training for 240 specialist teachers. We also helped children with special educational needs by equipping a HK$300,000 Sensory Integrative Room for them at the Heep Hong Society s Mary Wong Centre. Under our Operation Smiles program, we distributed Olympic-mascot toys to another of the Society s centres, in Chai Wan. And some 70 senior citizens living in Helping Hand self-care homes on the Siu Sai Wan Estate were treated to seasonal Mid-Autumn Festival specialities, delivered by Manulifers who stayed for a much appreciated get-together with the old folk. Manulife equipped special-needs facility for Heep Hong Society by setting up a Sensory Integrative room. Festive joy and warmth for senior citizens during Mid-Autumn festival.

30 Highlights Management and staff visited young thalassaemia patients at the Prince of Wales Hospital in December, bringing Christmas presents to the children and donating HK$200,000 to the Children s Thalassaemia Foundation to fund a new magnetic resonance treatment method. This formed part of the annual Operation Santa Claus initiative organised by the South China Morning Post and Radio Television Hong Kong. Another perennial fund-raiser is the Red Cross blood-donation drive, to which some 600 Manulifers contributed last year bringing the total of Manulife donors to around 8,000 over the last quarter of a century. We made donation as well as supporting Manulifers to participate in various charity fund raising activities, including the Hong Kong Cancer Fund s Stride for a Cure, Green Power Hike and Community Chest s Hong Kong and Kowloon Walks for Millions. For the sixth year running, we were the top fund-raisers (more than HK$600,000) at the Community Chest s Hong Kong and Kowloon Walks for Millions, in which more than 1,000 Manulifers took part, cheered on by Olympic Games Fuwa mascot Huan Huan. Walks for Millions is a long-standing staff volunteering event in Manulife s calendar. Blood-donation centres were set up at Manulife s office for staff volunteers. Manulife International Holdings Limited 2007 Review

31 2007 Highlights 29 Leadership Development At Manulife, we value leaders and groom future leaders. We believe it is through good leadership and management capability that the Company is able to maintain its core strength and achieve its continuing success. Stepping up the momentum of 2006 s focus on leadership development, a new Leadership Essential II training series targeted all middle-management staff, thus adding to the hundreds of hours of assessment and training already invested in developing our people to be the best in the business. Such efforts were recognised by Fortune magazine, which named us as one of the Top Companies for Leaders in Greater China the only insurance firm, indeed, the only Hong Kong company to be so honoured. Customer Service Typifying our well-documented passion for customer-service excellence last year was Lam Hiu Pun, winner of the prestigious Hong Kong Call Center Association (Inbound Call Center) Agent of the Year award for his exemplary way with Manulife s individualinsurance-product customers. Manulife was the only insurance company in Greater China to be honoured by Fortune magazine. Lam Hiu Pun acclaimed for his excellent customer service.

32 Highlights On the technological front, further enhancements were made to the self-service features of our Customer Web site to offer better all-round functionality as well as the means of checking account information on it. We will continue to invest in leading-edge online capabilities. Our People and their Professionalism Internal incentive programs play an important role in giving our advisors a goal to aim for. Last year, our Super Heroes Sales Contest achieved 116 million production credits, while the First Among Equals Go for Gold incentive posted a 22 per cent increase in production credits, and a 30 per cent higher case count. Overall sales rose by 16 per cent. FAE Our top advisors are regularly rewarded with invitations to join various overseas events. Last year, about 200 qualified to attend the Elite Conference in Dubai and almost 1,000 qualified for our Tokyo Conference the highest number in Manulife Hong Kong history. All our top advisors and managers were feted and honoured at the annual Agency Dinner. External recognition of our agents achievements was evidenced by the fact that at the end of 2007, we had 136 advisors qualified for international Million Dollar Round Table membership. International Quality Awards were earned by 452 agents while 106 managers received the General Agents and Managers Association Award. Manulife International Holdings Limited 2007 Review

33 2007 Highlights 31 Caring and Professional Advisors More kudos for the professionalism of our advisors accrued from our being named Best Company for Financial Planning Excellence by the Institute of Financial Planners Hong Kong and the South China Morning Post. And advisor Annie Ho struck Gold in the Life Underwriters Association of Hong Kong s Best Financial Planner Awards. Making Life More Beautiful, a book of touching stories culled from our advisors client encounters as presented in our industry-first Caring and Professional competition, was published, with proceeds going to the Children s Cancer Fund. Manulife is the first insurer to compile a book of caring-agent stories. Manulife s professional financial planners outdo competition to take home IFPHK s Hong Kong s Best Company for Financial Planning Excellence award.

34 Highlights District Manager of the Year Highest Production Peter Shum Kowloon South Highest Productivity Raymond Chan Victoria East Highest Growth Paul Tang Paul Tang s District Senior Branch Manager of the Year Highest Production Chi-Wai Chan C.W. Chan s Branch Highest Productivity Louis Chan Louis Chan s Branch Highest Growth Ricardo Lai Ricardo Lai s Branch Branch Manager of the Year Highest Production Dominic Ng Central District Highest Productivity Joan Ho Central District Highest Growth William Pang George Lung s District Manulife International Holdings Limited 2007 Review

35 2007 Highlights 33 Senior Unit Manager of the Year Highest Production Eddy Leung Ricardo Lai s Branch Highest Productivity Daniel Leung Peninsula East Highest Growth Eddy Leung Ricardo Lai s Branch Unit Manager of the Year Highest Production Gordon Cheung Ricardo Lai s Branch Highest Productivity Nelson Fung Island East Highest Growth Gordon Cheung Ricardo Lai s Branch Outstanding Achiever Underwriter of the Year Joan Ho Central District Centurion of the Year Christine Poon Central District Rookie of the Year Angel Chiu Kowloon South Highest Production Credits Award of the Year Joan Ho Central District

36 Highlights Manulife International Holdings Limited 2007 Review

37 2007 Highlights Top Marks from the Market Place There is no better barometer of a company s performance than the accolades it receives from its peers and the public and once again, Manulife garnered an enviable share of these. 1. Sing Tao Excellent Services Brands Award Fortune Magazine Greater China s Top Companies for Leaders 3. Capital Weekly Pro Choice Awards Yahoo! Emotive Brand Award Yahoo! Reader s Digest Trusted Brands Gold Award East Week Hong Kong Service Award Next Magazine Top Service Awards 8. Caring Company 9. Asia Insurance Review Awards 2007 Life Insurance Company of the Year /2007 Walks for Millions Challenge Cup Overall Top Fund-raiser Award and Top Fund-raiser Award in Hong Kong and Kowloon Walk

38 36 At the Helm Robert A. Cook Senior Executive Vice President and General Manager, Asia Manulife Financial and President and Chief Executive Officer Manulife International Holdings Limited Mr. Cook heads Manulife Financial s insurance and wealthmanagement operations in Japan, China, Hong Kong, Indonesia, the Philippines, Singapore, Taiwan, Vietnam, Malaysia, Thailand and Macau. He is a member of Manulife Financial s Executive Committee, and is the Chief Executive Officer of Manulife (International) Limited. Prior to moving to Asia in January 2007, Mr. Cook was Executive Vice President, U.S. Insurance Group, with overall general management responsibility for the John Hancock Life Insurance, John Hancock Long-term Care and John Hancock Financial Network business units. During Mr. Cook s 30-year career at Manulife, he has held management positions in the Company s U.S., Canadian, International and Corporate divisions. His experience spans a number of areas including: strategic planning, product management for insurance and annuities, sales, and marketing. Mr. Cook is a graduate of the Universities of Toronto and Calgary and holds an MBA in Finance. Manulife International Holdings Limited 2007 Review

39 At the Helm 37 Marc H. Sterling Executive Vice President, Asia Regional Operations Manulife Financial and Chairman Manulife-Sinochem Life Insurance Co. Ltd. Mr. Sterling is responsible for Manulife Financial s businesses in China and Taiwan. A member of the Manulife Management Committee, he also sits on the Board of Directors of Manulife (International) Limited and Manulife (Vietnam) Limited, and is the Chairman of the Board of Directors of Manulife-Sinochem Life Insurance Co. Ltd. Externally, he also sits on the board of the China-Canada Business Council and was previously the Chairman of the Taiwan Insurance Committee. Mr. Sterling has 20 years of experience in the insurance industry, 14 of which have been with Manulife and five as an attorney in a private practice specialising in insurance. He was responsible for Manulife s market entries into China, Taiwan, Vietnam and Macau, and involved in managing Manulife s acquisition of Daihyaku Mutual Life Insurance Company in Japan. He holds a Bachelor of Arts degree in Psychology, a Juris Doctoral degree in Law, and a Master of Law degree in Banking Law.

40 38 At the Helm Michael Huddart Executive Vice President and General Manager, Hong Kong Manulife (International) Limited and Chief Executive Manulife Asset Management (Hong Kong) Limited Mr. Huddart leads the overall development of Manulife s business operation in Hong Kong, which includes individual insurance, employee benefits and wealth management. He also sits on the Board of the above two companies. Mr. Huddart is Chairman of the Hong Kong Federation of Insurers for , and Deputy Chairman of the Task Force on Healthcare Reform. Mr. Huddart was General Manager of Manulife Taiwan during 2000 to 2003, when he led the business to new heights with over 1,000 per cent premium growth, and successfully established Manulife s leading position in Taiwan. With over 29 years of practical experience in life insurance and pension consulting, Mr. Huddart has held various leadership positions, including being the Vice President for Business Development in Asia and involved in some of Manulife s acquisitions and potential market entries in Asia, and the Chief Actuary for Manulife in Indonesia. Mr. Huddart holds a Bachelor of Science (honours) degree in Actuarial Science from City University in London, is a Fellow of the Institute of Actuaries of Australia and an Associate of the Society of Actuaries (USA). Manulife International Holdings Limited 2007 Review

41 At the Helm 39 Cindy Forbes Senior Vice President and Chief Financial Officer Asia and Japan Manulife Financial Ms. Forbes is responsible for the Company s financial reporting, product oversight, tax and capital-and risk-management functions throughout Asia. She is also responsible for fund-manager selection and monitoring, as well as business development across the region. Having previously been Senior Vice President and Chief Financial Officer of Manulife s Japan Division, Ms. Forbes joined Manulife Financial in She has held a number of Vice President roles at Manulife including Asset Liability Management and Risk Management, as well as being Chief Financial Officer for both Manulife s Investment and Reinsurance Divisions. Ms. Forbes holds an Honours Bachelor s degree in Mathematics from the University of Waterloo, Canada. She is an actuary and is a Fellow of the Society of Actuaries and a Fellow of the Canadian Institute of Actuaries. John Shed Senior Vice President and Managing Director International Investment Operations Manulife Financial Mr. Shed is responsible for all investment activities for Manulife in the Asia region, including Hong Kong, China, Taiwan, Indonesia, Singapore, Vietnam, Malaysia, Thailand, the Philippines and Japan. He also oversees Manulife s London investment office, from which European equity and global balanced-fund mandates are managed. He was previously Senior Vice President and Managing Corporate Officer of Manulife s Japan Investment Operations. He moved to Japan in 1999 to take charge of the newly opened investment office in Tokyo. A seasoned financial professional, Mr. Shed has more than 30 years of experience in the financial-services industry, including a number of investmentmanagement positions with Manulife Financial. A graduate of Rhodes University in South Africa, Mr. Shed holds a Bachelor of Commerce degree.

42 40 At the Helm Ellen Mok Senior Vice President Information Systems, Asia Manulife Financial Ms. Mok is in charge of information systems management and development across Manulife s Asia markets. She has been with the Company in Hong Kong for more than 20 years, having joined from the Hang Seng Bank. Among the senior posts she held before being appointed to her present position were those of Director of Data Processing and Assistant Vice President and then Vice President of Information Technology. Under Ms. Mok s leadership, the service standards of Manulife across Asia have been greatly enhanced through the development of robust technological solutions. Cliff Davis Senior Vice President Human Resources, Asia Manulife Financial Mr. Davis is responsible for developing and implementing human-resources policies, strategies, plans and programs to support the growth of Manulife s business throughout Asia. He is also a Board member of Manulife Life Insurance Company (Japan) and Manulife International Holdings Limited. Mr. Davis has more than 30 years of senior leadership experience in business operation and human-resources management. A veteran in formulating global human-resources policies with over 20 years of experience focusing on Asia, he specialises in directing human-resources activities such as recruitment, development, assessment of talent, retention, compensation and salary planning, benefits, employee relations, executive coaching and merger and acquisition activities. He holds memberships in various external human-resources councils and chambers, including The Conference Board s China Human Resources Council, Asia Pacific Human Resources Council, the American Chamber of Commerce in Hong Kong and the Employers Federation of Hong Kong. Mr. Davis holds an MBA from Washington University, U.S.A. Manulife International Holdings Limited 2007 Review

43 At the Helm 41 Leo Seewald Vice President and Chief Legal Officer, Greater China Manulife Financial Mr. Seewald is responsible for legal and compliance issues in Mainland China, Hong Kong, Macau and Taiwan. Prior to joining Manulife, Mr. Seewald was a partner in one of China s largest law firms, and the managing partner of the Hong Kong office of a Canadian international law firm. Mr. Seewald has extensive legal experience in corporate commercial law, having advised both multinational companies and locally based enterprises with respect to their business interests in Hong Kong and China. Mr. Seewald holds a law degree from the University of Alberta, and a Bachelor of Business Administration degree from Simon Fraser University in Canada. He is a qualified solicitor in Hong Kong and a barrister and solicitor in British Columbia, Canada. James Lin President Manulife-Sinochem Life Insurance Co. Ltd. Mr. James Lin is the President of Manulife-Sinochem Life Insurance Co., Ltd. He oversees the Shanghai Headoffice s operation as well as the branch offices in Mainland China. Mr. Lin joined Manulife Financial in 2001 as Vice President, Regional Agency Development. Mr. Lin has more than 30 years experience in the life-insurance industry and served as Senior District Manager of Nan Shan Life Insurance Co. Ltd., President of Chinfon Life Insurance Co. Ltd. and Executive Vice President of Taiwan Life Insurance Co. Ltd. prior to joining Manulife. A graduate of National Taiwan University majoring in history, Mr. Lin completed an Executive MBA program at National Chengchi University.

44 42 At the Helm Other Senior Management Executives: Richard Wang General Manager Manulife Taiwan Branch Mr. Wang oversees Manulife s overall business development in Taiwan. He was previously the President and CEO of John Hancock Tianan Life Insurance Company, a joint-venture operation with its headquarters in Shanghai, China. Mr. Wang joined the company in 2002 through John Hancock Financial Services. Prior to that, he held senior executive positions at MetLife Taiwan and Metlife Hong Kong and Transamerica Reinsurance s International Operations, respectively. Mr. Wang holds a Master of Arts degree in Actuarial Science from University of Michigan, as well as a Master of Science degree in statistics from Michigan State University and a Master of Science degree in mathematics from Wright State University. He is a Fellow of the Society of Actuaries. Manulife (International) Limited George Chew Vice President, Individual Financial Products Alan Merten Vice President, Employee Benefits and Chief Executive Officer, Manulife Provident Funds Trust Co. Ltd. Bonnie Tse Vice President, Wealth Management Michael Chan Vice President, Distribution, Hong Kong Trevor Kreel Vice President and Chief Financial Officer, Hong Kong Bonita Leong Vice President, Marketing and Finance, Individual Financial Products Robert Elliott Vice President, Agency Operations, Hong Kong Amy So Vice President, Administration and Services, Employee Benefits Manulife-Sinochem Life Insurance Co. Ltd. Guo Yong Ping Executive Vice President Emil Lee Executive Vice President Calvin YY Wong Senior Vice President and General Manager, Sichuan Branch Robert Trieu Senior Vice President and General Manager, Jiangsu Branch Lawrence Nutting Senior Vice President and General Manager, Shanghai Branch Tommy Ng Senior Vice President and Chief Financial Officer Manulife International Holdings Limited 2007 Review

45 The Parent - Manulife Financial Corporation 43

46 44 The Parent - Manulife Financial Corporation Company Profile Manulife Financial is a leading Canadian-based financial services group serving millions of customers in 19 countries and territories worldwide. Operating as Manulife Financial in Canada and Asia, and primarily through John Hancock in the United States, the Company offers clients a diverse range of financial protection products and wealth management services through its extensive network of employees, agents and distribution partners. Funds under management by Manulife Financial and its subsidiaries were Cdn$396 billion (US$401 billion) as at December 31, Manulife Financial is one of two publicly traded life insurance companies in the world whose rated life insurance subsidiaries hold Standard & Poor s Rating Services highest AAA rating. Manulife Financial Corporation trades as MFC on the TSX, NYSE and PSE, and under 0945 on the SEHK. Manulife Financial can be found on the Internet at Ratings Financial strength is a key factor in generating new business, maintaining and expanding distribution relations and providing a base for expansion, acquisition and growth. As at December 31, 2007, Manulife Financial had capital of Cdn$27.5 billion, including Cdn$23.6 billion of common shareholders equity. Manufacturers Life s financial strength and claims paying ratings are among the strongest in the insurance industry. Rating Agency Rating A.M. Best A++ (1st of 15 categories) Dominion Bond IC-1 (1st of 5 categories) Rating Service FitchRatings AA+ (2nd of 9 categories) Moody s Aa1 (2nd of 9 categories) Standard and Poor s AAA (1st of 8 categories) AAA MFC A.M. Best Dominion Bond Rating Service A++ IC-1 AA+ Aa1 AAA Manulife International Holdings Limited 2007 Review

47 The Parent - Manulife Financial Corporation 45 President s Message 2007 was another exceptional year for Manulife during which, I am very pleased to report, our fine Company achieved strong growth in earnings, a substantial increase in new business embedded value and record sales in virtually all of our operating divisions. Throughout the years, one of my consistent themes in these messages has been our vision of being the most professional life insurance company in the world. We continued to make significant progress toward achieving this vision in 2007, as demonstrated by the innovation of products across multiple regions, growth of our distribution networks and our sustained commitment to providing our clients with the highest quality service in the world. This unrelenting focus has led us to achieve leadership in all of our key markets, including the highly coveted #1 market share in U.S. life sales. Last year I wrote of our collaborative approach across markets as we share ideas and expertise. This philosophy is exemplified by the recent expansion of our flourishing guaranteed minimum withdrawal benefit product. Launched in the U.S. variable annuity market in 2004, it has since been successfully introduced as a ground breaking product category in Canada and several Asian markets. We are now remodeling this offering for new market segments; 2008 will see us introduce a version of this product to the U.S. pensions market. Berkshire-TWC Edward Jones Our distribution capabilities were also greatly enhanced in The acquisition of Berkshire TWC in Canada, a new partnership with Edward Jones in the U.S., expanded bank distribution for our variable annuity product in Japan and an increase of over 3,500 agents in Asia and Japan all bode well for our Company s ability to reach new customers in the future.

48 46 The Parent - Manulife Financial Corporation This is my fifteenth annual message and I believe that Manulife is as strong and disciplined today as it has ever been. The diversified nature of our Company, combined with a prudent risk management framework, enabled Manulife to successfully weather a number of significant challenges in 2007, including volatile equity markets, currency and interest rate fluctuations and the much publicized sub-prime crisis. Manulife remains one of two publicly traded life insurance companies in the world whose rated life insurance subsidiaries hold Standard & Poor s Rating Services highest AAA rating. In 2007, our Company was upgraded to Moody s Investor Services Aa1 rating, further validation of the quality of our financial and risk management processes. I m also very pleased that once again Manulife ranked first overall in the Globe and Mail s annual ranking of corporate governance in Canada. We have led these rankings in four of the past six years. I am very fortunate to work with one of the most talented management teams in our industry. I strongly believe that a company succeeds or fails on the merits of its leadership. To that end, our ongoing commitment to building a high caliber talent pipeline and establishing comprehensive succession plans for each business has been a significant factor in our continued success. That the Company enjoys a high degree of employee engagement is testimony to this. AAA Aa1 Globe & Mail Year in Review In 2007, Manulife delivered record shareholders earnings, surpassing Cdn$4 billion for the first time in our Company s history. Our total of Cdn$4,302 million represents fully diluted earnings of Cdn$2.78 per share, an 11 per cent increase over Return on common shareholders equity increased by 160 basis points to a record 18.4 per cent, substantially exceeding our target of 16 per cent. These results were fuelled by record sales from virtually every line of business. New business embedded value was also up sharply to Cdn$2,189 million an increase of 18 per cent over the prior year. Manulife International Holdings Limited 2007 Review

49 The Parent - Manulife Financial Corporation 47 This strong performance was achieved in spite of the adverse effect of a weakening U.S. dollar which reduced earnings by Cdn$227 million and without any relaxation of our disciplined reserving practices. The profit margins in our actuarial liabilities, referred to as provisions for adverse deviations (PfADs), increased substantially during the year as shown on page 97 of this report. I am also pleased to report that Manulife was again able to return significant capital to our shareholders in Dividends paid to common shareholders totaled Cdn$1.3 billion and on a per share basis increased 21 per cent over The Company also repurchased 56.4 million common shares this past year at an aggregate cost of Cdn$2.2 billion. In total, Cdn$3.5 billion of capital was returned to common shareholders, or approximately 81 per cent of shareholders earnings. We also completed the redemption of all outstanding 6.10 per cent Non-Cumulative Class A Preferred Shares, Series 6 of The Manufacturers Life Insurance Company and US$492.5 million of 8.375% Capital Trust Pass-through Securities. These redemptions were part of our ongoing capital management program. 6.1% A 8.375% Canada The Canadian Division enjoyed yet another extremely successful year, with both our Individual Wealth and Insurance businesses reporting record sales. Shareholders net income was Cdn$1,103 million, an increase of 12 per cent over Our focus on distribution excellence continued in 2007, highlighted by our acquisition of Berkshire-TWC Financial Group in late August. This strategic acquisition significantly broadened our wealth management platform in Canada, effectively doubling our advisor base and substantially increasing our assets under administration. Berkshire-TWC Financial Group 2007 saw our Canadian operations continue to deliver industry leading products aimed at fulfilling the needs of one of the largest and most influential demographic groups in history namely, baby boomers. This focus is best demonstrated by the unprecedented success IncomePlus

50 48 The Parent - Manulife Financial Corporation experienced with the introduction of IncomePlus, an investment solution that provides predictable, sustainable income for life. With sales of more than Cdn$3 billion to date, this guaranteed minimum withdrawal benefit product was the first of its kind in the Canadian marketplace and has been recognized with a number of industry awards. Group Benefits business enjoyed a milestone year, recording the largest sale in Manulife s history (and the largest in the industry in the past decade). This mandate contributed to a year of record sales, up 36 per cent over Late in the year, we also launched Health Service Navigator, a product aimed at helping Canadians become more proactive health care consumers. Our Group Pensions business also performed extremely well, with new sales up 120 per cent. Manulife s Individual Life Insurance business achieved record results in 2007, with a sales increase of 15 per cent. With a focus on operational excellence, this business has seen reduced business cycle times drive its strong results. Also noteworthy was the performance of Manulife Bank, with assets surpassing the Cdn$10 billion mark for the first time. IncomePlus Health Service Navigator United States In the U.S., where most of our business operates under the John Hancock name, our industry leading distribution network and strong product development focus continued to drive impressive results. In all, our U.S. Division contributed Cdn$1,855 million to overall company earnings in Despite the impact of foreign exchange fluctuations, earnings grew significantly due to strong sales and operational efficiencies. In 2006, we reported that our U.S. Life business emerged as the leading provider of individual life insurance in the U.S. market in terms of new sales. Through the launch of 10 new products and ongoing service enhancements, this business has maintained its #1 market share Manulife International Holdings Limited 2007 Review

51 The Parent - Manulife Financial Corporation 49 position and once more produced record sales in 2007, up 15 per cent over the previous year. Similarly, our Long Term Care business also reported record sales in Success in the large group market propelled this unit to a 24 per cent increase in sales over U.S. Wealth Management also experienced a strong year, despite the volatility of equity markets. Perhaps most notable was the performance of Variable Annuities, which recorded sales of US$10.8 billion, an impressive 18 per cent increase over the previous year. These robust results reflect the popularity of our recently enhanced guaranteed minimum withdrawal benefit product. Our U.S. Pensions business remained a strong performer, with sales exceeding US$5 billion for the first time. In mid-2007, U.S. Pensions also surpassed US$50 billion in funds under management, underscoring our continued leadership in this market. In 2007, a new U.S. line of business was established Retirement Income and Rollover Solutions. This unit positions Manulife to take full advantage of the significant demographic shift as the baby boom generation moves from wealth accumulation to income and distribution products. Retirement Income and Rollover Solutions

52 50 The Parent - Manulife Financial Corporation Asia and Japan In 2007, Manulife s Asia and Japan Division contributed shareholders earnings of US$798 million, a 23 per cent increase over 2006 and 20 per cent of total company earnings for the year. Our Company has a long history in Asia, reaching back more than a century marked our centennial year in the Philippines. Today, Manulife has operations in 10 countries and territories in the region. Asia and Japan represent a significant component of the Company. With some 28,000 contracted agents selling our products throughout Asia, these growing markets continue to provide significant future growth opportunities as well as important geographic diversification. Product innovation was a key theme in Asia where our Company leveraged its variable annuity expertise in Hong Kong, Singapore and Taiwan, introducing the first guaranteed minimum withdrawal benefit product in each of those markets. Manulife remains a leader in the Hong Kong market where our growth is being fuelled by a continuing shift in demand toward wealth management products. Our Individual Wealth group achieved record sales figures in 2007, up 53 per cent to US$1,167 million. Dominic D Alessandro with Taiwan senior executives during his visit to Taiwan in September Manulife International Holdings Limited 2007 Review

53 The Parent - Manulife Financial Corporation 51 We continued our strong expansion in China, with a total of 28 licensed offices, up from 17 just one year ago amongst the largest number of offices of any foreign life insurance company operating in that country. In the second quarter of 2007, we established a new asset management company in Thailand, expanding our business interests there. Manulife Japan continued to be a strong performer, reporting record wealth management net flows of US$2.6 billion. The business introduced a new generation of variable annuity products that has been enthusiastically adopted by our distribution partners. Other Asia Territories also experienced record wealth management sales of US$1,505 million in 2007, representing an outstanding increase of 162 per cent compared with It was also gratifying to see our Company s leadership and professionalism recognized in Asia. Manulife was awarded the Life Insurance Company of the Year by the Asia Review Awards and we ranked fourth in the Greater China region in FORTUNE magazine s Top Companies for Leaders survey. Reinsurance Our Reinsurance Division saw premiums rise 7 per cent and revenue increase 8 per cent, on a U.S. dollar basis. Earnings were a respectable US$246 million, despite weak equity markets and the dramatic rise of the Canadian dollar throughout the course of I am also pleased to report that the Property and Casualty business came off the peak of an extremely hard market with no significant losses over the past two years. Investments As noted previously, I am particularly gratified that our Company s longstanding philosophy of financial discipline and rigorous risk management ensured that we avoided the problems arising from subprime loans, third party asset-backed commercial paper, monoline insurers and other exposures reported by many other financial services companies. Using a disciplined bottom up approach to building our asset mix, and a blend of asset types, we have managed to keep our portfolio well diversified and of an exceptionally high quality.

54 52 The Parent - Manulife Financial Corporation Our Investment Division experienced another excellent year, producing healthy returns across all asset classes and performing well against industry benchmarks. Alternative asset classes performed exceptionally well in 2007, with notable strength in real estate, timber and agriculture. These assets provide strong risk diversification while delivering attractive yields. Since the time of the John Hancock merger, our bond quality has steadily improved. Credit provisions were well below plan again this year and the Company s General Account maintained strong credit quality with 96 per cent of its bond portfolio at investment grade or better. MFC Global Investment Management recorded net sales of Cdn$8.4 billion in 2007, an impressive 50 per cent increase over A number of MFC Global Funds were singled out for awards and industry recognition throughout the year, underscoring the continuing success and innovation of this division. Looking Forward As we embark on a new year, it is clear that our Company is financially strong, vibrant and well-positioned for future growth. While the coming quarters may very well bring additional market volatility and uncertainty, I believe they may also provide important opportunities for which Manulife is uniquely positioned. While there continues to be widespread concern about a downturn in the U.S. economy, our Company s diversification in Asia, with its robust markets, offers an array of new opportunities. Our diverse asset portfolio and disciplined risk management will also help to weather market uncertainties. Manulife International Holdings Limited 2007 Review

55 The Parent - Manulife Financial Corporation 53 Going forward, we will continue to position our Company to take full advantage of important demographic shifts such as the aging baby boomer generation and extended life spans. These trends require original, sophisticated products that can meet the needs of a population whose health and longevity concerns are intersecting with the desire for wealth accumulation. Manulife is well qualified and ready to provide product leadership in this new era. We will continue to grow our businesses in both mature and emerging markets, backed by the finest distribution network and suite of customer-tailored offerings in the industry. Our Company was built on a tradition of excellence through innovative product development, outstanding service and financial integrity. The strong results we recorded this year reflect the dedication, commitment and hard work of our employees, agents and producers around the globe. Together, we have built an exceptional company that is wellpositioned for future growth and success. I would like to extend a special thanks to Arthur Sawchuk, Chairman of Manulife s Board, for his many contributions to our Company s success. After 15 years of exceptional service to this Company, Arthur will be retiring from the Board later this year. It has been a privilege to work with Arthur over the years, and we will all miss his guidance and leadership. I would also like to thank our millions of customers around the world. We appreciate the confidence and trust you continue to place in us. Arthur Sawchuk Arthur Arthur Arthur Dominic D Alessandro President and Chief Executive Officer

56 54 Responsibility for Financial Reporting The accompanying consolidated financial statements of Manulife Financial Corporation are the responsibility of management and have been approved by the Board of Directors. It is also the responsibility of management to ensure that all information in the annual report to shareholders is consistent with these consolidated financial statements. The consolidated financial statements have been prepared by management in accordance with Canadian generally accepted accounting principles and the accounting requirements of the Office of the Superintendent of Financial Institutions, Canada. Appropriate accounting policies and estimates are also used in the determination of the information prepared in accordance with United States generally accepted accounting principles. When alternative accounting methods exist, or when estimates and judgment are required, management has selected those amounts that present the Company s financial position and results of operations in a manner most appropriate to the circumstances. Appropriate systems of internal control, policies and procedures have been maintained to ensure that financial information is both relevant and reliable. The systems of internal control are assessed on an ongoing basis by the Company s internal audit department. The actuary appointed by the Board of Directors (the Appointed Actuary ) is responsible for ensuring that assumptions and methods used in the determination of policy liabilities are appropriate to the circumstances and that reserves will be adequate to meet the Company s future obligations under insurance and annuity contracts. The Board of Directors is responsible for ensuring that management fulfills its responsibility for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. These responsibilities are carried out primarily through an Audit and Risk Management Committee of unrelated and independent directors appointed by the Board of Directors. Manulife International Holdings Limited 2007 Review

57 Responsibility for Financial Reporting 55 The Audit and Risk Management Committee meets periodically with management, the internal auditors, the external auditors and the Appointed Actuary to discuss internal control over the financial reporting process, auditing matters and financial reporting issues. The Audit and Risk Management Committee reviews the consolidated financial statements prepared by management, and then recommends them to the Board of Directors for approval. The Audit and Risk Management Committee also recommends to the Board of Directors and shareholders the appointment of external auditors and approval of their fees. The consolidated financial statements have been audited by the Company s external auditors, Ernst & Young LLP, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Ernst & Young LLP has full and free access to management and the Audit and Risk Management Committee. Dominic D Alessandro President and Chief Executive Officer Peter H. Rubenovitch Senior Executive Vice President and Chief Financial Officer Toronto, Canada February 27, 2008

58 56 Appointed Actuary s Report to the Shareholders I have valued the policy liabilities of Manulife Financial Corporation for its Consolidated Balance Sheets as at December 31, 2007 and 2006 and their change in the Consolidated Statements of Operations for the years then ended in accordance with actuarial practice generally accepted in Canada, including selection of appropriate assumptions and methods. In my opinion, the amount of policy liabilities makes appropriate provision for all policyholder obligations and the consolidated financial statements fairly present the results of the valuation. Simon Curtis, F.C.I.A. Executive Vice President and Appointed Actuary Simon Curtis, F.C.I.A Toronto, Canada February 27, 2008 Manulife International Holdings Limited 2007 Review

59 Independent Auditors Report to the Shareholders 57 We have audited the Consolidated Balance Sheets of Manulife Financial Corporation and the Consolidated Statements of Net Assets of its Segregated Funds as at December 31, 2007 and 2006 and the Consolidated Statements of Operations, Equity, Comprehensive Income and Cash Flows of the Company and the Consolidated Statements of Changes in Net Assets of its Segregated Funds for the years then ended. These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company and its Segregated Funds as at December 31, 2007 and 2006 and the results of the Company s operations and cash flows and the changes in the net assets of its Segregated Funds for the years then ended in conformity with Canadian generally accepted accounting principles. As explained in Note 2 to the consolidated financial statements, in fiscal 2007, the Company adopted the requirements of the Canadian Institute of Chartered Accountants Handbook, Section 3855 Financial Instruments Recognition and Measurement, Section 3865 Hedges, Section 1530 Comprehensive Income, Section 3251 Equity, Section 4211 Life Insurance Enterprises Specific Items and amended Emerging Issues Committee s EIC 46 Accounting for Leveraged Leases. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of the Company s internal control over financial reporting as of December 31, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 15, 2008 expressed an unqualified opinion thereon. 2 CICA EIC 46 Committee of Sponsoring Organizations of the Treadway Commission Ernst & Young LLP Chartered Accountants Licensed Public Accountants Toronto, Canada March 15, 2008

60 58 Independent Auditors Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States) We have audited Manulife Financial Corporation s internal control over financial reporting as at December 31, 2007, based on criteria established in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria ). The Company s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in Management s Report on Internal Control over Financial Reporting contained in Management s Discussion and Analysis. Our responsibility is to express an opinion on the Company s internal control over financial reporting based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. A company s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Committee of Sponsoring Organizations of the Treadway Commission COSO (1) (2) (3) Manulife International Holdings Limited 2007 Review

61 Independent Auditors Report on Internal Controls under Standards of the Public Company Accounting Oversight Board (United States) 59 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, Manulife Financial Corporation maintained in all material respects, effective internal control over financial reporting as at December 31, 2007, based on the COSO criteria. We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Balance Sheets of the Company and the Consolidated Statements of Net Assets of its Segregated Funds as at December 31, 2007 and 2006 and the Consolidated Statements of Operations, Equity, Comprehensive Income and Cash Flows of the Company and the Consolidated Statements of Changes in Net Assets of its Segregated Funds for the years then ended and our report dated March 15, 2008 expressed an unqualified opinion thereon. COSO Ernst & Young LLP Chartered Accountants Licensed Public Accountants Toronto, Canada March 15, 2008

62 60 Consolidated Balance Sheets As at December 31, (Canadian $ in millions) Assets Invested assets (note 5) 5 Cash and short-term securities $ 12,354 $ 10,901 Securities Bonds 72,831 78,085 Stocks 11,134 11,272 Loans Mortgages 26,061 28,131 Private placements 21,591 25,074 Policy loans 5,823 6,413 Bank loans 2,182 2,009 Real estate 5,727 5,905 Other investments 3,597 3,530 Total invested assets $ 161,300 $ 171,320 Other assets Accrued investment income $ 1,414 $ 1,557 Outstanding premiums Goodwill (note 22) 22) 6,721 7,461 Intangible assets (note 4) 4 1,573 1,708 Derivatives (note 21) 21) 2, Miscellaneous 2,649 3,201 Total other assets $ 15,158 $ 14,996 Total assets $ 176,458 $ 186,316 Segregated funds net assets $ 175,544 $ 172,937 Liabilities and Equity Policy liabilities (note 6) 6 $ 124,422 $ 130,819 Deferred realized net gains (note 2) ,442 Bank deposits 10,008 7,845 Consumer notes (note 9) 9) 2,085 2,860 Long-term debt (note 10) 10 1,820 1,930 Future income tax liability, net (note 8) 8 2,839 2,258 Derivatives (note 21) 21 1, Other liabilities 5,820 5,699 $ 148,967 $ 156,763 Manulife International Holdings Limited 2007 Review

63 Consolidated Balance Sheets As at December 31, 61 (Canadian $ in millions) Liabilities for preferred shares and capital instruments (note 11) 11 $ 3,010 $ 3,695 Non-controlling interest in subsidiaries (note 12) Equity Participating policyholders equity Shareholders equity Preferred shares Common shares 14,000 14,248 Contributed surplus Retained earnings 14,388 13,512 Accumulated other comprehensive income (loss) on available-for-sale securities and cash flow hedges (note 15) 15 1,291 on translation of net foreign operations (note 15) 15 (6,204) (3,009) Total equity $ 24,335 $ 25,656 Total liabilities and equity $ 176,458 $ 186,316 Segregated funds net liabilities $ 175,544 $ 172,937 The accompanying notes to these consolidated financial statements are an integral part of these statements. Dominic D Alessandro President and Chief Executive Officer Arthur R. Sawchuk Chairman of the Board of Directors

64 62 Consolidated Statements of Operations For the years ended December 31, (Canadian $ in millions except per share amounts) Revenue Premium income $ 19,744 $ 19,104 Investment income (note 5) 5 Investment income 9,531 10,193 Realized and unrealized gains on assets supporting policy liabilities and consumer notes Other revenue 5,448 4,657 Total revenue $ 35,533 $ 34,194 Policy benefits and expenses To policyholders and beneficiaries Death, disability and other claims $ 6,104 $ 5,949 Maturity and surrender benefits 8,111 9,814 Annuity payments 3,098 3,316 Policyholder dividends and experience rating refunds 1,556 1,528 Net transfers to segregated funds Change in actuarial liabilities 390 (1,127) General expenses 3,387 3,352 Investment expenses (note 5) Commissions 4,008 3,546 Interest expense (notes 9, 10 and 11) ) 1, Premium taxes Non-controlling interest in subsidiaries 58 5 Total policy benefits and expenses $ 29,927 $ 28,858 Income before income taxes $ 5,606 $ 5,336 Income taxes (note 8) 8 (1,377) (1,366) Net income $ 4,229 $ 3,970 Loss attributed to participating policyholders $ 73 $ 15 Manulife International Holdings Limited 2007 Review

65 Consolidated Statements of Operations For the years ended December 31, 63 (Canadian $ in millions except per share amounts) Net income attributed to shareholders $ 4,302 $ 3,985 Preferred share dividends (30) (30) Net income available to common shareholders $ 4,272 $ 3,955 Weighted average number of common shares outstanding (in millions) $ 1,522 $ 1,563 Weighted average number of diluted common shares outstanding (in millions) 1,537 1,579 Basic earnings per common share $ 2.81 $ 2.53 Diluted earnings per common share (note 16) 16 $ 2.78 $ 2.51 Dividends per common share $ 0.88 $ 0.73 The accompanying notes to these consolidated financial statements are an integral part of these statements.

66 64 Consolidated Statements of Equity For the years ended December 31, (Canadian $ in millions) Participating policyholders equity Balance, January 1 $ 142 $ 157 Cumulative effect of adopting new accounting policy for financial instruments, net of income taxes of $ Loss for the year (73) (15) Balance, December 31 $ 82 $ 142 Preferred shares Balance, January 1 $ 638 $ 344 Preferred shares issued (note 13) Issuance costs, net of tax (6) Balance, December 31 $ 638 $ 638 Common shares Balance, January 1 $ 14,248 $ 14,490 Issued on exercise of stock options and deferred shared units and acquisition of subsidiary (note 13) Purchase and cancellation (note 13) 13 (523) (413) Balance, December 31 $ 14,000 $ 14,248 Contributed surplus Balance, January 1 $ 125 $ 93 Cumulative effect of adopting new accounting policy for stock-based awards (note 1(i)) 1(i) 7 Redemption of preferred shares issued by a subsidiary (note 12) 12 3 Exercise of stock options (24) (32) Stock option expense (note 16) Tax benefit of stock options exercised Balance, December 31 $ 140 $ 125 Manulife International Holdings Limited 2007 Review

67 Consolidated Statements of Equity For the years ended December 31, 65 (Canadian $ in millions) Shareholders retained earnings Balance, January 1 $ 13,512 $ 11,918 Cumulative effect of adopting new accounting policy for: Financial instruments, net of income taxes of $ (176) Leveraged leases, net of income taxes of $ (157) Stock-based awards, net of income taxes of $2 200 (10) Net income attributed to shareholders 4,302 3,985 Preferred share dividends (30) (30) Common share dividends (1,341) (1,133) Purchase and cancellation of common shares (note 13) 13 (1,722) (1,218) Balance, December 31 $ 14,388 $ 13,512 Accumulated other comprehensive (loss) income Balance, January 1 $ (3,009) $ (3,215) Cumulative effect of adopting new accounting policies, net of income taxes of $ ,741 Other comprehensive (loss) income (3,645) 206 Balance, December 31 (note 15) 15) $ (4,913) $ (3,009) Total equity $ 24,335 $ 25,656 The accompanying notes to these consolidated financial statements are an integral part of these statements.

68 66 Consolidated Statements of Comprehensive Income For the years ended December 31, (Canadian $ in millions) Net income attributed to shareholders $ 4,302 $ 3,985 Other comprehensive (loss) income Change in unrealized gains/losses on available-for-sale financial securities Unrealized losses arising during the year, net of income tax expense of $2 200 $ (119) $ Recognition of realized (gains) losses and impairments (recoveries) to net income, net of income tax expense of $ (315) Changes in unrealized gains/losses on derivative investments designated as cash flow hedges Unrealized losses arising during the year, net of income tax benefit of $6 600 (11) Recognition of realized gains to net income, net of income tax expense of $3 300 (5) Change in unrealized currency translation (losses) gains of self-sustaining: foreign operations On translating financial statements, net of taxes of nil 0 (3,419) 230 On hedges, net of income tax expense of $121 (2006 income tax benefit of $13) (24) Total other comprehensive (loss) income $ (3,645) $ 206 Total comprehensive income attributed to shareholders $ 657 $ 4,191 The accompanying notes to these consolidated financial statements are an integral part of these statements. Manulife International Holdings Limited 2007 Review

69 Consolidated Statements of Cash Flows For the years ended December 31, 67 (Canadian $ in millions) Operating activities Net income $ 4,229 $ 3,970 Adjustments for non-cash items in net income: Increase in actuarial liabilities, excluding John Hancock Fixed Products institutional products 2,544 3,301 Amortization of net realized gains and move to market adjustments in investments (208) (1,171) Accretion of discount (302) (243) Other amortization Net realized and unrealized gains including impairments (1,078) (341) Changes in fair value of consumer notes 29 Future income tax expense Stock option expense Non-controlling interest in subsidiaries 52 1 Net income adjusted for non-cash items $ 6,495 $ 6,773 Changes in policy related and operating receivables and payables 976 (96) Cash provided by operating activities $ 7,471 $ 6,677 Investing activities Purchases and mortgage advances $ (53,309) $ (65,693) Disposals and repayments 52,434 63,757 Amortization of premium Changes in investment broker net receivables and payables (65) 365 Net cash increase (decrease) from acquisition and sales of subsidiaries 125 (59) Cash used in investing activities $ (241) $ (900)

70 68 Consolidated Statements of Cash Flows For the years ended December 31, (Canadian $ in millions) Financing activities Decrease in securities sold but not yet purchased $ (1) $ (384) Issue of long-term debt Repayment of long-term debt (4) (22) Issue of subordinated notes 645 Repayment of capital instruments (570) (250) Net redemptions in John Hancock Fixed Products institutional products (2,154) (4,428) Bank deposits, net 2,164 2,353 Capital from joint venture partner 7 Consumer notes matured, net (434) (182) Redemption of preferred shares issued by a subsidiary (note 12) 12 (89) Preferred share dividends (30) (30) Common share dividends (1,341) (1,133) Funds repaid, net (10) (69) Purchase and cancellation of common shares (2,245) (1,631) Common shares issued on exercise of options Tax benefit of stock options exercised Preferred shares issued, net 294 Cash used in financing activities $ (4,583) $ (3,731) Cash and short-term securities Increase during the year $ 2,647 $ 2,046 Currency impact on cash and short-term securities (1,109) 23 Balance, January 1 10,328 8,262 Balance, December 31 $ 11,866 $ 10,331 Beginning of year Gross cash and short-term securities $ 10,901 $ 8,857 Fair value adjustment, January 1, 2007 (3) Net payments in transit, included in other liabilities (570) (595) Net cash and short-term securities, January 1 $ 10,328 $ 8,262 End of year Gross cash and short-term securities $ 12,354 $ 10,901 Net payments in transit, included in other liabilities (488) (570) Net cash and short-term securities, December 31 $ 11,866 $ 10,331 The accompanying notes to these consolidated financial statements are an integral part of these statements. Manulife International Holdings Limited 2007 Review

71 Segregated Funds Consolidated Statements of Net Assets As at December 31, 69 (Canadian $ in millions) Investments, at market value Cash and short-term securities $ 4,025 $ 3,067 Bonds 9,591 10,789 Stocks and mutual funds 159, ,936 Other investments 3,961 4,078 Accrued investment income Other liabilities, net (1,736) (2,019) Total segregated funds net assets $ 175,544 $ 172,937 Composition of segregated funds net assets: Held by policyholders $ 174,981 $ 172,259 Held by the Company Held by other contract holders (note 1(e)) 1(e) Total segregated funds net assets $ 175,544 $ 172,937

72 70 Segregated Funds Consolidated Statements of Changes in Net Assets For the years ended December 31, (Canadian $ in millions) Additions Deposits from policyholders $ 37,227 $ 33,287 Net realized and unrealized investment gains 3,997 11,863 Interest and dividends 7,483 6,552 Net transfers from general fund Total additions $ 49,659 $ 52,134 Deductions Payments to policyholders $ 20,738 $ 17,674 Management and administrative fees 2,674 2,407 Currency revaluation 23,640 (523) Total deductions $ 47,052 $ 19,558 Net additions for the year $ 2,607 $ 32,576 Segregated funds net assets, January 1 172, ,361 Segregated funds net assets, December 31 $ 175,544 $ 172,937 The accompanying notes to these consolidated financial statements are an integral part of these statements. Manulife International Holdings Limited 2007 Review

73 Notes to the Consolidated Financial Statements 71 Note 1 Nature of Operations and Significant Accounting Policies Manulife Financial Corporation ( MFC ) is a publicly traded stock life insurance company and the holding company of The Manufacturers Life Insurance Company ( MLI ), a Canadian life insurance company, and John Hancock Financial Services, Inc. ( JHF ), the holding company of a United States financial services group. MFC and its subsidiaries (collectively, Manulife Financial or the Company ) provide a wide range of financial products and services, including individual life insurance, group life and health insurance, long-term care insurance, pension products, annuities and mutual funds, to individual and group customers in the United States, Canada and Asia. The Company also offers reinsurance services, primarily life and property and casualty retrocession, and provides investment management services with respect to the Company s general fund and segregated fund assets and to mutual funds and institutional customers. MFC is incorporated under the Insurance Companies Act (Canada) ( ICA ), which requires that financial statements be prepared in accordance with Canadian generally accepted accounting principles ( Canadian GAAP ) and the accounting requirements of the Office of the Superintendent of Financial Institutions, Canada ( OSFI ). None of the accounting requirements of OSFI are exceptions to Canadian GAAP. The preparation of financial statements, in conformity with Canadian GAAP, requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates. The most significant estimation processes relate to the provisioning for asset impairment, determination of policy liabilities, assessment of variable interest entities, determination of pension and other post-employment benefit obligations and expenses, income taxes and impairment testing of goodwill and intangible assets. Although some variability is inherent in these estimates, management believes that the amounts provided are adequate. The significant accounting policies used in the preparation of these consolidated financial statements are summarized below: a) Basis of consolidation MFC consolidates the financial statements of all subsidiary companies with the exception of those that are determined to be variable interest entities ( VIEs ) where MFC is not the primary beneficiary. As outlined in note 18, certain VIEs are consolidated into the general fund, with no financial impact, and certain VIEs are consolidated on the Segregated Funds Statements of Net Assets. Inter-company balances and transactions are eliminated and non-controlling interests in subsidiaries are included as a separate line item on the Consolidated Balance Sheets and the Consolidated Statements of Operations. The results of operations of subsidiaries are included in the consolidated financial statements from their date of acquisition. The equity method of accounting is used to account for investments over which the Company has significant influence, whereby the Company records its share of the investee s financial results. Gains and losses on sales of these investments are included in income when realized, while expected losses on other than temporary impairments are recognized immediately. These investments are included in other investments in the Company s Consolidated Balance Sheets. Insurance Companies Act (Canada)ICA Office of the Superintendent of Financial Institutions (Canada)OSFI OSFI 18

74 72 Notes to the Consolidated Financial Statements b) Invested assets The invested assets held by the Company are accounted for using the methods described below. Effective January 1, 2007, the Company adopted the Canadian Institute of Chartered Accountants ( CICA ) Handbook Sections 3855 Financial Instruments Recognition and Measurement, 3865 Hedges, 1530 Comprehensive Income, 3251 Equity and 4211 Life Insurance Enterprises Specific Items. Section 4211 replaced section As a result, all financial instruments whether assets or liabilities, except for policy liabilities accounted for in accordance with Section 4211, are accounted for under the new sections. Prior to January 1, 2007, life insurance enterprises followed handbook Section 4210 which contained accounting policies specific to life insurance enterprises. The changes in accounting policies were adopted retroactively without restatement. For a general discussion of the adoption and impact of these Sections, refer to Note 2 Changes in Accounting Policies. The effect of these changes on invested assets is indicated below. Cash and short-term securities comprise cash, current operating accounts, overnight bank and term deposits, and fixed-income securities held for the purpose of meeting short-term cash commitments. Short-term securities are carried at their fair values. Net payments in transit and overdraft bank balances are included in other liabilities. Bonds are designated as trading (under Section 3855 s fair value option) or as available-for-sale ( AFS ). Bonds are carried at fair value. Unrealized gains and losses on bonds designated as trading are recognized in income immediately. Unrealized gains and losses on AFS bonds are recorded in other comprehensive income ( OCI ). Realized gains and losses on sale of bonds are recognized in income immediately. Impairment losses are recognized in income on AFS bonds on an individual security basis when the bond is considered to be other than temporarily impaired. Impairment occurs when it is deemed probable that the Company will not be able to collect all amounts due according to contractual terms of the bond. Prior to January 1, 2007, bonds were carried at amortized cost, less provision for impairment, if any, with no recognition of unrealized gains or losses. Realized gains and losses were deferred and brought into income over the lesser of 20 years or the remaining term to maturity of the bond sold. Provisions for impairments were recognized immediately in income on a specific bond basis when there was no longer reasonable assurance as to the timely collection of the full amount of principal and interest. Stocks are designated as trading or as AFS. Stock securities traded in an active market are carried at fair value. Stock securities not traded in an active market are carried at cost. Realized gains and losses on sales of stocks and unrealized gains and losses on stocks designated as trading are recognized in income immediately. Unrealized gains and losses on AFS stocks are recorded in OCI. Impairment losses are recognized in income on AFS stocks on an individual security basis when the stock is considered to be other than temporarily impaired. Other than temporary impairment occurs when fair value has declined significantly below cost for a prolonged period and there is not objective evidence to support recovery in value before disposal. CICA Manulife International Holdings Limited 2007 Review

75 Notes to the Consolidated Financial Statements 73 Prior to January 1, 2007, stocks were carried on a moving average market value basis with carrying values adjusted toward fair value at 5 per cent per quarter. Realized gains and losses were deferred and brought into income at 5 per cent per quarter. For impairment purposes, specific stocks were written immediately down to market value through a charge to income only if an impairment in the value of the entire stock portfolio (determined net of deferred realized gains) was considered to be other than temporary. Mortgages are categorized as loans and are carried at amortized cost less repayments and provisions for impairment losses, if any. Realized gains and losses are recorded in income immediately. Impairment losses are recorded on individual mortgages immediately through income when there is no longer reasonable assurance as to the timely collection of the full amount of principal and interest. Impairment provisions are calculated to reduce the carrying value to estimated realizable value, measured by discounting the remaining expected future cash flows at the effective interest rate inherent in the mortgages; the fair value of security underlying the mortgages, net of expected costs of realization and any amounts legally required to be paid to the borrowers; or observable market prices for the mortgages, if any. Prior to January 1, 2007, realized gains and losses on mortgages were deferred and brought into income over the lesser of 20 years or the remaining term to maturity of the mortgage sold. Private placements include corporate loans for which there is no price quoted in an active market. These are categorized as loans and are carried at amortized cost less provision for impairments. Realized gains and losses are recorded in income immediately. Impairment losses are recorded on individual private placements immediately through income when there is no longer assurance as to the timely collection of the full amount of principal and interest. Impairment provisions are calculated to reduce the carrying value to estimated realizable value, measured by discounting the remaining expected future cash flows at the effective interest rate inherent in the loan; the fair value of security underlying the loans, net of expected costs of realization and any amounts legally required to be paid to the borrowers; or observable market prices for the loans, if any. Private placements also include investments in leveraged leases, which are financing arrangements for assets leased to third parties. The leased assets are supported by the Company s investment and by senior non-recourse debt provided by third parties. The Company records as its carrying value the net investment of both the leased asset and the non-recourse debt calculated by accruing income at the lease s expected internal rate of return in accordance with U.S. GAAP Statement of Financial Accounting Standards No. 13 Leases. Temporary tax differences of the leveraged leases are included in net future tax liabilities. Impairment testing involves identifying changes to the internal rate of return due to changes in expected future cash flows. Impairment losses are recorded by revising the carrying value downwards to reflect the revised internal rate of return, retrospectively. 13

76 74 Notes to the Consolidated Financial Statements Policy loans are categorized as loans and are carried at their unpaid balances. Policy loans are not subject to impairment losses because they are fully collateralized by the cash surrender value of the policies borrowed against. Bank loans are carried at unpaid principal minus provision for credit losses, if any. Once established, provisions for impairment of private placements, mortgages and bank loans are reversed only if the conditions that caused the impairment no longer exist. On disposition of an impaired asset, the allowance is released. In addition to allowances against the carrying value of impaired assets, the Company provides for potential future impairments by reducing investment yields assumed in the calculation of actuarial liabilities. Income recognition for bonds and loans is on the accrual basis, with amortization of premiums and discounts over the life of the investment using the effective yield method. The Company uses trade date accounting for purchases and sales of invested assets. Real estate investments are carried on a moving average market basis with carrying values adjusted towards fair value at 3 per cent per quarter. Realized gains and losses are deferred and brought into income at 3 per cent per quarter. For impairment purposes, specific properties are subject to being written immediately down to market value through a charge to income, if impairment in the value of the entire real estate portfolio (determined net of deferred realized gains) is considered to be other than temporary. Other investments include private equity and fixed income investments held primarily in power and infrastructure, oil and gas, and timber and agricultural sectors. c) Goodwill and other intangible assets Goodwill represents the excess of the cost of businesses acquired over estimated fair values of the net assets acquired. Intangible assets include indefinite life and finite life intangible assets. Goodwill and intangible assets with indefinite lives are tested at least annually for impairment. The test is at the reporting unit level for goodwill and at the Company level for intangible assets with indefinite lives. Any potential impairment of goodwill is identified by comparing the estimated fair value of a reporting unit to its carrying value. Carrying value is determined as the amount of capital allocated to the reporting unit. Any potential impairment of intangible assets with indefinite lives is identified by comparing the estimated fair value of the asset to its carrying value on the balance sheet. An impairment loss would be recognized and the asset written down to the extent that the carrying value exceeds the fair value. Finite life intangible assets are amortized over their estimated useful lives and tested for impairment whenever changing circumstances suggest impairment may have occurred. Manulife International Holdings Limited 2007 Review

77 Notes to the Consolidated Financial Statements 75 d) Miscellaneous assets Included in miscellaneous assets are prepaid pension benefit costs, amounts due from reinsurers and capital assets. Capital assets are carried at cost less accumulated amortization computed on a straight-line basis over their estimated useful lives, which vary from two to 10 years. e) Segregated funds The Company manages a number of segregated funds on behalf of policyholders. The investment returns on these funds accrue directly to the policyholders. Consequently, these funds are segregated and presented separately from the general fund of the Company. Investments held in segregated funds are carried at market value. Income earned from segregated fund management fees is included in other revenue in the general fund Consolidated Statements of Operations. Where the Company s general and segregated funds share a controlling financial interest in a VIE, the VIE is consolidated into the accounts of the segregated funds if the segregated funds own a greater interest than the general fund. Non-controlling interests in such consolidated VIEs are reported as net assets held by other contract holders in the segregated funds Consolidated Statements of Net Assets. The Company also provides minimum guarantees on individual variable life and annuity contracts. These include minimum death benefit guarantees, minimum withdrawal guarantees, minimum maturity value guarantees and minimum income benefit guarantees. The liabilities associated with these minimum guarantees are recorded in actuarial liabilities in the general fund. f) Policy liabilities Policy liabilities represent the amount which, together with estimated future premiums and net investment income, will be sufficient to pay estimated future policy benefits, policyholder dividends, taxes (other than income taxes) and expenses on policies in-force. The Company s Appointed Actuary is responsible for determining the amount of policy liabilities in accordance with standards established by the Canadian Institute of Actuaries. In accordance with Canadian generally accepted actuarial practices, liabilities have been determined using the Canadian Asset Liability Method ( CALM ). g) Income taxes The Company provides for income taxes using the liability method of tax allocation. Under this method, the provision for income taxes is calculated based on income tax laws and income tax rates substantively enacted as at the Consolidated Balance Sheet dates. The income tax provision is comprised of two components: current income taxes and future income taxes. Current income taxes are amounts expected to be payable or recoverable as a result of operations in the current year. Future income taxes arise from changes during the year in cumulative temporary differences between the accounting carrying value of assets and liabilities and their respective tax bases. A future income tax asset is recognized to the extent that future realization of the tax benefit is more likely than not. A valuation allowance is established, if necessary, to reduce the future income tax asset to an amount that is more likely than not to be realized. Canadian Institute of Actuaries Canadian Asset Liability Method CALM

78 76 Notes to the Consolidated Financial Statements h) Translation of foreign currencies Assets and liabilities denominated in foreign currencies are translated into Canadian dollars at rates in effect at the Consolidated Balance Sheet dates. Revenue and expenses are translated at the average exchange rates prevailing during the year. Unrealized foreign currency translation gains and losses on the net investments in self-sustaining foreign operations and the results of hedging these positions, net of applicable taxes, are recorded in OCI. Translation gains and losses on disposition of net investments in selfsustaining foreign operations are included in net income. i) Stock-based compensation The Company provides stock-based compensation to certain employees and directors as described in note 16. The Company uses the fair value method for stock option awards granted on or after January 1, The intrinsic value method is used to account for stock option awards granted prior to January 1, Stock options are expensed with a corresponding increase in contributed surplus. Restricted share units and deferred share units are expensed with a corresponding liability accrued based on the market value of the Company s shares. The change in the value of restricted share units and deferred share units resulting from changes in the Company s market value and credited dividends is recognized in the Consolidated Statements of Operations, offset by the impact of total return swaps used to manage the variability of related cash flows. Stock-based compensation is recognized as compensation expense over the applicable vesting period, except if the employee is eligible to retire at the time of grant or will be eligible to retire during the vesting period. Compensation cost, attributable to stock options and restricted share units granted to employees who are eligible to retire on the grant date is recognized on the grant date. Compensation cost attributable to stock options and restricted share units granted to employees who will become eligible to retire during the vesting period, is recognized over the period from the grant date to the date of retirement eligibility. In July 2006, the Emerging Issues Committee of the CICA issued a new abstract, EIC 162, Stock-based Compensation for Employees Eligible to Retire before the Vesting Date. The abstract requires that stock-based compensation be recognized at the grant date for grants to employees who are eligible to retire on the grant date and over the period from the date of grant to the date of retirement eligibility for grants to employees who will become eligible to retire during the vesting period. This abstract was effective for the year ended December 31, 2006 and was to be applied retroactively. 16 (CICA) EIC The Company adopted the provisions of this new abstract in the fourth quarter of 2006 and reported the cumulative effect on prior years as adjustments to January 1, 2006 opening contributed surplus and opening retained earnings. Opening retained earnings decreased by $10, made up of $7 related to stock options and $3 related to restricted share units. For the year ended December 31, 2006, the effect of adopting this change in policy was a decrease in net income of $6 (net of a provision for income taxes of $1). Manulife International Holdings Limited 2007 Review

79 Notes to the Consolidated Financial Statements 77 Contributions to the Global Share Ownership Plan ( GSOP ) are expensed as incurred. Under the GSOP, qualifying employees can choose to have up to 5 per cent of their annual base earnings applied toward the purchase of common shares of MFC. Subject to certain conditions, MFC will match a percentage of the employee s eligible contributions to certain maximums. All contributions are used by the plan s trustee to purchase common shares in the open market. j) Employee future benefits The Company maintains a number of pension and benefit plans, both defined benefit and defined contribution, for its eligible employees and agents. These plans include broad-based pension plans for employees, supplemental pension plans for executives and other post-employment benefit plans. The defined contribution plans provide pension benefits based on the accumulated contributions and fund earnings. The cost of defined contribution plans is the required contributions provided by the Company. The traditional defined benefit pension plans provide pension benefits based on the length of the employees service and the employees final average earnings. The other defined benefit pension plans consist of cash balance plans in the United States that provide benefits based on accumulated contributions and interest credits. The cost of all defined benefit pension plans is recognized using the projected benefit method, pro-rated on service, and estimates of expected return on plan assets, and, where applicable, rates of compensation increases and retirement ages of employees. Actuarial gains and losses that exceed 10 per cent of the greater of the accrued benefit obligation or the market-related value of the plan assets and any past service costs are amortized to income on a straight-line basis over the estimated average remaining service life of the plan members. The expected return on plan assets is based on the Company s best estimate of the longterm expected rate of return on plan assets and a market-related value of plan assets. The market-related value of plan assets is determined using a methodology where the difference between the actual and expected market value of plan assets is recognized over five years. The Company also provides health, dental and, in some instances, life insurance benefits to qualifying employees upon retirement. The estimated present value of these benefits is charged to income over the employees years of service to their dates of full entitlement. Actuarial gains and losses that exceed 10 per cent of the accrued benefit obligation are amortized to income on a straight-line basis over the estimated average remaining service life of the plan members. In Canada and the United States, health and dental benefits are also provided to employees who are absent from work due to disability (or other approved leave) for the duration of their leave. The estimated present value of these benefits is charged to income in the year of disability. Prepaid benefit costs are included in other assets and accrued benefit liabilities are included in other liabilities.

80 78 Notes to the Consolidated Financial Statements k) Derivative and hedging instruments The Company uses derivative financial instruments ( derivatives ) to manage its exposures to foreign currency, interest rate and other market risks arising from on-balance sheet financial instruments as well as other anticipated transactions. Derivatives embedded in other financial instruments ( host instruments ) are required to be separately recorded as derivative instruments when their economic characteristics and risks are not closely related to those of the host instrument, the terms of the embedded derivative are the same as those of a stand-alone derivative instrument and the host instrument is not held for trading or designated at fair value. Effective January 1, 2007, all derivatives including embedded derivatives that are required to be separately accounted for under new standards are recorded at fair value on the Company s Consolidated Balance Sheet. Derivatives with unrealized gains are reported as derivative assets and derivatives with unrealized losses are reported as derivative liabilities on the Consolidated Balance Sheet. The method of recognizing changes in fair value on derivatives depends on whether they are designated and effective, as hedging instruments. For derivatives that are not designated as hedging instruments, changes in fair values are recorded in investment income. When derivatives are used to manage exposures, a determination is made for each derivative as to whether hedge accounting can be applied, as discussed below. Hedge accounting Where the Company has elected to use hedge accounting, a hedge relationship is designated and documented at inception. The documentation details the particular risk management objective, the hedged risk and specific financial asset, financial liability or anticipated cash flows being hedged, the hedging instrument and the methodology used to assess the effectiveness and measure any ineffectiveness of the hedging relationship. Hedge effectiveness is evaluated at the inception of the relationship and at least on a quarterly basis using a variety of techniques including regression analysis and cumulative dollar offset. Both at inception and throughout the term of the hedge, the Company expects that each hedging instrument will be highly effective in achieving offsetting changes in fair value or offsetting changes in cash flows attributable to the risk being hedged. When it is determined that the hedging relationship is no longer effective, or the hedging instrument or the hedged item has been sold or terminated, the Company discontinues hedge accounting prospectively. In such cases, if the derivative hedging instruments are not sold or terminated, any subsequent changes in fair value of the derivative is recognized in investment income. For derivatives that are designated as hedging instruments, changes in fair values are recognized according to the nature of the risks being hedged, as discussed below. Manulife International Holdings Limited 2007 Review

81 Notes to the Consolidated Financial Statements 79 Fair value hedges In a fair value hedging relationship, changes in the fair value of the hedging derivative instruments are recorded in investment income, along with changes in the fair value of the hedged items attributable to the hedged risk. The carrying value of the hedged item is adjusted for changes in fair value attributable to the hedged risk until hedge accounting is discontinued. The Company commences amortization of these adjustments to the carrying value of the hedged item over the remaining term of the hedging relationship immediately after the adjustments are created. To the extent the changes in the fair value of derivative instruments do not offset the changes in the fair value of the hedged item attributable to the hedged risk in investment income, any ineffectiveness will remain in investment income. When hedge accounting is discontinued, the unamortized balance of the cumulative adjustments to the carrying value of the hedged item continues to be amortized to investment income over the remaining term of the hedging relationship unless the hedged item is sold, at which time the balance is recognized immediately in investment income. Cash flow hedges In a cash flow hedging relationship, the effective portion of the changes in the fair value of the hedging instrument is recorded in OCI while the ineffective portion is recognized in investment income. Gains and losses accumulated in Accumulated Other Comprehensive Income ( AOCI ) are recognized in investment income during the periods when the variability in the cash flows hedged or the hedged forecasted transactions are recognized in income. The reclassifications from AOCI are made to investment income, with the exception of total return swaps on hedging restricted share units, which are reclassified to compensation expense. Gains and losses on cash flow hedges accumulated in AOCI are reclassified immediately to investment income when either the hedged item is sold or the forecasted transaction is no longer expected to occur. When hedge accounting is discontinued, and the hedged forecasted transaction remains highly probable to occur, then the amounts previously recognized in AOCI are reclassified to investment income in the periods during which variability in the cash flows hedged or the hedged forecasted transaction is recognized in income. Net investment hedges The hedges of net investments in the Company s self sustaining foreign operations are accounted for similar to cash flow hedges. In a net investment hedging relationship, the gains and losses relating to the effective portion of the hedge are recorded in OCI while the ineffective portion is recognized in investment income. Gains and losses in AOCI are recognized in income during the periods when the hedged net investment in foreign operations is reduced. Prior to January 1, 2007 Prior to January 1, 2007, realized and unrealized gains and losses on derivatives which were designated and effective as hedges were accounted for on the same basis as the underlying assets and liabilities. Realized and unrealized gains and losses on derivative transactions that did not qualify for the accounting definition of a hedge, were accounted for as a portfolio investment whereby carrying values were adjusted toward market values at 5 per cent per quarter. Hedge effectiveness was assessed quarterly.

82 80 Notes to the Consolidated Financial Statements Derivative income and expenses related to invested assets and financial liabilities were included in investment income and interest expense, respectively, in the Consolidated Statements of Operations. Cash flows relating to derivatives associated with invested assets and financial liabilities were included in the Consolidated Statements of Cash Flows on a basis consistent with the cash flows from the underlying invested assets and financial liabilities. l) Premium income and related expenses Gross premiums for all types of insurance contracts, and contracts with limited mortality or morbidity risk, are generally recognized as revenue when due. Expenses are recognized when incurred. Actuarial liabilities are computed at the end of each period, resulting in benefits and expenses being matched with the premium revenue. Note 2 Changes in Accounting Policies a) Financial instruments Effective January 1, 2007, the Company adopted CICA Handbook Sections 3855 Financial Instruments Recognition and Measurement, 3865 Hedges, 1530 Comprehensive Income, 3251 Equity and 4211 Life Insurance Enterprises Specific Items. Section 4211 replaced section As a result, all financial instruments whether assets or liabilities, except for policy liabilities accounted for in accordance with Section 4211, are accounted for under the new sections. Prior to January 1, 2007, life insurance enterprises followed handbook Section 4210 which contained accounting policies specific to life insurance enterprises. The changes in accounting policies were adopted retroactively without restatement. In accordance with the new handbook sections, effective January 1, 2007 the Company designated all financial assets as trading (under Section 3855 s fair value option), AFS or as loans and receivables. Financial instruments designated as fair value option, derivatives and AFS securities, except those that are not traded in an active market, are measured at fair value. Stock securities not traded in an active market are carried at cost. The Company has chosen to designate bond and stock securities which support policy liabilities as trading under the fair value option in order to reduce a recognition inconsistency that would otherwise arise. Bond and stock securities which support surplus are, for the most part, designated as AFS. Private placement debt not traded in an active market is classified as loans and carried at amortized cost. CICA Changes in the fair value of securities designated as fair value option are reported in earnings, while changes in the fair value of AFS securities are reported within OCI, until the financial asset is disposed of or becomes other than temporarily impaired, at which time such changes are reported in earnings. Manulife International Holdings Limited 2007 Review

83 Notes to the Consolidated Financial Statements 81 With the introduction of the financial instrument standards, the life insurance standard Section 4210 was replaced with Section 4211 which removes the unique investment accounting for insurance enterprises for financial instruments, other than owned real estate. Realized gains and losses on debt and equity investments are no longer deferred and amortized and therefore the balance of the deferred realized net gains at December 31, 2006, for other than real estate, was eliminated through opening retained earnings. In addition, Section 4211 removes the unique move-to-market accounting and impairment accounting for equities. Under Section 4210, equity impairments were not recognized unless the entire equity portfolio was other than temporarily impaired. Under the new sections the Company recognizes other than temporary impairments, on debt or equities classified as AFS, on an individual security basis. All financial liabilities, other than actuarial liabilities, are measured at fair value when they are classified as fair value option or are derivatives. Other financial liabilities are measured at amortized cost. As the assets supporting consumer notes are managed along with assets supporting policy liabilities, the Company has designated consumer notes as fair value in order to reduce any recognition inconsistency. The subordinated debt securities payable to MIC Financing Trust I, settled on February 1, 2007, were designated as fair value. Section 3855 does not apply to insurance contracts issued to policyholders by insurance enterprises that are accounted for in accordance with Section 4211 except for certain reinsurance contracts. Reinsurance contracts principally involving the transfer of financial risks are accounted for under Section 3855 and are measured at fair value. The U.S. Wealth Management segment has reinsurance ceded contracts to manage its exposure to equity market segregated fund guarantees. In addition, the Reinsurance Division has entered into similar contracts with other insurance companies. The Company continues to report the carrying amount of these contracts as policy liabilities, consistent with other reinsurance contracts. The change in fair value of these contracts is reported as change in actuarial liabilities. The determination of actuarial liabilities on direct contracts takes into consideration associated reinsurance ceded contracts. The determination of actuarial liabilities under Section 4211 is dependent upon the carrying value of assets required to support the liabilities. Consequently, the carrying value of actuarial liabilities was updated to reflect the changes as a result of implementing the new investment accounting standards. Derivatives are classified as fair value option unless they are specifically designated within an effective hedging relationship. For fair value hedges, the effective portion of the change in the fair value of a derivative instrument as at January 1, 2007 is offset by the changes in fair value attributed to the risk being hedged in the underlying asset or liability. For cash flow hedges, the effective portion of the change in the fair value of the derivative instrument is offset in AOCI MIC Financing Trust I The changes in accounting policies resulted in a charge to opening retained earnings of $176, an increase in opening participating policyholders equity of $13 and an increase in opening AOCI of $1,741. Amounts previously reported as currency translation account have been reclassified to AOCI.

84 82 Notes to the Consolidated Financial Statements The changes to the opening January 1, 2007 consolidated balance sheet were as follows: Accounting January 1, Policy December 31, 2007 Changes 2006 reference Assets Invested assets Cash and short-term securities $ 10,898 $ (3) $ 10,901 Securities Bonds 80,707 2,622 78,085 1 Stocks 13,232 1,960 11,272 2 Loans 61,515 (112) 61,627 3 Real estate 5,905 5,905 Other investments 3,464 (66) 3,530 4 Total invested assets $ 175,721 $ 4,401 $ 171,320 Other assets $ 14,625 $ 29 $ 14,596 Derivatives 1,978 1, Total other assets $ 16,603 $ 1,607 $ 14,996 Total assets $ 192,324 $ 6,008 $ 186,316 Liabilities and equity Policy liabilities $ 138,568 $ 7,749 $ 130,819 6 Deferred realized net gains 127 (4,315) 4,442 7 Bank deposits 7,843 (2) 7,845 Consumer notes 2,770 (90) 2,860 8 Long-term debt 1,929 (1) 1,930 9 Future income tax liability 2, , Derivatives 1, Other liabilities 5, ,699 $ 161,208 $ 4,445 $ 156,763 Liabilities for preferred shares and capital instruments 3,680 (15) 3, Non-controlling interest in subsidiaries Equity Participating policyholders equity Shareholders equity Preferred shares Common shares 14,248 14,248 Contributed surplus Retained earnings 13,336 (176) 13, Accumulated other comprehensive income (loss) on available-for-sale securities and cash flow hedges 1,741 1, on translation of net foreign operations (3,009) (3,009) Total equity $ 27,234 $ 1,578 $ 25,656 Total liabilities and equity $ 192,324 $ 6,008 $ 186,316 Manulife International Holdings Limited 2007 Review

85 Notes to the Consolidated Financial Statements 83 1 Net unrealized gains of $1,155 on AFS and $1,467 on fair value 2 Net unrealized gains of $1,146 on AFS and $814 on fair value 3 Hedge accounting adjustments related to loans being designated in prior years as hedged items 4 Adoption of new impairment policy for equities 5 Fair value adjustment 6 Consequential impact of change in accounting policies 7 Elimination of category for other than real estate 8 Unrealized gain related to electing fair value 9 Hedge accounting adjustments related to long-term debt that was in a fair value hedge in Tax effect of opening adjustments 11 Fair value adjustment 12 Subordinated debt payable to MIC Financing Trust I classified as trading 13 Portion of fair value adjustments related to par surplus 14 Result of above items 15 $2,298 related to AFS securities net of income taxes of $537, offset by $31 related to cash flow hedges, net of income taxes of $ MIC Financing Trust I b) Accounting for leveraged leases Effective January 1, 2007 the Company adopted amended Emerging Issues Committee s EIC 46, Accounting for Leveraged Leases, which harmonizes with U.S. Financial Accounting Standards Board Staff Position No. 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction, issued in July This guidance requires that changes in the projected timing of cash flows relating to income taxes generated by a leveraged lease be considered triggers requiring recalculation of the lease s expected internal rate of return and recalculation of accrued lease income from the inception of the lease, with gain or loss recognition of any resulting change. Prior to this amendment, only changes to lease assumptions which affected the total amount of estimated net income were considered to be such triggers. The Company s adoption of EIC 46 resulted in a charge to opening retained earnings at January 1, 2007 of $157, net of income taxes of $77. c) Cash flow presentation of interest discounts and premiums Effective July 1, 2007, the Company adopted amended EIC 47 Interest Discount or Premium in the Cash Flow Statement. This EIC amendment conforms EIC 47 to Section 3855 and requires classification of the amortization of premiums on investments in debt securities as cash flows from investing activities rather than cash flows from operating activities in the Company s Consolidated Statements of Cash Flows. The Company s adoption of EIC 47 resulted in classification of $574 of premium amortization as cash flows from investing activities for the year ended December 31, 2007 ($730 for the year ended December 31, 2006), which prior to adoption would have been included, net of accretion of discounts, in cash flows provided by operating activities. CICA EIC 46 (Staff Position) 13-2 EIC EIC 47 EIC EIC EIC 47

86 84 Notes to the Consolidated Financial Statements d) Capital disclosures Effective October 1, 2007, the Company adopted CICA Handbook Section 1535 Capital Disclosures. This section requires disclosure of the Company s objectives, policies and processes for managing capital, as well as its compliance with any externally imposed capital requirements. Transition to the new standard did not have any financial impact to the Company. Note 3 Future Accounting and Reporting Changes Financial instruments disclosure and presentation On December 1, 2006, the CICA issued new accounting standards comprising CICA Handbook Sections 3862 Financial Instruments Disclosure and 3863 Financial Instruments Presentation. Section 3862 requires disclosures of financial instruments, including their impact on financial position and performance and on the risks associated with recognized and unrecognized financial instruments. Section 3863 carries forward unchanged the presentation requirements of Section These sections will be effective for the Company s fiscal year beginning January 1, Note 4 Intangible Assets Intangible assets include the JHF brand name, distribution networks, fund management contracts, and contractual rights. Intangible assets that have finite lives are amortized over their estimated useful lives in relation to the associated gross margins from the related businesses. CICA CICA CICA Change in Balance foreign Balance January 1, exchange December 31, 2007 Additions Disposals Amortization rates 2007 For the year ended December 31, 2007 Indefinite life Brand $ 700 $ $ $ $ (107) $ 593 Fund management contracts 342 (52) 290 $ 1,042 $ $ $ $ (159) $ 883 Finite life Distribution networks $ 524 $ 123 $ $ (11) $ (68) $ 568 Other intangible assets (13) (8) 122 $ 666 $ 124 $ $ (24) $ (76) $ 690 Total $ 1,708 $ 124 $ $ (24) $ (235) $ 1,573 Manulife International Holdings Limited 2007 Review

87 Notes to the Consolidated Financial Statements 85 Change in Balance foreign Balance January 1, exchange December 31, 2006 Additions Disposals Amortization rates 2006 For the year ended December 31, 2006 Indefinite life Brand $ 700 $ $ $ $ $ 700 Fund management contracts $ 1,042 $ $ $ $ $ 1,042 Finite life Distribution networks $ 535 $ $ $ (11) $ $ 524 Other intangible assets 165 (9) (13) (1) 142 $ 700 $ $ (9) $ (24) $ (1) $ 666 Total $ 1,742 $ $ (9) $ (24) $ (1) $ 1,708 Note 5 Invested Assets and Investment Income a) Carrying values and fair values of invested assets Fair Value Available Total Carrying Total Total Carrying Total As at December 31 Option for Sale Other Value Fair Value Value Fair Value Cash and short-term securities (1) (1) $ 645 $ 10,098 $ 1,611 $ 12,354 $ 12,354 $ 10,901 $ 10,898 Bonds (2) (2) Canadian government & agency 8,384 2,673 11,057 11,057 9,952 11,243 U.S. government & agency 4,796 1,262 6,058 6,058 8,356 8,370 Other government & agency 4, ,678 4,678 4,327 4,576 Corporate 38,121 3,963 42,084 42,084 44,401 45,582 Mortgage/asset-backed securities 8, ,954 8,954 11,049 10,959 Stocks (2) (2) 6,913 4,221 11,134 11,134 11,272 13,232 Loans Private placements (3) (3) 21,591 21,591 21,573 25,074 24,854 Mortgages (3) (3) 26,061 26,061 26,071 28,131 28,403 Policy loans (4) (4) 5,823 5,823 5,823 6,413 6,413 Bank loans (3) (3) 2,182 2,182 2,191 2,009 2,094 Real estate (5) (5) 5,727 5,727 7,608 5,905 7,212 Other investments (6) (6) 3,597 3,597 4,236 3,530 4,130 Total invested assets $ 70,982 $ 23,726 $ 66,592 $ 161,300 $ 163,821 $ 171,320 $ 177,966

88 86 Notes to the Consolidated Financial Statements (1) Short-term securities are carried at their fair values. (2) Fair values for bonds and stocks are determined with reference to quoted market bid prices where available. When quoted market bid prices are not available for bond and stock securities not traded in an active market, fair values are determined using valuation techniques which include discounted cash flows and internal models that refer to observable market data. (3) Fair values of private placements, mortgages and bank loans are based on valuation techniques and assumptions which reflect changes in interest rates and changes in the creditworthiness of individual borrowers which have occurred since the investments were originated. Fair values also reflect any applicable provision for credit loan losses. For fixed-rate mortgages, fair value is determined by discounting the expected future cash flows at market interest rates for mortgages with similar credit risks. Leveraged leases are carried at values derived in accordance with leveraged lease accounting (see note 1b) and their fair values are not readily available. (4) Policy loans are carried at amortized cost. As policy loans are fully collateralized by their cash surrender values and can be repaid at any time, their carrying values are assumed to equal their fair values. (5) Fair values of real estate are determined by external appraisals utilizing expected net cash flows discounted at market interest rates. Foreclosed properties of $4 are included in real estate as at December 31, 2007 (2006 $5). (6) Other investments include private equity and fixed income investments held primarily in power and infrastructure, oil and gas, and timber and agriculture sectors. Fair values of these investments are estimated based on best available information which includes external appraisals as well as various valuation techniques used by external managers. (1) (2) (3) 1b (4) (5) (6) The following tables present the carrying value and fair value of investments segregated by maturity. Investments that are not due at a single maturity date are shown separately. Actual maturities could differ from contractual maturities as borrowers may have the right to call or prepay obligations. Carrying Values Due after Due after 1 year 5 years Total Total No specific Due in through through Due after carrying carrying maturity 1 year or less 5 years 10 years 10 years value value As at December 31, Cash and short-term securities $ 12,354 $ $ $ $ $ 12,354 $ 10,901 Bonds: Canadian government & agency ,235 8,771 11,057 9,952 U.S. government & agency ,271 2,977 6,058 8,356 Other government & agency ,305 2,511 4,678 4,327 Corporate 3,077 13,528 10,052 15,427 42,084 44,401 Mortgage/asset-backed securities ,961 8,954 11,049 Stocks 11,134 11,134 11,272 Private placements 897 3,906 7,268 9,520 21,591 25,074 Mortgages 4,581 1,600 6,609 8,260 5,011 26,061 28,131 Policy loans 5,823 5,823 6,413 Bank loans , ,182 2,009 Real estate 5,727 5,727 5,905 Other investments 3,597 3,597 3,530 Total $ 43,308 $ 6,126 $ 27,019 $ 32,642 $ 52,205 $ 161,300 $ 171,320 Manulife International Holdings Limited 2007 Review

89 Notes to the Consolidated Financial Statements 87 Fair Values Due after Due after 1 year 5 years Total Total No specific Due in through through Due after fair fair maturity 1 year or less 5 years 10 years 10 years value value As at December 31, Cash and short-term securities $ 12,354 $ $ $ $ $ 12,354 $ 10,898 Bonds: Canadian government & agency ,235 8,771 11,057 11,243 U.S. government & agency ,271 2,977 6,058 8,370 Other government & agency ,305 2,511 4,678 4,576 Corporate 3,077 13,528 10,052 15,427 42,084 45,582 Mortgage/asset-backed securities ,961 8,954 10,959 Stocks 11,134 11,134 13,232 Private placements 896 3,899 7,257 9,521 21,573 24,854 Mortgages 4,584 1,611 6,680 8,239 4,957 26,071 28,403 Policy loans 5,823 5,823 6,413 Bank loans , ,191 2,094 Real estate 7,608 7,608 7,212 Other investments 4,236 4,236 4,130 Total $ 45,838 $ 6,136 $ 27,084 $ 32,611 $ 52,152 $ 163,821 $ 177,966 The following table presents the carrying value and fair value of mortgages, by type of property: Mortgages Carrying Fair Carrying Fair As at December 31 value value value value Residential $ 8,838 $ 8,872 $ 8,020 $ 8,093 Office 3,883 3,887 4,788 4,856 Retail 5,586 5,543 6,688 6,761 Industrial 3,225 3,235 3,574 3,649 Other 4,529 4,534 5,061 5,044 Total $ 26,061 $ 26,071 $ 28,131 $ 28,403 The carrying value of government-insured mortgages was 21% of the total carrying value of the mortgage portfolio as at December 31, 2007 ( %) and the carrying value of privately-insured mortgages was 1.5% of the total mortgage portfolio as at December 31, 2007 ( %). 21% 17% 1.5% 1.3%

90 88 Notes to the Consolidated Financial Statements b) Investment income Fair Value Available For the year ended December 31, Option for Sale Other (3) Total Yields (4) Total Yields (4) (3) (4) (4) Cash and short-term securities $ 38 $ 465 $ $ % $ % Bonds 5.2% 5.7% Interest income 3, , % 4,086 (Losses) gains (1) (1) (111) 31 (80) (0.1)% 356 Impairment (loss) recovery (4) (4) 32 Stock securities 11.0% 13.1% Dividend income Gains (1) (1) , Impairment loss (33) (33) Loans Private placements 6.4% 7.5% Interest income 1,370 1,370 1,457 Gains (1) (1) (Provision) recovery for loan losses, net (13) (13) 21 Mortgages 6.3% 6.2% Interest income 1,551 1,551 1,597 Gains (1) (1) Recovery of loan losses, net Policy loans % % Bank loans 7.4% 7.2% Interest income Real estate % % Derivatives Interest (64) (64) n/a (122) n/a Gains (1) (1) n/a 131 n/a Other investments 11.9% 9.9% Interest income Gains (1) (1) Impairments (15) (15) (66) Total investment income $ 4,139 $ 1,523 $ 4,679 $ 10, % $ 10, % Interest income $ 3,489 $ 974 $ 3,749 $ 8, % $ 8, % Dividend, rental and other income % % Impairments and provisions for loan losses (37) (7) (44) 0.0% (1) 0.0% Realized gains on assets backing surplus (2) (2) % 1, % Realized and unrealized gains on assets supporting policy liabilities and consumer notes % % Total investment income $ 4,139 $ 1,523 $ 4,679 $ 10, % $ 10, % Manulife International Holdings Limited 2007 Review

91 Notes to the Consolidated Financial Statements 89 (1) Gains (losses) include both realized and unrealized gains (losses) on securities and derivative financial instruments designated as trading under the fair value option and realized gains (losses) for AFS and other invested assets. Amounts in 2006 consist of amortization of deferred net realized gains and move to market adjustments for stock securities. (2) Amounts in 2006 consist of amortization of deferred net realized gains and move to market adjustments for stock securities. (3) Other includes interest income on loans, real estate rental income and move to market adjustments, derivative income as outlined in note 21 and earnings on other investments. (4) Yields in 2007 are based on total investment income divided by the aggregate of the average carrying value of invested assets plus accrued income less deferred realized net gains on real estate holdings (for 2006, deferred net realized gains existed on all invested assets). (1) (2) (3) 21 (4) c) Investment expenses For the year ended December 31, Relating to invested assets $ 376 $ 336 Related to segregated, mutual and other funds (1) (1) Total investment expenses $ 983 $ 841 (1) Incurred by providing portfolio management services where the company holds or has invested assets on behalf of individuals and financial institutions. (1) d) Securities lending The Company engages in securities lending to generate fee income. Certain securities from its portfolio are loaned to other institutions for periods of time in exchange for collateral from the borrower. The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are implemented regarding the acceptability of types of collateral and the valuation parameters. Collateral, which exceeds the market value of the loaned securities, is retained by the Company until the underlying security has been returned to the Company. Securities received as collateral cannot be sold or re-pledged externally by the Company, unless a counterparty defaults on its financial obligations. The market value of the loaned securities is monitored on a daily basis with additional collateral obtained or refunded as the market value of the underlying loaned securities fluctuates. As at December 31, 2007, the Company had loaned securities (which are included in invested assets) with a carrying value and market value of approximately $3,611 and $3,692, respectively (2006 $3,713 and $3,798, respectively)

92 90 Notes to the Consolidated Financial Statements Note 6 Policy Liabilities a) Policy liabilities Policy liabilities are reported in the consolidated financial statements net of reinsurance ceded. The policy liabilities, before and after reinsurance ceded, are shown below. As at December 31, Gross policy liabilities $ 133,109 $ 139,607 Impact of reinsurance ceded (8,687) (8,788) Policy liabilities $ 124,422 $ 130,819 Policy liabilities include actuarial liabilities as well as policy benefits payable, provision for unreported policy claims, and policyholder amounts on deposit. The components of policy liabilities are shown below. As at December 31, Actuarial liabilities $ 117,652 $ 123,416 Benefits payable and provision for unreported claims 2,215 2,430 Policyholder amounts on deposit 4,555 4,973 Policy liabilities $ 124,422 $ 130,819 Policy liabilities represent the amount which, together with estimated future premiums and net investment income, will be sufficient to pay estimated future benefits, policyholder dividends and experience rating refunds, taxes (other than income taxes) and expenses on policies in-force. Under Canadian GAAP, the determination of actuarial liabilities is based on an explicit projection of cash flows using current best estimate assumptions for each material cash flow item and contingency. Investment returns are based on projected investment income using the current asset portfolios and projected reinvestment strategies. Each assumption is adjusted by a margin for adverse deviation. For investment returns, this margin is established by scenario testing. Scenario testing is generally done on a deterministic basis, testing a range of prescribed and company-developed scenarios, but is done stochastically for minimum guarantees on segregated fund products. For other assumptions, this margin is established by directly adjusting the best estimate assumption. The cash flows used in the actuarial valuation adjust the gross policy cash flows to reflect the projected cash flows from ceded reinsurance. The cash flow impact of reinsurance ceded varies depending upon the amount of reinsurance, the structure of the reinsurance treaties, the expected economic benefit from the treaty cash flows and the impact of margins for adverse deviation. Manulife International Holdings Limited 2007 Review

93 Notes to the Consolidated Financial Statements 91 The period used for the projection of cash flows is the policy lifetime for most individual insurance contracts. For other types of contracts a shorter projection period may be used, limiting the period to the term of the liability over which the Company is exposed to material insurance risk without the ability to adjust premiums or policy charges. Where the projection period is less than the policy lifetime, actuarial liabilities may be reduced by an allowance for acquisition expenses expected to be recovered from policy cash flows beyond the projection period used for the liabilities. Such allowances are tested for recovery using assumptions, including margin for adverse deviation, as used in other components of the actuarial valuation. b) Composition The composition of policy liabilities, on a net of reinsurance ceded basis, by line of business and reporting segment is shown in the table below. Policy liability totals before the impact of reinsurance ceded are also shown. The net of reinsurance ceded numbers are used throughout the consolidated financial statements. Individual insurance Total, net of Total before Non- Annuities Other policy reinsurance reinsurance Participating participating and pensions liabilities (1) ceded ceded As at December 31, 2007 (1) U.S. Insurance $ 20,129 $ 12,050 $ 25 $ 8,892 $ 41,096 $ 44,747 U.S. Wealth Management 30, ,648 31,548 Canadian Division 6,464 11,166 13,221 5,798 36,649 40,102 Asia and Japan Division 11,758 1, ,913 13,982 Reinsurance Division 1, ,621 1,818 Corporate and Other Total, net of reinsurance ceded $ 38,351 $ 25,662 $ 44,561 $ 15,848 $ 124,422 $ 133,109 Total before reinsurance ceded $ 39,110 $ 31,096 $ 45,515 $ 17,388 $ 133,109 (1) Other policy liabilities include group insurance, and individual and group health including long-term care insurance. (1)

94 92 Notes to the Consolidated Financial Statements Individual insurance Total, net of Total before Non- Annuities Other policy reinsurance reinsurance Participating participating and pensions liabilities (1) ceded ceded As at December 31, 2006 (1) U.S. Insurance $ 23,095 $ 12,545 $ 30 $ 8,562 $ 44,232 $ 47,686 U.S. Wealth Management 38, ,222 39,491 Canadian Division 5,557 9,451 12,078 5,468 32,554 35,596 Asia and Japan Division 10,782 1, ,673 13,687 Reinsurance Division 1, ,884 2,055 Corporate and Other ,092 Total, net of reinsurance ceded $ 39,460 $ 25,096 $ 51,042 $ 15,221 $ 130,819 $ 139,607 Total before reinsurance ceded $ 39,898 $ 30,065 $ 52,366 $ 17,278 $ 139,607 (1) Other policy liabilities include group insurance, and individual and group health including long-term care insurance. (1) For participating policies in-force at demutualization, separate sub-accounts were established within the participating account. These sub-accounts permit this participating business to be operated as separate closed blocks of business. As at December 31, 2007, $25,289 (2006 $26,904) of both assets and policy liabilities related to the participating policyholders account were included in the closed blocks. c) Assets backing policy liabilities, other liabilities and capital Assets are segmented and matched to liabilities with similar underlying characteristics by product line and major currency. The Company has established target investment strategies and asset mixes for each asset segment supporting policy liabilities, which take into account the risk attributes of the liabilities supported by the assets and expectations of market performance. Liabilities with rate and term guarantees, such as annuities and pensions, are predominantly backed by fixed-rate instruments such as bonds, commercial loans and mortgage loans. Insurance products, such as participating whole life insurance, are backed by a broader range of asset classes. The Company s equity is invested in a range of debt and equity investments, both public and private. Changes in the fair value of assets backing policy liabilities would have a limited impact on the Company s equity wherever there is an effective matching of the assets and liabilities, as it would be substantially offset by a corresponding change in the fair value of the actuarial liabilities. The fair value of assets backing policy liabilities as at December 31, 2007 was estimated at $126,243 (2006 $135,066) , , Manulife International Holdings Limited 2007 Review

95 Notes to the Consolidated Financial Statements 93 The fair value of assets backing capital and other liabilities as at December 31, 2007 was estimated at $52,735 (2006 $57,749) The deferred realized net (losses) gains taken into account in the computation of policy liabilities as at December 31, 2007 were $(17) (2006 $3,123). The carrying value of total assets backing net policy liabilities, other liabilities and capital was as follows: (0.17) Individual life insurance Non- Annuities Other policy Other As at December 31, 2007 Participating participating and pensions liabilities (1) liabilities (2) Capital (3) Total (2) (3) Assets Bonds $ 20,145 $ 11,986 $ 21,087 $ 5,876 $ 5,223 $ 8,514 $ 72,831 Stocks 3,986 2, ,747 11,134 Mortgages 3,825 3,232 8,804 3,308 6, ,061 Private placements 2,827 2,864 8,810 2,577 1,030 3,483 21,591 Real estate 2,043 1, , ,727 Other 5,525 3,667 5,058 2,778 10,708 11,378 39,114 Total $ 38,351 $ 25,662 $ 44,561 $ 15,848 $ 24,509 $ 27,527 $ 176,458 Individual life insurance Non- Annuities Other policy Other As at December 31, 2006 Participating participating and pensions liabilities (1) liabilities (2) Capital (3) Total (1) (2) (3) Assets Bonds $ 20,669 $ 12,460 $ 25,283 $ 6,123 $ 6,993 $ 6,557 $ 78,085 Stocks 3,417 2, ,939 11,272 Mortgages 4,364 3,428 10,549 3,119 6, ,131 Private Placements 2,678 1,980 10,332 2,270 3,868 3,946 25,074 Real estate 1,989 1, , ,905 Other 6,343 3,517 3,801 2,050 7,645 14,493 37,849 Total $ 39,460 $ 25,096 $ 51,042 $ 15,221 $ 25,944 $ 29,553 $ 186,316 (1) Other policy liabilities include group insurance, and individual and group health including long-term care insurance. (2) Other liabilities include non-insurance liabilities. (3) Capital, consists of liabilities for preferred shares and capital instruments, noncontrolling interest in subsidiaries and total equity excluding AOCI on cash flow hedges. (1) (2) (3)

96 94 Notes to the Consolidated Financial Statements d) Significant policy liability valuation assumptions The determination of policy liabilities involves the use of estimates and assumptions. Actual results could differ from those estimates. Policy liabilities have two major components: a best estimate amount and a provision for adverse deviation. In conjunction with prudent business practices to manage both business and investment risks, the selection and monitoring of appropriate assumptions are designed to minimize the extent to which the Company is financially exposed to measurement uncertainty. Best estimate assumptions In the computation of policy liabilities, best estimate assumptions are made. Assumptions are made for the valuation term of the liabilities and include assumptions with respect to mortality and morbidity, investment returns, rates of policy termination, operating expenses and certain taxes. Actuarial assumptions may be subject to change in the future. Actual experience is monitored regularly to ensure that the assumptions remain appropriate. Assumptions are discussed in more detail in the following table: Nature of factor and assumption methodology Risk management Mortality and morbidity Mortality relates to the occurrence of death. Mortality assumptions are based on the Company s internal as well as industry past and emerging experience. Assumptions are differentiated by sex, underwriting class, policy type and geographic market. Morbidity relates to the occurrence of accidents and sickness for insured risks. Morbidity assumptions are based on the Company s internal as well as industry past and emerging experience and are established for each type of morbidity risk and geographic market. The Company establishes appropriate underwriting standards to determine the insurability of applicants. Claim trends are monitored on an ongoing basis. Exposure to large claims is managed by establishing policy retention limits, which vary by market and geographic location. Policies in excess of the limits are reinsured with other companies. Mortality is monitored monthly and the overall 2007 experience was favourable when compared to the Company s assumptions. Morbidity is also monitored monthly and the overall 2007 experience was unfavourable when compared to the Company s assumptions. Manulife International Holdings Limited 2007 Review

97 Notes to the Consolidated Financial Statements 95 Nature of factor and assumption methodology Risk management Investment returns The Company segments assets to support liabilities by business segment and geographic market and establishes investment strategies appropriate for each liability segment. The projected cash flows from these assets are combined with projected cash flows from future asset purchases/sales to determine expected rates of return on these assets for all future years. The re-investment strategies are based on the target investment policies for each segment and the re-investment returns are derived from current and projected market rates for fixed interest investments and a projected outlook for non-fixed interest assets. Investment return assumptions include expected future asset credit losses on fixed income investments. Credit losses are projected based on past Company and industry experience as well as specific reviews of the current investment portfolio. Investment return assumptions for each asset class also incorporate expected investment management expenses that are derived from internal cost studies. The costs are attributed to each asset class to develop unitized assumptions per dollar of asset for each asset class. The Company s policy of closely matching cash flows of the assets with those of the corresponding liabilities reduces the Company s exposure to future changes in interest rates. The interest rate risk positions in business segments are monitored on an ongoing basis. Under CALM, the re-investment rate is quantified by using interest rate scenario testing. (Canadian Asset Liability Method CALM) The exposure to asset credit losses is managed by policies and procedures which limit concentrations by issuer, corporate connections, ratings, sectors and geographic regions. On participating policies and some non-participating policies asset credit loss experience is passed back to policyholders through the investment return crediting formula. For other policies, the premiums and benefits reflect the Company s assumed level of future credit losses at contract inception or most recent contract adjustment date. The Company holds explicit provisions in actuarial liabilities for asset credit risk including provisions for adverse deviation. In 2007, credit loss experience on both bonds and mortgages continued to be favourable when compared to the Company s assumptions. Stocks and real estate are used primarily to support liabilities where investment return experience is passed back to policyholders through dividends or credited investment return adjustments. A limited amount of stocks and real estate are also used to support longdated obligations in the Company s annuity and pensions businesses and for long-dated insurance obligations on contracts where the investment return risk is borne by the Company. In 2007, investment expense experience was unfavourable when compared to the Company s assumptions.

98 96 Notes to the Consolidated Financial Statements Nature of factor and assumption methodology Risk management Policy terminations Policy termination includes lapses and surrenders, where lapses represent the termination of policies due to non-payment of premiums and surrenders represent the voluntary termination of policies by policyholders. Premium persistency represents the level of ongoing deposits on contracts where there is policyholder discretion as to the amount and timing of deposits. Policy termination and premium persistency assumptions are primarily based on the Company s recent experience adjusted for expected future conditions. Assumptions reflect differences by type of contract within each geographic market. The Company designs its products in order to minimize financial exposure to lapse and surrender risk. In addition, the Company monitors lapse and surrender experience monthly. In aggregate, 2007 lapse experience on insurance products was unfavourable when compared to the Company s assumptions used in the computation of actuarial liabilities. Expenses and taxes Operating expense assumptions reflect the projected costs of maintaining and servicing inforce policies, including associated overhead expenses. The expenses are derived from internal cost studies projected into the future with an allowance for inflation. For some developing businesses, there is an expectation that unit costs will decline as these businesses mature. Taxes reflect assumptions for future premium taxes and other non-income related taxes. For income taxes, policy liabilities are adjusted only for temporary tax timing and permanent tax rate differences on the cash flows available to satisfy policy obligations. The Company prices its products to cover the expected costs of servicing and maintaining them. In addition, the Company monitors expenses monthly, including comparisons of actual expenses to expense levels allowed for in pricing and valuation. Maintenance expenses for 2007 were favourable when compared to the Company s assumptions used in the computation of actuarial liabilities. The Company prices its products to cover the expected cost of taxes. Manulife International Holdings Limited 2007 Review

99 Notes to the Consolidated Financial Statements 97 Nature of factor and assumption methodology Risk management Policyholder The best estimate projections for policyholder dividends, dividends and experience rating refunds, and other experience rating adjustable elements of policy benefits are refunds, and determined to be consistent with management s other adjustable expectation of how these elements will be policy elements managed should experience emerge consistently with the best estimate assumptions used for mortality and morbidity, investment returns, rates of policy termination, operating expenses and taxes. The Company monitors policy experience closely and adjusts policy benefits and other adjustable elements to reflect this experience. Policyholder dividends are reviewed annually for all businesses under a framework of board approved dividend policies. Foreign currency Foreign currency risk results from a mismatch of the currency of liabilities and the currency of the assets designated to support these obligations. Where a currency mismatch exists, the assumed rate of return on the assets supporting the liabilities is reduced to reflect the potential for adverse movements in exchange rates. The Company has a policy of matching the currency of its assets with the currency of the liabilities they support to mitigate exposure related to adverse movements in foreign exchange rates. The Company s practice is to review actuarial assumptions on an annual basis as part of its review of methods and assumptions (note 6(f)). 6(f) Provision for adverse deviation assumptions The basic assumptions made in establishing policy liabilities are best estimates for a range of possible outcomes. To recognize the uncertainty in establishing these best estimate assumptions, to allow for possible deterioration in experience and to provide greater comfort that the policy liabilities are adequate to pay future benefits, the Appointed Actuary is required to include a margin in each assumption. The impact of these margins is to increase policy liabilities and decrease the income that would be recognized at inception of the policy. Minimum conditions are prescribed by the Canadian Institute of Actuaries for determining margins related to interest rate risk. For other risks, which are not specifically addressed by the Canadian Institute of Actuaries, a range is defined as 5 per cent to 20 per cent of the expected experience assumption, taking into account the risk profiles of the business. The Company uses assumptions at the conservative end of the permissible ranges, taking into account the risk profile of the business. 5% 20%

100 98 Notes to the Consolidated Financial Statements e) Change in policy liabilities The change in policy liabilities during the year was a result of the following business activities and changes in actuarial estimates: Change in Change in Change in actuarial other policy policy liabilities liabilities (1) liabilities For the year ended December 31, 2007 (1) Balance, December 31, 2006 $ 123,416 $ 7,403 $ 130,819 Impact of adopting new accounting policies for financial instruments 7, ,749 Balance, January 1, 2007 $ 131,158 $ 7,410 $ 138,568 New policies 2,855 2,855 Normal in-force movement (2,452) 169 (2,283) Changes in methods and assumptions (27) Currency impact (13,882) (868) (14,750) Balance, December 31 $ 117,652 $ 6,770 $ 124,422 For the year ended December 31, 2006 Balance, January 1 $ 124,364 $ 7,685 $ 132,049 New policies 2,000 2,000 Normal in-force movement (3,001) (242) (3,243) Changes in methods and assumptions (25) (42) (67) Changes due to acquisition and assumption transactions 8 8 Currency impact Balance, December 31 $ 123,416 $ 7,403 $ 130,819 (1) Other policy liabilities is comprised of benefits payable and provision for unreported claims and policyholder amounts on deposit. (1) f) Changes in actuarial methods and assumptions The Company examines the assumptions used in determining policy liabilities on an ongoing basis to ensure they appropriately reflect emerging experience and changes in risk profile. Policy liabilities are increased when expected benefit costs and related risks increase, and vice versa. Policy liabilities include liabilities for policy benefits in the course of settlement. Manulife International Holdings Limited 2007 Review

101 Notes to the Consolidated Financial Statements 99 In 2007, changes in methods and assumptions used in the determination of policy liabilities resulted in a net increase of $32 (2006 decrease of $67) in policy liabilities. The net increase includes a decrease of $10 (2006 increase of $17) to policy liabilities impacting non-controlling interest in subsidiaries, an increase of $23 (2006 decrease of $2) to participating policyholders reserves, and a net increase of $19 (2006 decrease of $82) to reserves that impact the shareholders account. As a result of the actuarial changes in methods and assumptions, shareholders pre-tax income decreased by $19 (2006 increase of $82) and is reported in the Corporate and Other segment. The changes in methods and assumptions in 2007 include an increase of $618 million from a reduction in assumed ultimate reinvestment rates, offset by reductions of $657 million from reflecting increases in available market spreads on reinvestments, and a reduction of $229 million from other refinements and reinvestment return and scenario testing assumptions. There was also a reduction of $168 for refinements to policy liability modeling. Updates to non-economic valuation assumptions resulted in an increase of $468. This included an increase in reserves for the explicit valuation assumptions for insurance risks, policyholder behaviour and expenses, offset by a reduction in reserves for certain reinsurance risks. The changes in methods and assumptions in 2006 include a reduction of $404 reflecting the impact of market movement on insurance segment reserves, and a reduction of $146 related to asset disposition risks on fixed interest assets supporting liabilities, offset by a $261 increase related to the adoption of a new scenario for determining the margin for adverse deviations required for re-investment risk related to future interest rates. Other refinements to policy liability modeling resulted in a $222 increase in policy liabilities, as a $284 reduction from model refinements was offset by a $506 increase from revisions to explicit valuation assumptions for insurance risks, policyholder behaviour and expenses. Note 7 Risk Management In addition to risks related to reserve assumptions, the Company is exposed to the following risks which are considered when establishing policy liabilities: a) Interest rate risk Interest rate risk arises on interest-bearing financial instruments recognized on the balance sheet as well as off-balance sheet exposures. Interest rate exposures are measured using a variety of techniques including cash flow gaps, durations, key rate durations, convexity and earnings and shareholders economic value at risk. The Company calculates shareholders economic value as the net present value of future cash flows related to current assets, recurring premiums to be received and product benefit and expenses to be paid, all discounted at market yields and adjusted for tax

102 100 Notes to the Consolidated Financial Statements The Company s general fund wealth management business may be exposed to interest rate risk as a result of mismatches between the timing and amount of its assets and liabilities. The impact on shareholders economic value of an immediate and permanent parallel shift of 1 per cent in interest rates at all maturities across all markets arising from general fund wealth management business is as follows: 1% Economic Value at Risk Interest Rate Sensitivity Analysis For the years ended December 31, % increase in interest rates 1% $ (21) $ (48) 1% decrease in interest rates 1% $ (5) $ (11) The Company s general fund insurance business is supported by a portfolio of assets invested in a blend of medium to long maturity bonds and a material component of non-fixed income assets, with the investment allocations between fixed income and non-fixed income assets managed proactively. As a result, the interest rate risks related to this business are not easily identified separately from the price volatility related to non-fixed income assets. b) Reinsurance risk In the normal course of business, the Company limits the amount of loss on any one policy by reinsuring certain levels of risk with other insurers. In addition, the Company accepts reinsurance from other reinsurers. Reinsurance ceded does not discharge the Company s liability as the primary insurer. Failure of reinsurers to honour their obligations could result in losses to the Company; consequently, allowances are established for amounts deemed uncollectible. In order to minimize losses from reinsurer insolvency, the Company monitors the concentration of credit risk both geographically and with any one reinsurer. In addition, the Company selects reinsurers with high credit ratings. The effect of reinsurance on premium income was as follows: For the years ended December 31, Direct premium income $ 20,359 $ 19,469 Reinsurance assumed 1,400 1,393 Reinsurance ceded (2,015) (1,758) Total premium income $ 19,744 $ 19,104 Manulife International Holdings Limited 2007 Review

103 Notes to the Consolidated Financial Statements 101 c) Credit risk Credit risk is the risk that a party to a financial instrument will cause a financial loss to the Company by failing to honour its obligation to the Company. Credit risks are primarily associated with invested assets, and derivative and reinsurance counterparties. The Company s exposure to credit risk is managed through risk management policies and procedures which include assessing the quality of the investment portfolio together with maintenance of issuer, industry and geographic diversification standards. In order to manage its exposure to credit risk, the Company establishes exposure limits by borrower, corporate connection, quality rating, industry and geographic region. For derivative exposures, the Company has established a minimum acceptable counterparty credit rating of A from external rating agencies. A 6 The Company has provided for credit risk by establishing allowances against the carrying value of impaired loans. In addition to these allowances, the Company provides for potential future impairments by reducing investment yields assumed in the calculation of policy liabilities (note 6). An allowance for losses on loans is established when a loan becomes impaired as a result of deterioration in credit quality, to the extent there is no longer assurance of timely realization of the carrying value of assets and related investment income. The carrying value of an impaired asset is reduced to its estimated net realizable value at the time of recognition of impairment. Provisions for loan losses are calculated to reduce the carrying value to estimated net realizable value, measured by discounting the remaining expected future cash flows at the effective interest rate inherent in the loan; the fair value of security underlying the loans, net of expected costs of realization and any amounts legally required to be paid to the borrowers; or observable market prices for the loans, if any. An allowance for losses on reinsurance contracts is established when a reinsurance counterparty becomes unable or unwilling to fulfill its contractual obligations. The allowance for loss is based on current recoverables and ceded actuarial liabilities. There is no assurance that the allowance for losses will be adequate to cover future losses or that additional provisions or asset write-downs will not be required. Impaired loans As at December 31, Gross amount Allowance Net amount Net amount Mortgages and others $ 45 $ 23 $ 22 $ 126 Private placements Total $ 184 $ 76 $ 108 $ 294

104 102 Notes to the Consolidated Financial Statements Allowance for loan losses Balance Balance January 1, December 31, 2007 Provisions Recoveries Write-offs (1) 2007 (1) Mortgages and others $ 61 $ 15 $ (36) $ (17) $ 23 Private placements (22) (33) 53 Total $ 134 $ 50 $ (58) $ (50) $ 76 (1) Includes disposals and impact of currency translation. (1) Concentrations of credit risk The Company establishes enterprise-wide investment portfolio level targets and limits to ensure that portfolios are widely diversified across asset classes and individual investment risks and are suitable for the liabilities they support. As at December 31, 2007, 96% of bonds and private placements ( %) were rated at investment grade BBB or higher, and 73% ( %) were rated A or higher. Government bonds and private placements represented 27% ( %) of the portfolios. The Company s highest exposure to a single non-government issuer was $524 (2006 $513). Mortgages and real estate are diversified geographically and by property type. The Company s largest concentration of mortgages and real estate was in Ontario, Canada, with $8,417 (2006 $8,038) of the total portfolio. Income-producing commercial office properties were the largest concentration in the real estate portfolio with $4,115 (2006 $4,167). As at December 31, 2007, 99% ( %) of the stock portfolio was comprised of publicly listed corporations. The largest single issuer represented 5% (2006 2%) of the portfolio. Under contractual arrangements in place with its counterparties, the Company s exposure to loss on derivatives is limited to the extent that default by counterparties to these contracts results in the loss of any net gains that may have accrued with a particular counterparty. All contracts are held with counterparties rated A or higher. As at December 31, 2007, 82% ( %) of the exposed amount was with counterparties rated AA or higher. The largest single counterparty exposure as at December 31, 2007 was $170 (2006 $137). In addition, the company mitigates its risk of credit losses with derivative counterparties by entering into Credit Support Annex Agreements, whereby collateral must be lodged with the counterparty when the exposure exceeds a certain threshold. The Company s exposure to credit risk was mitigated by $881 of collateral held as security as at December 31, 2007 (2006 $752). 96% 96% BBB 73% 71% A 27% 26% % 92% 5% 2% A 82% 87% AA Manulife International Holdings Limited 2007 Review

105 Notes to the Consolidated Financial Statements 103 Note 8 Income Taxes The effective income tax rate for the provision for income taxes reported in the Consolidated Statements of Operations varies from the income taxes computed at the Canadian statutory tax rate of 35% for the year ended December 31, 2007 ( %) for the following reasons: 35% 35% Reconciliation of income tax expense For the years ended December 31, Income tax expense at Canadian statutory tax rate $ 1,962 $ 1,868 (Decrease) increase in income taxes due to: Tax-exempt investment income (114) (139) Differences in tax rates on income not subject to tax in Canada (368) (325) (Release) creation of valuation allowance (34) 50 General business tax credits (64) (70) Other (5) (18) Income tax expense $ 1,377 $ 1,366 Components of income tax expense included in the Consolidated Statements of Operations are as follows: For the years ended December 31, Canadian income tax expense: Current $ 185 $ 197 Future 141 (42) $ 326 $ 155 Foreign income tax expense: Current $ 264 $ 173 Future 787 1,038 $ 1,051 $ 1,211 Income tax expense $ 1,377 $ 1,366 The amount of income taxes paid in cash during the year ended December 31, 2007 was $424 (2006 $208)

106 104 Notes to the Consolidated Financial Statements Income taxes are included in the consolidated financial statements as follows: For the years ended December 31, Consolidated Statements of Operations Income taxes $ 1,377 $ 1,366 Consolidated Balance Sheets Goodwill tax benefit of stock options exercised (3) (16) Consolidated Statements of Equity 3855 implementation opening adjustments 3855 (355) Stock option acceleration (2) Tax benefit of stock options exercised (16) (31) Preferred shares (4) Other comprehensive income opening adjustments 526 Tax benefit in respect of leveraged leases opening adjustment (77) Consolidated Statement of Comprehensive Income Other comprehensive income current year (79) Currency translation account 121 (14) Income taxes $ 1,494 $ 1,299 Undistributed earnings of non-canadian subsidiaries may be taxed upon repatriation to Canada. The Company has recognized a future income tax liability on these undistributed earnings to the extent that management expects it will be incurred on earnings repatriated in the foreseeable future. If all undistributed earnings were repatriated, incremental taxes that would be charged against earnings as at December 31, 2007 are estimated to be $387 (2006 $384). The following table presents future income taxes in total, and the principal components: As at December 31, Future income tax asset: Actuarial liabilities $ 829 $ Gain on sale of invested assets 413 Other 534 1,415 $ 1,363 $ 1,828 Valuation allowance (57) (91) Future income tax asset $ 1,306 $ 1,737 Future income tax liability: Actuarial liabilities $ $ (60) Real estate (408) (449) Securities and other investments (2,798) (2,894) Sale of invested assets (405) Intangible assets (534) (592) Future income tax liability $ (4,145) $ (3,995) Net future income tax liability $ (2,839) $ (2,258) Manulife International Holdings Limited 2007 Review

107 Notes to the Consolidated Financial Statements 105 As at December 31, 2007, the Company has approximately $2,201 (2006 $2,185) of tax loss carry forwards available, of which $2,200 expire between the years 2008 and 2027 while $1 have no expiry date. A tax benefit has been recognized in the amount of $707 (2006 $663) in future income taxes. A tax benefit in the amount of $57 (2006 $91) has not been recognized As at December 31, 2007, the Company has approximately $242 (2006 $232) of general business tax credit carry forwards available which expire between the years 2021 and Note 9 Consumer Notes SignatureNotes is an investment product issued by a subsidiary and sold through a broker-dealer network to retail customers in the form of publicly traded fixed and/or floating rate securities. SignatureNotes are denominated in U.S. dollars, have a variety of maturities, interest rates and call provisions and may be redeemed upon the death of the holder, subject to an overall program redemption limit of one per cent of the aggregate securities outstanding or an individual redemption limit of U.S. $0.2 of aggregate principal. As at December 31, 2007, interest rates ranged from 2.25% to 6.25% ( % to 6.25%) with maturities until As the assets supporting consumer notes are managed along with assets supporting policy liabilities, the Company has designated consumer notes as trading under the fair value option in order to reduce any recognition inconsistency. Fair values are determined at the contract level by projecting cash flows and discounting at current pricing rates, defined as U.S. Treasury rates plus a spread. The fair value attributable to credit risk represents the present value of the spread. The carrying amount at December 31, 2007 of financial liabilities designated at fair value was $2,085, which is $28 lower than the contractual amount at maturity. At December 31, 2006, the carrying amount was $2,860 and the fair value was $2,770. For the year ended December 31, 2007, the fair value of consumer notes increased by $29 of which a decrease of $52 related to changes in fair value attributable to credit risk. The change in fair value is included in interest expense. Total interest expense relating to the consumer notes was $153 for the year ended December 31, 2007 (2006 $143). SignatureNotes SignatureNotes SignatureNotes 1%200,000 SignatureNotes 2.25% 6.25% 1.85% 6.25% Note 10 Long-Term Debt As at December 31, % Notes payable U.S. dollar 5.625% $ 497 $ % Medium term notes 4.67% Notes payable to Manulife Finance (Delaware) LLC Manulife Finance (Delaware) LLC Other notes payable Total long-term debt $ 1,820 $ 1,930 Fair value $ 1,806 $ 1,945

108 106 Notes to the Consolidated Financial Statements The fair value of long-term debt is determined using quoted market prices where available. For debt instruments that do not have quoted prices available, the fair value is determined with reference to quoted prices of a debt instrument with similar characteristics or utilizing a model to discount cash flows based on current market interest rates. The carrying value of the long-term debt reflects an unamortized fair value increment of U.S. $20, which arose as a result of the acquisition of JHF. The amortization of the fair value adjustment is recorded in interest expense in these consolidated financial statements. The cash amount of interest paid during the year ended December 31, 2007 was $100 (2006 $68). Issue costs are amortized over the term of the debt. a) 5.625% U.S. dollar notes payable On December 6, 2001, JHF issued U.S. $500 ($796) in 5.625% senior notes maturing on December 1, 2008 pursuant to a U.S. $1,000 effective shelf registration statement. The notes are redeemable, in whole or in part, at the option of JHF at any time at a redemption price equal to the greater of par or the fair value of the notes based on the U.S. treasury rate plus 20 basis points, in each case together with accrued and unpaid interest. b) 4.67% Medium term notes On March 28, 2006, MFC issued US$350 in 4.67% notes, which mature March 28, 2013 and are redeemable in whole or in part by MFC at any time at the greater of par or the fair value of the debt based on the yield on Government of Canada bonds plus 11 basis points, in each case together with accrued and unpaid interest. c) Notes payable to Manulife Finance (Delaware) LLC On December 14, 2006, Manulife Holdings (Delaware) LLC ( MHD ), a wholly owned subsidiary of MLI, issued $550 in senior notes to Manulife Finance (Delaware) LLC ( MFLLC ), a subsidiary of Manulife Finance (Delaware), L.P. ( MFLP ) (see note 18(b)). MFLP and its subsidiaries are related parties to the Company. The notes mature on December 15, 2016 with interest payable semi-annually at the 90-day Bankers Acceptance rate plus 0.302%. MHD may redeem the notes, in whole or in part, at any time for the amount of principal and unpaid interest % % 11 Manulife Holdings (Delaware) LLC MHD Manulife Finance (Delaware),L.P. MFLP Manulife Finance (Delaware) LLC MFLLC (b) MFLP 0.302% MHD MFLP MFLPMFLLC 18(b) MFLP is a wholly owned subsidiary; however, the senior debentures issued by MFLP and the senior notes receivable by MFLLC are not consolidated (see note 18(b)). Manulife International Holdings Limited 2007 Review

109 Notes to the Consolidated Financial Statements 107 d) Other notes payable The notes payable bear interest rates ranging from 6.496% to 12.1% and mature in varying amounts to The notes were issued by various subsidiaries of JHF % 12.1% Aggregate maturities of long-term debt are as follows: As at December 31, Less than one year $ 504 $ 7 One to two years Two to three years 1 2 Three to four years Four to five years 416 Greater than five years Total $ 1,820 $ 1,930 Note 11 Liabilities for Preferred Shares and Capital Instruments As at December 31, Preferred shares Class A Shares, Series 1 A 1 $ 344 $ 344 Senior debentures issued to Manulife Financial Capital Trust 6.7% debentures 6.7% % debentures 7.0% Surplus notes U.S. dollar Subordinated notes 6.24% Canadian dollar 6.24% Subordinated notes payable to Manulife Finance Manulife Finance (Delaware) LLC (Delaware) LLC Subordinated debt securities payable to MIC Financing Trust 1 MIC Financing Trust I 578 Total $ 3,010 $ 3,695 Fair value $ 3,125 $ 3,899 The fair value of liability instruments is determined using quoted market prices where available. For liability instruments that do not have quoted prices available, the fair value is determined with reference to the quoted prices of a liability instrument with similar characteristics or utilizing a model to discount cash flows based on current market interest rates. The carrying value of the surplus notes reflects an unamortized fair value increment of U.S. $46, which arose as a result of the acquisition of JHF. The amortization of the fair value adjustment is recorded in interest expense in these consolidated financial statements. 0.46

110 108 Notes to the Consolidated Financial Statements The cash amount of interest paid during the year ended December 31, 2007 was $212 (2006 $208). Issue costs are amortized over the term of the capital instruments Preferred shares On June 19, 2003, MFC issued 14 million Class A Shares, Series 1 ( Series 1 Preferred Shares ) at a price of $25.00 per share, for an aggregate amount of $350. The Series 1 Preferred Shares are non-voting and are entitled to non-cumulative preferential cash dividends payable quarterly, if and when declared, at a per annum rate of 4.10% per Series 1 Preferred Share. With regulatory approval, the Series 1 Preferred Shares may be redeemed by MFC on or after June 19, 2010, in whole or in part, at declining premiums that range from $1.25 to nil per Series 1 Preferred Share, by either payment of cash or the issuance of MFC common shares. On or after December 19, 2015, the Series 1 Preferred Shares will be convertible at the option of the holder into MFC common shares, the amount of which is determined by a prescribed formula, and is subject to the right of MFC prior to the conversion date to redeem for cash or find substitute purchasers for such preferred shares. Senior debentures issued to Manulife Financial Capital Trust On December 10, 2001, MLI issued senior debentures to Manulife Financial Capital Trust (the Trust ). The debentures mature on December 31, 2051 and interest is payable semi-annually on June 30 and December 31. With regulatory approval, upon certain tax or regulatory capital changes, or on any interest payment date after December 31, 2006 but prior to June 30, 2012, MLI may redeem the debentures at the greater of par or the fair value of the debt based on the yield on Government of Canada bonds plus 40 basis points in the case of the 7.0% debentures and 32 basis points in the case of the 6.7% debentures, on or after June 30, 2012 at par, in each case together with accrued and unpaid interest. At the option of the Trust, the 7.0% debentures are convertible into MLI Class A Shares Series 2 and the 6.7% debentures are convertible into MLI Class A Shares Series 4. Under certain circumstances, the 7.0% debentures will be automatically converted into MLI Class A Shares Series 3 and the 6.7% debentures will be automatically converted into MLI Class A Shares Series 5. The Trust, a wholly owned open-end trust, is deemed to be a VIE; however, because the Company is not the primary beneficiary, the Trust is not consolidated (see note 18(b)) ,000,000 A % %32 6.7% 7.0% A 2 6.7% A 4 7.0%A 3 6.7% A 5 18(b) % Massachusetts Commissioner of Insurance U.S. dollar surplus notes On February 25, 1994, JHF issued U.S. $450 in 7.375% surplus notes maturing on February 15, Any payment of interest or principal on the surplus notes requires the prior approval of the Massachusetts Commissioner of Insurance. Manulife International Holdings Limited 2007 Review

111 Notes to the Consolidated Financial Statements 109 Canadian dollar subordinated debt On February 16, 2001, MLI issued, in two tranches, $800 in unsecured subordinated debentures. Debentures with principal of $250, maturing on February 16, 2011, bearing interest at a fixed rate of 5.70% for five years and thereafter at a rate of 1% plus the 90-day Bankers Acceptance rate were redeemed at par plus accrued interest to the date of redemption on February 16, In addition, debentures with principal of $550, maturing on February 16, 2016, bear interest at a fixed rate of 6.24% for 10 years and thereafter at a rate of 1% plus the 90-day Bankers Acceptance rate (adjusted quarterly). The debentures are redeemable in whole or in part by MLI, subject to regulatory approval, at any time prior to February 16, 2011, at the greater of par or the fair value of the debt based on the yield on Government of Canada bonds plus basis points; thereafter at par; in each case together with accrued and unpaid interest. Subordinated notes payable to Manulife Finance (Delaware) LLC On December 14, 2006, Manulife Holdings (Delaware) LLC ( MHD ), a wholly owned subsidiary of MLI, issued $650 in subordinated notes to Manulife Finance (Delaware) LLC ( MFLLC ), a subsidiary of Manulife Finance (Delaware), L.P. ( MFLP ). The notes mature on December 15, 2036 and bear interest payable semi-annually at the 90-day Bankers Acceptance rate plus 0.72%. With regulatory approval, MHD may redeem the notes, in whole or in part, at any time for the amount of principal and unpaid interest. Issue costs for the subordinated notes payable are amortized over the term of the debt % 1% % 1% Manulife Holdings (Delaware) LLC MHD Manulife Finance (Delaware), L.P. MFLP Manulife Finance (Delaware) LLC MFLLC % MHD MFLP MFLPMFLLC 18(b) MFLP is a wholly owned subsidiary; however, the subordinated debentures issued by MFLP and the subordinated notes receivable by MFLLC are not consolidated (see note 18(b)). Subordinated debt securities payable to MIC Financing Trust I In January 1997, The Manufacturers Investment Corporation ( MIC ) issued U.S. $485 subordinated debt securities to MIC Financing Trust I ( MIC Trust ) established by MIC. MIC redeemed the subordinated debt securities for the amount of principal plus accrued and unpaid interest to the date of redemption on February 1, The Manufacturers Investment Corporation MIC MIC MIC Financing Trust I MIC 4.85 MIC MIC MIC MIC MIC (b) MIC Trust has been dissolved as of February 14, It was a wholly owned trust of MIC; however, the trust preferred securities issued by MIC Trust and the U.S. $485 subordinated notes receivable by MIC Trust were not consolidated (see note 18(b)).

112 110 Notes to the Consolidated Financial Statements Note 12 Non-Controlling Interest in Subsidiaries As at December 31, Non-controlling interest in common equity of subsidiaries $ 146 $ 109 Preferred shares issued by MLI MLI Class A, A Series Total $ 146 $ 202 On December 31, 2007, MLI redeemed all of its outstanding Class A, Series 6 Shares at a price of $26 per share. The difference between the redemption price and the carrying value was credited to contributed surplus. 26 A 6 Note 13 Share Capital The authorized capital of MFC consists of: a) an unlimited number of common shares without nominal or par value; and b) an unlimited number of Class A and Class B preferred shares without nominal or par value, issuable in series. Preferred shares On February 18, 2005, MFC issued 14 million Class A Shares, Series 2 ( Series 2 Preferred Shares ) at a price of $25.00 per share, for an aggregate amount of $350. The Series 2 Preferred Shares are non-voting and are entitled to non-cumulative preferential cash dividends payable quarterly, if and when declared, at a per annum rate of 4.65% per Series 2 Preferred Share. With regulatory approval, the Series 2 Preferred Shares may be redeemed by MFC on or after March 19, 2010, in whole or in part, at declining premiums that range from $1.00 to nil per Series 2 Preferred Share, by payment of cash. On January 3, 2006, MFC issued 12 million Class A Shares, Series 3 ( Series 3 Preferred Shares ) at a price of $25.00 per share, for an aggregate amount of $300. The Series 3 Preferred Shares are non-voting and entitled to non-cumulative preferential cash dividends payable quarterly, if and when declared, at a per annum rate of 4.50% per Series 3 Preferred Share. With regulatory approval, the Series 3 Preferred Shares may be redeemed by MFC on or after March 19, 2011, in whole or in part, at declining premiums that range from $1.00 to nil per Series 3 Preferred Share, by payment of cash. a) b) AB ,000,000 A % ,000,000 A % Manulife International Holdings Limited 2007 Review

113 Notes to the Consolidated Financial Statements 111 Common shares On November 7, 2007, the Toronto Stock Exchange (the Exchange ) accepted MFC s filing of notice of intention to make a normal course issuer bid during the 12-month period commencing November 9, Under this bid, MFC may repurchase up to 75 million of its common shares, representing approximately 5.0 per cent of common shares outstanding. MFC is also limited to purchasing up to 626,918 common shares in any one day under this bid. During the year ended December 31, 2007, MFC purchased and subsequently cancelled three million of its common shares pursuant to this normal course issuer bid at a cost of $126. On November 7, 2006, the Exchange accepted MFC s filing of notice of intention to make a normal course issuer bid during the 12-month period commencing November 9, 2006 to repurchase up to 75 million of its common shares, representing approximately 4.9 per cent of common shares then outstanding. During the year ended December 31, 2007, MFC purchased and subsequently cancelled 53 million (2006 nil) of its common shares pursuant to this normal course issuer bid at a cost of $2,119 (2006 nil). A previous normal course issuer bid program terminated on November 8, All transactions under the normal course issuer bids were and will be executed on the Exchange at prevailing market prices (or, with regulatory approval, off the Exchange) in amounts and at times determined by MFC, subject to compliance with applicable law and regulations. Any common shares purchased as part of the bid will be cancelled. In total, during the year ended December 31, 2007, MFC purchased and subsequently cancelled 56 million ( million) of its common shares pursuant to the normal course issuer bids at a total cost of $2,245 (2006 $1,631). On June 2, 2006, MFC paid a stock dividend of one common share on each of its issued and outstanding common shares. The effect is the same as a two-for-one split of MFC s common shares. All common share numbers and per common share amounts have been restated to reflect the stock dividend. 75,000, % 626, ,000,000 75,000,0004.9% ,000, ,000,000 45,000,000

114 112 Notes to the Consolidated Financial Statements Number of Number of shares shares (in millions) Amount (in millions) Amount For the years ended December 31, Common shares Balance, January 1 1,547 $ 14,248 1,584 $ 14,490 Issued on exercise of stock options and deferred share units and acquisition of a subsidiary Normal course issuer bids purchased for cancellation (56) (523) (45) (413) Balance, December 31 1,501 $ 14,000 1,547 $ 14,248 Note 14 Capital Management Manulife Financial manages its capital on a total company basis as well as at each regulated entity level. Management seeks to optimize the Company s capital structure under a variety of constraints as defined by regulatory rules, rating agency expectations, competitive considerations and business needs. The Company s objectives with respect to capital management are: to remain in compliance with all regulatory requirements, to ensure safety and stability of its financial position; to ensure the Company has the flexibility to take advantage of attractive business and investment opportunities as they arise; and to optimize the return on shareholders equity. The target common shareholder dividend payout is a range of 25 per cent to 35 per cent of net income. In its assessments of capital adequacy, the Company typically adopts regulatory capital definitions and measures applicable to any given entity and jurisdiction in which an entity operates. These are supplemented by an internal capital measurement framework that reflects the Company s own risk view. 25% 35% Annually as part of its Dynamic Capital Adequacy Testing (DCAT), the Company assesses the strength of its capital position under severe shock scenarios. The scenarios are determined each year to ensure their ongoing relevance to the Company s business and risk profile. The 2007 results indicate that the Company s capital levels continue to provide sufficient protection against a number of severe adverse shocks. Manulife International Holdings Limited 2007 Review

115 Notes to the Consolidated Financial Statements 113 Capital quality is maintained by limiting the amount of debt or nonpermanent equity capital in the capital structure. The Company remains well within regulatory constraints on the composition of capital between equity and other instruments. The Company monitors and rebalances its capital mix through opportunistic capital issuances, repurchases and redemptions. The measure of available capital in the table below serves as the foundation of the Company s capital management activities at the Manulife Financial level. For regulatory reporting purposes, adjustments are made for various additions or deductions to capital as mandated by guidelines issued by OSFI. The adoption of new CICA Handbook Section 3855 on January 1, 2007, resulted in changes in the presentation and measurement of various capital components. The change in accounting standards explains differences between the December 31, 2006 (pre-3855) and January 1, 2007 (post- 3855) numbers below. The resulting impact on regulatory capital was minor because the accounting changes were consistent with adjustments to available capital required by OSFI prior to the adoption of Section OSFI CICA OSFI Capital December 31, January 1, December 31, As at Equity (1) (1) $ 22,406 $ 24,855 $ 25,018 Preferred shares (2) (2) Innovative instruments (3) (3) 1,000 1,000 1,000 Subordinated debentures (4) (4) 1,196 1,195 1,195 AOCI on AFS securities 1,327 1,761 Other capital instruments (5) (5) 470 1,141 1,156 Non-controlling interest in subsidiaries Total capital $ 27,527 $ 31,136 $ 29,553 (1) Represents common shares, retained earnings, contributed surplus, accumulated other comprehensive income (loss) on currency translation of net foreign operations and participating policyholders equity. (2) Includes preferred shares classified as liabilities under GAAP. (3) Represents capital securities issued by Manulife Financial Capital Trust (see note 18). (4) Net of issuance costs. (5) December 31, 2007 balance consists of surplus notes. January 1, 2007 and December 31, 2006 balances also include Capital Trust Pass-through Securities ( TruPS ) that were redeemed on February 1, (1) (2) (3) 18 (4) (5)

116 114 Notes to the Consolidated Financial Statements The reduction in the Company s capital during 2007 was largely due to the reported deficit in the accumulated other comprehensive income (loss) on translation of net foreign operations that increased from $3,009 at January 1, 2007 to $6,204 at December 31, The movement reflects primarily the appreciation of the Canadian currency relative to the U.S. dollar. The change had an immaterial impact on the Company s key capital ratios because the currency translation also decreased required capital and affected other adjustments to regulatory capital in Canadian dollars. It is the Company s policy to maintain the currency mix of assets supporting capital consistent with the currency mix of the Company s underlying liability risks. In addition to the currency movements, the dollar amount of total capital was affected by the Company s capital activities. In 2007, the Company issued $251 of capital (2006 $1,078 as well as $900 in long-term debt) and redeemed/repurchased $2,916 of capital (2006 $1,881), including $2,245 of common shares (2006 $1,631). The net impact of these capital activities on the Company s capital was largely offset by earnings growth. Overall, the Company and its entities continue to be capitalized in excess of all regulatory requirements. Designated committees of the board of directors review and approve the Company s capital management policies. Each quarter the Audit and Risk Management Committee reviews the Company s capital position. Annually, the Chief Actuary discusses with the board key sensitivities of the Company s capital position as assessed in the context of annual DCAT. Operational oversight of capital management is provided by the Finance Committee, consisting of senior finance, risk management and investment executives and chaired by the Chief Financial Officer. The committee oversees capital policies as well as reviews issues and initiatives that affect the capital position of MFC s subsidiaries and the Company as a whole. Note 15 Accumulated Other Comprehensive Income (Loss) ( AOCI ) AOCI is a component of shareholders equity resulting from the adoption of the new accounting standards for financial instruments (see note 2). Amounts previously reported as currency translation account have been reclassified to AOCI. December 31, January 1, December 31, Components of AOCI as at AOCI on AFS securities $ 1,327 $ 1,761 $ AOCI on cash flow hedges (36) (20) AOCI on translation of net foreign operations (6,204) (3,009) (3,009) Total $ (4,913) $ (1,268) $ (3,009) Manulife International Holdings Limited 2007 Review

117 Notes to the Consolidated Financial Statements 115 Note 16 Stock-Based Awards Under MFC s Executive Stock Option Plan ( ESOP ), stock options are granted to selected individuals. Options provide the holder with the right to purchase common shares of MFC at an exercise price equal to the closing market price of common shares on the Exchange on the business day immediately preceding the date the options were granted. The options vest over a period not exceeding four years and expire not more than 10 years from the grant date. A total of 73,600,000 common shares have been reserved for issuance under the ESOP. In 2000, MFC granted deferred share units ( DSUs ) to certain employees under the ESOP. These DSUs vested over a three-year period and each DSU entitles the holder to receive one common share on retirement or termination of employment. When dividends are paid on common shares, holders of DSUs are deemed to receive dividends at the same rate, payable in the form of additional DSUs. The number of these DSUs outstanding was 2.7 million as at December 31, 2007 ( million). In addition, pursuant to the Company s deferred compensation program, MFC grants DSUs under the ESOP which entitle the holder to receive cash payment equal to the value of the same number of common shares plus credited dividends on retirement or termination of employment. In 2007, 191,000 DSUs ( ,000) were granted to certain employees who elected to defer receipt of all or part of their annual bonus. Also in 2007, 260,000 DSUs ( ,000) were granted to certain employees who elected to defer payment of all or part of their restricted share units ( RSUs ). The DSUs granted in 2006 and 2007 vested immediately. MFC s Global Share Ownership Plan ( GSOP ) allows qualifying employees to choose to apply up to 5% of their annual base earnings applied toward the purchase of common shares. MFC matches a percentage of the employee s eligible contributions up to a maximum amount. MFC s contributions vest immediately. All contributions are used to purchase common shares in the open market. Under the Stock Plan for Non-Employee Directors, each eligible director may elect to receive his or her annual director s retainer and fees in DSUs or common shares in lieu of cash. Upon termination of Board service, an eligible director who has elected to receive DSUs will be entitled to receive cash equal to the value of the DSUs accumulated in his or her account or, at his or her direction, an equivalent number of common shares. A total of one million common shares have been reserved for issuance under this plan. MFC previously granted stock options to directors under the Director Equity Incentive Plan ( DEIP ). No stock options were granted under this plan in 2007, as a result of a decision made by the Board of Directors in 2004 to permanently discontinue stock option grants to directors. The number of options outstanding under the DEIP was 82,000 as at December 31, 2007 and December 31, ,600,000 2,700,000 3,300, ,000181, ,000720,000 5% 1,000,000 82,000

118 116 Notes to the Consolidated Financial Statements For the year ended December 31, 2007, 1.5 million RSUs ( million) were granted to certain eligible employees under MFC s Restricted Share Unit Plan. RSUs represent phantom common shares that entitle a participant to receive payment equal to the market value of the same number of common shares, plus credited dividends, at the time the RSUs vest. RSUs vest within three years of the grant date, subject to performance conditions, and the related compensation expense is recognized over this period, except where the employee is eligible to retire prior to the vesting date, in which case the cost is recognized over the period between the grant date and the date on which the employee is eligible to retire. Compensation expense related to RSUs was $73 for the year ended December 31, 2007 (2006 $79). 1,500,000 1,600, Number of DSUs Number of DSUs (in thousands) (in thousands) For the years ended December 31, Outstanding, January 1 4,721 4,100 Issued Reinvested Redeemed (681) (394) Outstanding, December 31 4,629 4,721 Of the DSUs outstanding as at December 31, 2007, 2,741,000 (2006 3,331,000) entitle the holder to receive common shares, 1,345,000 (2006 1,130,000) entitle the holder to receive payment in cash and 543,000 ( ,000) entitle the holder to receive payment in cash or common shares, at the option of the holder. 2,741,0003,331,000 1,345,0001,130, ,000260,000 Prior to the merger of the Company with JHF in 2004, stock options were awarded on a discretionary basis under the JHF Long-Term Stock Incentive Plan and Non-Employee Directors Long-Term Incentive Plan (the John Hancock Plans ). These stock options vested 50 per cent each year over two years with a five year maximum term. On April 28, 2004, all outstanding JHF mid-term and long-term incentives were converted to Company incentives at a rate of one JHF unit to units of the Company. The John Hancock Plans are now closed to new grants, but will continue to operate until all outstanding awards have been exercised or terminated Manulife International Holdings Limited 2007 Review

119 Notes to the Consolidated Financial Statements Weighted Weighted Number of average Number of average options exercise options exercise (in millions) price (in millions) price For the years ended December 31, Outstanding, January 1 30 $ $ Granted 3 $ $ Exercised (6) $ (7) $ Forfeited (1) $ $ Outstanding, December $ $ Exercisable, December $ $ Options outstanding Options outstanding Options exercisable Weighted Number of Weighted average Number of Weighted As at December 31, 2007 options average contractual options average Exercise price (in millions) exercise price remaining life (in millions) exercise price $11.20 $19.52 $11.20 $ $ years 7 $ $19.53 $25.45 $19.53 $ $ years 9 $ $25.46 $40.38 $25.46 $ $ years 3 $ Total 26 $ years 19 $ The weighted average fair value of each option granted in 2007 has been estimated at $9.63 (2006 $8.43) using the Black-Scholes option-pricing model. The pricing model uses the following weighted average assumptions for these options: risk-free interest rate of 4.4% ( %), dividend yield of 1.9% ( %), expected volatility of 20% ( %) and expected life of 6.5 ( ) years % 4.2% 1.9% 1.9% 20% 20% The Company recorded compensation expense for stock options granted after January 1, 2002, with an offsetting increase to contributed surplus, of $20 during the year ended December 31, 2007 (2006 $26) In aggregate, the Company recorded stock-based compensation expense of $93 for the year ended December 31, 2007 (2006 $105)

120 118 Notes to the Consolidated Financial Statements Diluted earnings per share For the years ended December 31, Diluted earnings per common share $ 2.78 $ 2.51 Net income available to common shareholders $ 4,272 $ 3,955 Weighted average number of common shares (in millions) 1,522 1,563 Stock-based awards (1) (in millions) (1) Weighted average number of diluted common shares (in millions) 1,537 1,579 (1) The dilutive effect of stock-based awards was calculated using the treasury stock method. This method calculates the number of incremental shares by assuming the outstanding stock-based awards are (i) exercised and (ii) then reduced by the number of shares assumed to be repurchased from the issuance proceeds, using the average market price of MFC common shares for the period. Excluded from the calculation were an average of five million (2006 three million) anti-dilutive stock-based awards. (1) (i) (ii) 5,000,0003,000,000 Note 17 Employee Future Benefits The Company maintains a number of pension and benefit plans, both defined benefit and defined contribution, for its eligible employees and agents. These plans include broad-based pension plans for employees that are primarily funded, supplemental pension plans for executives that are primarily not funded, and other post-employment benefit plans that are also primarily not funded. The Company s funding policy for all applicable plans is to make at least the minimum annual contributions required by regulations of the countries in which the plans are offered. Different assumptions and methods are prescribed for regulatory funding purposes compared to accounting purposes. The Company measures its accrued benefit obligation and the fair value of plan assets for accounting purposes as at December 31 of each year. Actuarial valuations to determine employer required annual contributions for Canadian based pension plans are generally required at least once every three years. The most recent actuarial valuation of the main Canadian staff pension plan was performed as at December 31, The date of the next required actuarial valuation of the Canadian staff pension plan for funding purposes is December 31, Pension plans based in the United States require annual valuations, with the most recent valuations performed as at January 1, Manulife International Holdings Limited 2007 Review

121 Notes to the Consolidated Financial Statements 119 Pension and Post-Employment Benefit Plans Pension benefits Post-employment benefits For the years ended December 31, Changes in plan assets: Fair value of plan assets, January 1 $ 3,741 $ 3,440 $ 354 $ 314 Actual return on plan assets Employer contributions Plan participants contributions Benefits paid (282) (324) (72) (73) Currency impact (451) 17 (55) 1 Fair value of plan assets, December 31 (1) (1) $ 3,298 $ 3,741 $ 322 $ 354 (1) As part of the acquisition of JHF in April 2004, non-qualified retirement plans funded through a rabbi trust were acquired. These plans cover various executives. The rabbi trust assets in respect of these plans are not included herein. In the event of insolvency of the Company, the rabbi trust assets can be used to satisfy claims of general creditors. At December 31, 2007, assets in the rabbi trust with respect to these plans were $263 (2006 $474) and the plan obligations were $313 (2006 $401). The measurement date of these plans was December 31, (1) rabbi trust rabbi trust rabbi trust rabbitrust Pension benefits Post-employment benefits For the years ended December 31, Changes in accrued benefit obligation: Balance, January 1 $ 3,810 $ 3,955 $ 929 $ 1,007 Service cost Interest cost Plan participants contributions Amendments (1) (1) (42) (2) Curtailment (gains) losses (1) (1) (14) Actuarial losses (gains) 41 (91) (21) (75) Benefits paid (282) (324) (72) (73) Currency impact (422) 9 (110) (3) Balance, December 31 $ 3,345 $ 3,810 $ 789 $ 929 (1) The curtailment and amendment gains are attributable to changes to the retirement plans in the U.S. and Japan that were approved in 2007 and are effective in (1)

122 120 Notes to the Consolidated Financial Statements Pension benefits Post-employment benefits As at December 31, Excess of plan liabilities over fair value of plan assets, end of year $ (47) $ (69) $ (467) $ (575) Unrecognized net actuarial loss (gain) 21 (50) (51) (42) Unrecognized prior service cost (31) 12 (5) (7) Net accrued benefit liability, December 31 $ (57) $ (107) $ (523) $ (624) Amounts recognized in the Consolidated Balance Sheets: Pension benefits Post-employment benefits As at December 31, Prepaid benefit cost $ 498 $ 524 $ $ Accrued benefit liability (555) (631) (523) (624) Net accrued benefit liability, December 31 $ (57) $ (107) $ (523) $ (624) As at December 31, 2007, the Company s broad-based funded pension plans consisted of assets of $3,284 (2006 $3,722) and pension benefit obligations of $2,670 (2006 $3,053), which results in a pension benefit surplus of $614 (2006 $669). These plans are subject to regulatory required contributions. For other broad-based but unfunded pension plans, the pension benefit deficit amounted to $43 as at December 31, 2007 (2006 $49) of which $46 (2006 $47) has been charged to earnings or otherwise accrued for in the Company s accounts The Company s executive supplemental pension plans are primarily not funded and, as at December 31, 2007, consisted of assets of $14 (2006 $19) and pension benefit obligations of $632 (2006 $708), which results in a pension benefit deficit of $618 (2006 $689). Of this deficit, $493 (2006 $540) has been charged to earnings to date. Further, the rabbi trust assets that support a portion of these executive pension obligations amounted to $263 as at December 31, 2007 (2006 $474). These assets form part of the general fund assets of the Company but are held by an external trustee. Other assets that support these obligations also form part of the general fund assets of the Company and are not separately segregated rabbi trust Manulife International Holdings Limited 2007 Review

123 Notes to the Consolidated Financial Statements 121 Assets and obligations of the various pension plans by category, including rabbi trust assets, were as follows: rabbi trust Pension benefits As at December 31, Broad-based funded pension plans Fair value of plan assets $ 3,284 $ 3,722 Accrued benefit obligation 2,670 3,053 Excess of fair value of plan assets over plan liabilities $ 614 $ 669 Broad-based unfunded pension plans Fair value of plan assets $ $ Accrued benefit obligation Shortfall of fair value of plan assets over plan liabilities $ (43) $ (49) Executive unfunded pension plans Fair value of plan assets $ 14 $ 19 Accrued benefit obligation Shortfall of fair value of plan assets over plan liabilities $ (618) $ (689) Other Rabbi trust assets Rabbi trust $ 263 $ 474 Total Fair value of assets $ 3,561 $ 4,215 Accrued benefit obligation 3,345 3,810 Excess of fair value of assets over plan liabilities $ 216 $ 405 The assets that support the portion of the post-employment benefit plans that are not funded similarly form part of the general fund assets of the Company and are not separately segregated.

124 122 Notes to the Consolidated Financial Statements The weighted average asset allocation by asset category for the Company s pension plans that are funded was as follows: Actual allocation As at December 31, Equity securities (1) (1) 60% 62% Debt securities 32% 30% Real estate 2% 2% Other 6% 6% Total 100% 100% (1) Pension benefit plans include investments in MFC common shares of $1 (2006 $3). (1) Components of the net benefit expense for the pension plans and other post-employment benefit plans were as follows: Pension benefits Post-employment benefits For the years ended December 31, Defined benefit service cost $ 60 $ 65 $ 12 $ 19 Defined contribution service cost Interest cost Actual positive return on plan assets (207) (528) (24) (39) Actuarial losses (gains) 41 (91) (21) (75) Plan amendments (42) (2) Curtailment (gains) losses (14) 5 Pension costs incurred before adjustments $ 92 $ (298) $ 14 $ (45) Difference between costs arising in the year and cost recognized in respect of: Return on plan assets (1) (1) (38) 277 (2) 13 Actuarial (gains) losses (2) (2) (28) Plan amendments (3) (3) 48 8 (2) (2) Curtailment gains (4) (4) 13 Net benefit expense $ 87 $ 98 $ 29 $ 44 Manulife International Holdings Limited 2007 Review

125 Notes to the Consolidated Financial Statements 123 (1) Expected return on plan assets of $271 for the year ended December 31, 2007 (2006 $277) less deferral of actual return on plan assets of $231 (2006 $567). (2) Actuarial losses amortized in 2007 of $11 (2006 $23) less actual actuarial losses incurred of $20 (2006 gains of $166). (3) Amortization of plan amendment costs in 2007 of $4 (2006 $4) plus actual plan amendment gains of $42 (2006 $2). (4) Curtailment gains recognized in 2007 of $1 (2006 loss of $5) less curtailment gains incurred of $14 (2006 loss of $5). Key Weighted Average Assumptions The weighted average assumptions used by the Company to determine the accrued benefit obligation and net benefit expense for all plans were as follows: (1) (2) (3) (4) Pension benefits Post-employment benefits For the years ended December 31, To determine the accrued benefit obligation at end of year: Discount rate 5.8% 5.6% 5.9% 5.7% Rate of compensation increase 4.6% 3.9% 3.6% 3.6% Initial health care cost trend rate (1) (1) n/a n/a 8.6% 9.2% To determine the net benefit expense for the year: Discount rate 5.6% 5.3% 5.7% 5.4% Expected return on plan assets (2) (2) 7.7% 7.9% 8.3% 8.3% Rate of compensation increase 3.9% 3.9% 3.6% 3.6% Initial health care cost trend rate (1) (1) n/a n/a 9.2% 9.7% (1) The health care cost trend rate used to measure the U.S. based post-employment obligation was 9.0% grading to 5.0% for 2016 and years thereafter ( % grading to 5.0% for 2016) and to measure the expense was 9.5% grading to 5.0% for 2016 and years thereafter ( % grading to 5.0% for 2016). In Canada, the rate used to measure the post-employment benefit obligation was 7.5% grading to 5.0% for 2013 and years thereafter ( % grading to 5.0% for 2013) and to measure the expense was 8.0% grading to 5.0% for 2013 and years thereafter ( % grading to 5.0% for 2013). (2) The expected return on pension plan assets for U.S. based plans was 8.25% ( %). Plans based in Canada had an expected return on plan assets of 6.2% ( %). Other pension plans had an expected return of 5.6% ( %). To develop the expected long-term rate of return on plan assets assumptions, the Company considers the historical returns and the future expectations for each asset class, as well as the target asset allocation of the pension portfolio. (1) 9.0% 5.0%9.5% 5.0%9.5% 5.0%10% 5.0% 7.5% 5.0%8.0% 5.0%8.0% 5.0%8.5% 5.0% (2) 8.25% 8.25% 6.2% 6.9% 5.6% 4.7%

126 124 Notes to the Consolidated Financial Statements Sensitivity of Key Assumptions Assumptions adopted can have a significant effect on the obligations and expenses reported for pension plans and for the post-employment benefit plans. The sensitivity of the obligations and expenses to changes in the key assumptions are set out in the following table. Pension benefits Post-employment benefits As at and for the year ended December 31, 2007 Obligation Expense Obligation Expense Discount Rate: Impact of a 1% increase 1% $ (298) $ (5) $ (75) $ (7) Impact of a 1% decrease 1% $ 370 $ 7 $ 92 $ 1 Expected return on plan assets: Impact of a 1% increase 1% n/a $ (32) n/a $ (3) Impact of a 1% decrease 1% n/a $ 32 n/a $ 3 Rate of compensation increase: Impact of a 0.25% increase 0.25% $ 6 $ 1 $ $ Impact of a 0.25% decrease 0.25% $ (6) $ (1) $ $ Health care cost trend rate: Impact of a 1% increase 1% n/a n/a $ 53 $ 6 Impact of a 1% decrease 1% n/a n/a $ (45) $ (6) Cash Flows Contributions Total cash payments for all employee future benefits, comprised of cash contributed by the Company to its funded pension and post-employment benefit plans, cash payments directly to beneficiaries for its unfunded pension and post-employment benefit plans, and cash contributed to its defined contribution pension plans, were as follows: Pension benefits Post-employment benefits For the years ended December 31, Defined benefit $ 82 $ 79 $ 67 $ 69 Defined contribution Total $ 143 $ 135 $ 67 $ 69 Manulife International Holdings Limited 2007 Review

127 Notes to the Consolidated Financial Statements 125 Cash Flows Estimated Benefit Payments The future benefit payments under the defined benefit pension plans and post-employment benefit plans are estimated to be as follows: Post-employment For the years ended December 31, Pension benefits benefits 2008 $ 251 $ , Note 18 Variable Interest Entities a) Investments that are Variable Interest Entities Variable interest entities that are consolidated with the Company s segregated funds In its capacities as an investor and as an investment manager, the Company has relationships with various types of entities, some of which are VIEs. The Company s segregated funds are considered the primary beneficiary of certain timberland VIEs. The consolidation of these VIEs in the segregated funds as at December 31, 2007 resulted in an increase in segregated fund assets of $188 (2006 $213), an increase in segregated fund liabilities of $61 (2006 $73) and an increase in net assets held by other contract holders of $127 (2006 $140) Variable interest entities that are consolidated in the Company s general fund As described below, the Company consolidates a portion of Manulife Finance (Delaware), L.P. into its general fund which results in no quantitative changes to the Company s assets, liabilities or equity. Variable interest entities that are not consolidated Except as previously noted or as noted in (b) below, the Company has determined that it is not the primary beneficiary of any VIE in which it invests or manages, and accordingly, is not required to consolidate any of them. Manulife Finance (Delaware), L.P. (b) The following is a discussion of the entities the Company has significant relationships with and certain summarized financial information for them.

128 126 Notes to the Consolidated Financial Statements Collateralized debt obligation funds The Company acts as an investment manager to certain asset-backed investment vehicles, commonly known as collateralized debt obligation funds ( CDOs ). The Company has determined that most of the CDOs it manages are VIEs. The Company also invests in the debt and/or equity of these CDOs, and in the debt and/or equity of CDOs managed by others. Any net losses in excess of the CDO equity are borne by the debt owners. Owners of securities issued by CDOs that are managed by the Company have no recourse to the Company s assets in the event of default by the CDO. The Company s risk of loss from any CDO that it manages, or in which it invests, is limited to its investment in the CDO. The maximum exposure to losses from CDOs managed by the Company is $29 (2006 $90). This consists of nil (2006 $54) investments in tranches rated Aa1 or better, $15 (2006 $18) in tranches rated below BBB and $14 (2006 $18) in equity tranches Aa10.54 BBB Total size of Company-managed CDOs As at December 31, Total assets $ 5,731 $ 9,382 Total debt $ 9,093 $ 9,137 Total other liabilities Total liabilities $ 9,152 $ 9,202 Total equity (2) (2) (3,421) 180 Total liabilities and equity (1) (1) $ 5,731 $ 9,382 (1) Includes the Company s investment in the debt and equity of Company-managed VIE and non-vie CDOs. (2) Declines in assets reflect fair value adjustments to mortgage securities in the CDO funds managed by the Company s subsidiary, Declaration Management & Research, LLC. Since the funds assets are carried at fair value and their debt is carried at par, declines in the assets fair values generate negative equity in the funds. (1) (2) Declaration Management & Research, LLC Low-income housing partnerships The Company has investments that qualify for low-income housing and/or historic tax credits ( LIH Partnerships ). These investments are primarily through real estate limited partnerships. The Company is usually the sole limited partner or an investor member and it is not the general partner or managing member in any of the LIH Partnerships. The Company s maximum exposure to losses from its investments in LIH Partnerships is $498 (2006 $604). This consists of $377 (2006 $479) of equity investments, $64 (2006 $77) of mortgages, and outstanding equity capital commitments to the partnerships of $57 (2006 $48) Manulife International Holdings Limited 2007 Review

129 Notes to the Consolidated Financial Statements 127 Total size of the LIH Partnerships (1) As at December 31, Total assets $ 1,179 $ 1,435 Total debt $ 704 $ 873 Total other liabilities Total liabilities $ 789 $ 971 Total equity Total liabilities and equity (2) (2) $ 1,179 $ 1,435 (1) Certain data in the table above is reported with a three-month lag due to the delayed availability of financial statements of the LIH Partnerships. (2) Includes the Company s investment in the debt and equity of these LIH Partnerships. (1) (2) Timberland investments The Company acts as an investment manager of timberland properties with total assets of $7 billion, of which $4 billion relates to funds that the general fund and institutional segregated funds invest in (the Timber Funds ). In its capacity as investment advisor to the Timber Funds, the Company earns investment advisory fees, and in the majority of cases earns forestry management fees and is eligible for performance advisory fees. The Company has determined that most of the Timber Funds are VIEs. The Company s maximum exposure to losses from the Timber Funds is $457 (2006 $430). This consists of $142 (2006 $141) of equity investments, $282 (2006 $278) of debt investments, and $33 (2006 $11) of outstanding equity commitments to these funds Total size of Timber Funds As at December 31, Total assets $ 4,107 $ 3,968 Total debt $ 1,906 $ 1,970 Total other liabilities Total liabilities $ 2,330 $ 2,103 Total equity 1,777 1,865 Total liabilities and equity (1) (1) $ 4,107 $ 3,968 (1) Includes the Company s investment in the debt and equity of the Timber Funds. (1)

130 128 Notes to the Consolidated Financial Statements Other entities The Company has investment relationships with a variety of other entities ( Other Entities ), which result from its direct investment in their debt and/ or equity. This category includes energy investment partnerships, investment funds organized as limited partnerships, and businesses that have undergone debt restructurings and reorganizations. With the exception of its involvement with the entities described in the following paragraphs, the Company believes that its relationships with these Other Entities are not significant, and accordingly, does not provide any summary financial data for them. The Company s maximum exposure to losses as a result of its involvement with Other Entities is generally limited to amounts invested, which are included on the Company s Consolidated Balance Sheets in the appropriate investment categories. To the extent that non-consolidated Other Entities are used to access capital markets, the Company s borrowings from the Other Entities are included on the Company s Consolidated Balance Sheets in the appropriate liability categories. ArcLight Energy Partners Fund I, L.P. ( ArcLight ), a private equity fund, invests in the electric power, utility and energy industry sectors. The Company is a limited partner investor owning approximately 55% of ArcLight s partners capital as at December 31, 2007 and As at September 30, 2007, ArcLight had total assets of $665, liabilities of $46, and partners capital of $619. As at December 31, 2006, ArcLight had total assets of $523, liabilities of $73, and partners capital of $450. b) Subsidiaries that are Variable Interest Entities Manulife Financial Capital Trust Manulife Financial Capital Trust (the Trust ), a wholly owned open-end trust, is deemed to be a VIE; however, because the Company is not the primary beneficiary, the Trust is not consolidated. Manulife Financial Capital Securities ( MaCS ) issued by the Trust are, at the option of their holders, exchangeable into newly issued Class A Shares Series 2 or Class A Shares Series 4 of MLI. Under certain circumstances and without the consent of the holders, the MaCS will be automatically exchanged into MLI Class A Shares Series 3 or MLI Class A Shares Series 5. The exchange of the MaCS will be effected through the conversion by the Trust of the corresponding principal amount of debentures issued by the Company, which corresponds to the series of the MaCS being exchanged, into Class A Shares of MLI. The MaCS form part of the Company s Tier 1 regulatory capital. MIC Financing Trust I MIC Financing Trust I ( MIC Trust ) was dissolved as of February 14, It was a wholly owned trust, bifurcated into a silo and a host entity in accordance with VIE accounting guidelines and both of these were classified as VIEs. The silo was comprised of trust preferred securities. The host entity was comprised of the amounts the Company had invested, plus accumulated interest thereon. The Company owned only 1.5% (U.S. $7.5) of the trust preferred securities. The Company did not own, and was not the primary beneficiary of, the remaining U.S. $485 trust preferred securities; therefore, the Company did not consolidate the U.S. $485 trust preferred securities. The Company owned 100% of the host entity and consolidated it into the Company s general funds as a wholly owned subsidiary. This consolidation resulted in no quantitative change to the Company s assets, liabilities or equity. On February 1, 2007, MIC Trust redeemed both its total outstanding U.S. $492.5 trust preferred securities at par plus accrued and unpaid distributions to the date of redemption and the U.S. $15, 8.25% securities held by The Manufacturers Investment Corporation ( MIC ), a wholly owned subsidiary of the Company. MIC redeemed all of the outstanding subordinated debentures issued to MIC Trust due February 1, 2027 at par plus accrued and unpaid interest to the date of redemption and redeemed its preferred purchase contracts. The securities formed part of the Company s Tier 2A regulatory capital. ArcLight Energy Partners Fund I, L.P. ArcLight ArcLight ArcLight 55% ArcLight ArcLight MaCSA 2 A 4MaCS A 3 A 5MaCS AMaCS 1 MIC Financing Trust I MIC 1.5% MIC The Manufacturers Investment CorporationMIC % MIC MIC 2A Manulife International Holdings Limited 2007 Review

131 Notes to the Consolidated Financial Statements 129 Manulife Finance (Delaware), L.P. Manulife Finance (Delaware), L.P. ( MFLP ), a wholly owned partnership, is bifurcated into two silos and one host entity in accordance with VIE accounting guidelines. The largest silo is comprised of the debt instruments and the interest rate swaps mentioned below. The smaller silo and the host entity are comprised of the amounts the Company has invested, plus accumulated interest thereon. The Company owns none of, and is not the primary beneficiary of, the largest silo; therefore, the Company does not consolidate the largest silo. The Company owns 100% of the smaller silo and the host entity and consolidates both as wholly owned subsidiaries. The impact of dividing MFLP into a host and silos under the VIE accounting guidelines and applying consolidation accounting to them resulted in the Company recognizing MFC s notes payable and subordinated debt payable to MFLP, instead of recognizing MFLP s senior and subordinated debentures payable to the investing public, in equal amounts, with no quantitative impact to the Company s assets, liabilities or equity. MFLP has issued $550 of senior debentures which mature December 15, 2026 and $650 of subordinated debentures which mature December 15, The senior debentures bear interest at the rate of 4.448% per annum, payable semiannually until December 15, 2016 and thereafter at the 90-day Bankers Acceptance rate plus 1.5%, payable quarterly. The subordinated debentures bear interest at the rate of 5.059% per annum, payable semi-annually until December 15, 2036 and thereafter at the 90-day Bankers Acceptance rate plus 1%, payable quarterly. MFLP may redeem the senior debentures, upon certain tax changes or at any time prior to December 15, 2016, for the amount of principal, unpaid interest and, if applicable, a premium calculated with reference to the Government of Canada yield. MFLP may redeem the senior debentures on December 15, 2016 and on any interest payment date thereafter for the amount of principal and unpaid interest. With regulatory approval, MFLP may redeem the subordinated debentures, upon certain tax changes or at any time prior to December 15, 2036, for the amount of principal, unpaid interest and, if applicable, a premium calculated with reference to the Government of Canada yield. With regulatory approval, MFLP may redeem the subordinated debentures on December 15, 2036 and on any interest payment date thereafter for the amount of principal and unpaid interest. The subordinated debentures form part of the Company s Tier 2B regulatory capital. Manulife Finance (Delaware), L.P.MFLP MFLP MFLPMFLP MFLP % 1.5% 5.059% 1% MFLP MFLP MFLP MFLP 2B Manulife Finance (Delaware) LLC Manulife Holdings (Delaware) LLC 10 11)MFLP In order for MFLP to manage its exposure to the interest rate difference between the debentures issued and the senior and subordinated notes receivable by its subsidiary, Manulife Finance (Delaware) LLC, from Manulife Holdings (Delaware) LLC (see notes 10 and 11), MFLP has entered into interest rate swaps.

132 130 Notes to the Consolidated Financial Statements Note 19 Commitments and Contingencies a) Legal proceedings The Company is regularly involved in legal actions, both as a defendant and as a plaintiff. The legal actions naming the Company as a defendant ordinarily involve its activities as a provider of insurance protection and wealth management products, as well as an investment adviser, employer and taxpayer. In addition, government and regulatory bodies in Canada, the United States and Asia regularly make inquiries and, from time to time, require the production of information or conduct examinations concerning the Company s compliance with, among other things, insurance laws, securities laws, and laws governing the activities of broker-dealers. The Company does not believe that the conclusion of any current legal or regulatory matters, either individually or in the aggregate, will have a material adverse effect on its consolidated financial position or results of its operations. b) Accident reinsurance disputes The Company entered into a number of reinsurance arrangements in respect of personal accident insurance and the occupational accident component of workers compensation insurance. Under these arrangements, the Company both assumed risks as a reinsurer, and also passed substantial portions of these risks on to other companies. The Company is engaged in disputes, including a number of legal proceedings, in respect of this business and has provided adequately for the exposure. c) Investment commitments In the normal course of business, various investment commitments are outstanding which are not reflected in the consolidated financial statements. There were $2,535 of outstanding investment commitments as at December 31, 2007, of which $283 mature in 30 days, $1,444 mature in 31 to 365 days and $808 mature in 2009 or later. There were $2,211 of outstanding investment commitments as at December 31, 2006, of which $320 matured in 30 days, $1,392 matured in 31 to 365 days and $499 matured in 2008 or later d) Letters of credit In the normal course of business, third party relationship banks issue letters of credit on the Company s behalf. As at December 31, 2007, letters of credit, for which third parties are beneficiary, in the amount of $470 (2006 $727) were outstanding. There were no assets pledged against these outstanding letters of credit as at December 31, 2007 and Manulife International Holdings Limited 2007 Review

133 Notes to the Consolidated Financial Statements 131 e) Guarantees regarding Manulife Finance (Delaware), L.P. MFC has unconditionally and irrevocably guaranteed the payment of amounts on the $550 senior debentures due December 15, 2026 and $650 subordinated debentures due December 15, 2041 issued by Manulife Finance (Delaware), L.P., a wholly owned partnership. The Company does not consolidate these debentures (see note 18(b)). The senior debentures pay a fixed interest rate of 4.448% per annum, payable semi-annually, until December 15, 2016 and thereafter will pay a floating rate of interest equal to the 90-day Bankers Acceptance rate plus 1.5%, payable quarterly. The subordinated debentures pay a fixed interest rate of 5.059% per annum, payable semi-annually, until December 15, 2036 and thereafter will pay a floating rate of interest equal to the 90-day Bankers Acceptance rate plus 1%, payable quarterly. MFC s guarantee of the senior debentures is a direct unsecured obligation of MFC and ranks equally with all other unsecured indebtedness of MFC which is not subordinated, and MFC s guarantee of the subordinated debentures is a direct unsecured obligation of MFC and ranks equally with all other subordinated indebtedness of MFC except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to the subordinated indebtedness of MFC. Manulife Finance (Delaware), L.P (b) 4.448% 1.5% 5.059% 1% Manulife Finance (Delaware), L.P. The following tables set forth certain consolidating summary financial information for MFC and Manulife Finance (Delaware), L.P.: Other Manulife Subsidiaries Finance of MFC on a Total MFC (Delaware), MLI Combined Consolidating Consolidated (Guarantor) L.P. Consolidated Basis Adjustments Amounts As at and for the year ended Manulife December 31, 2007 Finance (Delaware), L.P. Total revenue $ 84 $ 70 $ 24,389 $ 11,285 $ (295) $ 35,533 Net income available to shareholders 4, , (4,264) 4,302 Invested assets 97,494 63, ,300 Total other assets 26,126 1,335 9,007 11,447 (32,757) 15,158 Policy liabilities 69,612 54,823 (13) 124,422 Total other liabilities 1,791 1,195 21,355 9,267 (5,907) 27,701

134 132 Notes to the Consolidated Financial Statements Other Manulife Subsidiaries Finance of MFC on a Total MFC (Delaware), MLI Combined Consolidating Consolidated (Guarantor) L.P. Consolidated Basis Adjustments Amounts As at and for the year ended Manulife December 31, 2006 Finance (Delaware), L.P. Total revenue $ 60 $ 2 $ 22,256 $ 12,055 $ (179) $ 34,194 Net income available to shareholders 3,985 2,798 1,170 (3,968) 3,985 Invested assets 2 95,356 75, ,320 Total other assets 26,684 1,368 8,672 12,552 (34,280) 14,996 Policy liabilities 66,760 64,080 (21) 130,819 Total other liabilities 1,030 1,210 22,630 11,684 (6,713) 29,841 f) Pledged assets In the normal course of business, certain of MFC s subsidiaries pledge their assets as collateral for liabilities incurred. The amounts pledged were as follows: As at December 31, Bonds Other Bonds Other In respect of: Derivatives $ 208 $ 81 $ 119 $ 72 Regulatory requirements Real estate Rabbi trust Rabbi trust Other Total $ 337 $ 511 $ 247 $ 751 g) Lease obligations The Company has a number of obligations under long-term capital and operating leases, primarily for the use of office space. The future minimum lease payments by year and in aggregate, under capital and non-cancelable operating leases, are presented below: Capital leases Operating leases Total 2008 $ 2 $ 107 $ Thereafter Total minimum lease payments $ 5 $ 422 $ 427 Manulife International Holdings Limited 2007 Review

135 Notes to the Consolidated Financial Statements 133 h) Restrictions on dividends and capital distributions Dividends and capital distributions are restricted under the ICA. The ICA requires Canadian non-operating insurance companies to maintain, at all times, adequate levels of capital which is assessed by comparing capital available to a risk metric in accordance with Capital Regime for Regulated Insurance Holding Companies and Non-Operating Life Companies, issued by OSFI. There are no minimum or target requirements; however, OSFI expects holding companies to manage their capital in a manner commensurate with the group risk profile and control environment. MFC must also maintain minimum levels of capitalization for its subsidiaries based on the local statutory accounting basis in each jurisdiction and local regulations. The most significant of these are the Minimum Continuing Capital and Surplus Requirements for MFC s Canadian insurance subsidiaries and the Risk Based Capital requirements for MFC s U.S. insurance subsidiaries. The Company maintains capital in excess of the minimum required in all jurisdictions in which the Company does business. There are additional restrictions on distributions in foreign jurisdictions in relation to shareholder dividends. In the U.S., MFC s principal insurance subsidiaries are domiciled in Michigan and Massachusetts. Michigan regulatory approval is required if a shareholder dividend distribution from a Michigan insurance subsidiary to the parent company would exceed that subsidiary s earned surplus. Regulatory approval is also required if the distribution (together with other distributions during the previous 12 months) exceeds the greater of the subsidiary s statutory net operating income for the previous year or 10% of its surplus determined at the end of the previous year. The determination must be made in accordance with statutory accounting principles. Under the Massachusetts insurance law, no insurer may pay any shareholder dividend from any source other than statutory unassigned funds without the prior approval of the Massachusetts Commissioner of Insurance (the MCI ). The Massachusetts insurance holding company act provides that no extraordinary dividend may be paid without 30 days prior written notice to the MCI, and only if the MCI has not disapproved, or has approved, the payment within the 30-day notice period. An extraordinary dividend is any dividend or distribution of cash or other property whose fair market value, together with other dividends or distributions made within the preceding 12 months, exceeds the greater of (i) 10 per cent of an insurance company s surplus as regards to policyholders as of the preceding December 31, or (ii) a life insurance company s statutory net gain from operations for the 12 months ending on the preceding December 31. In addition, both Michigan and Massachusetts require that notification be given to the domiciliary insurance commissioner no later than five days following declaration, and at least 10 days prior to payment, of any dividend or distribution by a Michigan or Massachusetts insurance company. ICA ICA OSFI OSFI MCI MCIMCI (i) 10% (ii) John HancockMutual Life Insurance Company i) Participating business In some territories where the Company maintains participating accounts, there are regulatory restrictions on the amounts of profit that can be transferred to shareholders. Where applicable, these restrictions generally take the form of a fixed percentage of the policyholder dividends. For participating businesses operating as separate closed blocks, transfers are governed by the terms of MLI s and John Hancock Mutual Life Insurance Company s plans of demutualization.

136 134 Notes to the Consolidated Financial Statements Note 20 Fair Value of Financial Instruments Financial instruments refer to both on- and off-balance sheet instruments and may be assets or liabilities. These assets or liabilities are contracts that ultimately give rise to a right for one party to receive an asset and an obligation for another party to deliver an asset. Fair values are management s best estimates of the amounts at which instruments could be exchanged in a current transaction between willing parties and are generally calculated based on the characteristics of the instrument and the current economic and competitive environment. These calculations are subjective in nature, involve uncertainties and matters of significant judgment and do not include any tax impact. Both the fair values and the basis for determining the fair value of invested assets, consumer notes, long-term debt, liabilities for preferred shares and capital instruments and derivative financial instruments are disclosed in notes 5, 9, 10, 11 and 21, respectively The carrying values of accrued investment income, outstanding premiums, miscellaneous assets, policy benefits in the course of settlement, provision for unreported claims, policyholder amounts on deposit and other liabilities approximate their fair values due to their short-term nature. The fair value of bank deposits is estimated at $10,005 as at December 31, 2007 (2006 $7,847) compared to a carrying value of $10,008 as at December 31, 2007 (2006 $7,845). The fair value of these financial instruments is determined by discounting the contractual cash flows, using market interest rates currently offered for deposits with similar terms and conditions Note 21 Derivative and Hedging Instruments Derivative financial instruments (derivatives) are financial contracts, the values of which are derived from underlying changes in interest rates, foreign exchange rates other financial instrument, commodity prices or indices. Fair value of derivatives Under the new CICA Handbook Sections 3855 and 3865, all derivatives including those that are embedded in financial or non financial contracts that are not closely related to the host contracts are recorded at fair value. Fair values of derivatives are obtained from quoted market prices where applicable or readily available market rates in active markets. Where there is not an active market, the fair value of derivatives is determined by using industry accepted valuation techniques such as discounted cash flow models and/or option pricing models, using observable market-based inputs. Valuation techniques for determination of fair value reflect assumptions related to timing and amounts of estimated future cash flows and discounted rates. These assumptions incorporate the use of externally observable market inputs which include factors such as interest rate yield curves, currency exchange rates, and corresponding market-based rate and price volatility levels. CICA Manulife International Holdings Limited 2007 Review

137 Notes to the Consolidated Financial Statements 135 Types of derivatives Derivatives such as interest rate, cross currency swaps and total return swaps, forward contracts, futures agreements and options are used by the Company to hedge and manage current and anticipated exposures to changes in interest rates, foreign exchange rates, commodity prices and equity market prices, and to replicate permissible investments. Swaps are over-the-counter contractual agreements between the Company and a third party to exchange a series of cash flows based upon rates applied to a notional amount. For interest rate swaps, counterparties generally exchange fixed or floating interest rate payments based on a notional value in a single currency. Cross currency swaps involve an initial and final exchange of principal amounts between parties as well as the exchange of fixed or floating interest payments in one currency for the receipt of fixed or floating interest payments in another currency. Total return swaps are contracts that involve the exchange of payments based on changes in the values of a reference asset or group of assets, including any returns such as interest earned on these assets, in return for amounts that are based on reference rates specified in the contract. Forward and futures agreements are contractual obligations to buy or sell a financial instrument, foreign currency or other underlying variable on a predetermined future date at a specified price. Forward contracts are over-thecounter contracts negotiated between counterparties, whereas futures agreements are standardized contracts with respect to amounts and settlement dates that are traded on regulated exchanges. Options are contractual agreements whereby the holder has the right, but not the obligation, to buy (call option) or sell (put option) a security, exchange rate, interest rate, or other financial instrument at a predetermined price/ rate within a specified time. Hedging relationships The Company uses derivatives for economic hedging purposes. In certain circumstances, these hedges also meet the definition of an effective hedge under hedge accounting standards. Hedging relationships eligible for hedge accounting treatment are designated as either fair value hedges, cash flow hedges or as net investment hedges, as described below Fair value hedges The Company uses interest rate swaps to manage its exposure to changes in fair value of fixed rate financial instruments caused by changes in interest rates. The Company also uses cross currency swaps and forward and future contracts to manage its exposure to foreign exchange rate fluctuations, interest rate fluctuations, or both. For the year ended December 31, 2007, the Company recognized losses of $19 related to the ineffective portion of its fair value hedges. These amounts are recorded in investment income.

138 136 Notes to the Consolidated Financial Statements Cash flow hedges The Company uses interest rate swaps to hedge the variability in its cash flows arising from variable rate financial instruments, forecasted acquisitions of fixed rate financial instruments and anticipated debt issuance. The Company also uses cross currency swaps and forward agreements to hedge currency exposure on certain debt issued and uses total return swaps to hedge the variability in cash flows associated with stock-based compensation awards that will settle in cash. For the year ended December 31, 2007, the Company recognized gains of nil related to the ineffective portion of its cash flow hedges in investment income. The Company anticipates that net gains of approximately $8 will be reclassified from AOCI to earnings within the next twelve months due to net interest payments. The maximum time frame for which variable cash flows are hedged is 29 years. The Company did not recognize any amounts previously recognized in AOCI into income as a result of discontinuing a cash flow hedge due to a change in probability that the anticipated transaction will not occur. Hedges of net investments in foreign operations The Company uses currency forward contracts to manage its foreign currency exposures to net investments in self-sustaining foreign operations having a functional currency other than the Canadian dollar. For the year ended December 31, 2007, net gains of $345 relating to hedges of investments in foreign operations were included in OCI. Derivatives not designated as hedging instruments Derivatives used in portfolios supporting policy liabilities are not designated as hedging instruments because the Company has designated the securities in these portfolios as fair value. Accordingly, the changes in fair value of such derivatives and securities are recognized in investment income as they occur. Interest rate and cross currency swaps are used in the portfolios supporting policy liabilities to manage duration and currency risks. In addition, as outlined in note 2(a), certain reinsurance contracts primarily related to equity market exposures are classified as financial instruments and are measured at fair value. These include reinsurance ceded contracts of $586 and reinsurance assumed contracts of $66. These contracts are classified on the balance sheet as policy liabilities. Claims recovered under reinsurance ceded contracts offset the claim expense paid to the customer and claims paid on the reinsurance assumed contracts are reported as policy benefits (a) The company enters into master netting arrangements that serve to mitigate its exposure to credit loss. As at December 31, 2007, the maximum exposure to credit risk related to derivatives, without taking account the fair value of any collateral held, was $1,385. Without master netting agreements, maximum exposure to credit risk would have been $2,129. Manulife International Holdings Limited 2007 Review

139 Notes to the Consolidated Financial Statements 137 Fair value is summarized by hedging and derivative types in the following tables: Derivative Derivative As at December 31, 2007 Assets Liabilities Fair value hedges $ 160 $ 181 Cash flow hedges Hedges of net investments in foreign operations Derivatives not designated as hedges 1,699 1,499 Total $ 2,129 $ 1,866 Remaining term to maturity (notional amounts) Fair value Risk- Under 1 1 to 5 Over 5 Credit risk weighted year years years Total Positive Negative Net equivalent (2) amount (3) As at December 31, 2007 (2) (3) Interest rate contracts: Swap contracts $ 2,789 $ 11,511 $ 23,430 $ 37,730 $ 1,081 $ (666) $ 415 $ 918 $ 242 Future contracts Options purchased Sub-total $ 3,172 $ 11,838 $ 23,535 $ 38,545 $ 1,081 $ (666) $ 415 $ 927 $ 244 Foreign exchange: Swap contracts 2,815 3,401 3,304 9,520 1,025 (1,222) (197) Forward contracts 4, , (19) Equity contracts (10) (8) Total (1) (1) $ 11,373 $ 15,357 $ 26,903 $ 53,633 $ 2,153 $ (1,917) $ 236 $ 1,996 $ 520 Remaining term to maturity (notional amounts) Fair value Risk- Under 1 1 to 5 Over 5 Credit risk weighted year years years Total Positive Negative Net equivalent (2) amount (3) As at December 31, 2006 (2) (3) Interest rate contracts: Swap contracts $ 4,195 $ 9,879 $ 26,172 $ 40,246 $ 1,148 $ (626) $ 522 $ 759 $ 234 Options purchased , Options written Sub-total $ 4,453 $ 10,533 $ 26,383 $ 41,369 $ 1,152 $ (626) $ 526 $ 771 $ 238 Foreign exchange: Swap contracts 966 6,736 3,286 10, (1,116) (283) Forward contracts 4, , (71) (59) Equity contracts , (37) (27) Total (1) (1) $ 10,333 $ 17,751 $ 30,045 $ 58,129 $ 2,007 $ (1,850) $ 157 $ 1,974 $ 607

140 138 Notes to the Consolidated Financial Statements (1) Positive fair value includes accrued interest receivable of $24 (2006 $29) and negative fair value includes accrued interest payable of $51 (2006 $57). (2) Credit risk equivalent is the sum of replacement cost and the potential future credit exposure. Replacement cost represents the cost of replacing, at current market rates, all contracts with a positive fair value. The amounts take into consideration legal contracts that permit offsetting of positions. The potential future credit exposure represents the potential for future changes in value based upon a formula prescribed by OSFI. (3) Risk-weighted amount represents the credit risk equivalent, weighted according to the creditworthiness of the counterparty, as prescribed by OSFI. Note 22 Segmented Information The Company provides a wide range of financial products and services, including individual life insurance, long-term care insurance, group life and health insurance, pension products, annuities and mutual funds. These services are provided to individual and group customers in the United States, Canada, Asia and Japan. Manulife Financial also provides investment management services with respect to the general fund assets of the Company, segregated and mutual funds as well as to institutional customers. The Company also offers reinsurance services specializing in retrocession and offering products in life, property and casualty. The Company s reporting segments are U.S. Insurance and U.S. Wealth Management, which combine to form the U.S. Division, as well as the Canadian, Asia and Japan and Reinsurance Divisions and the Corporate and Other segment. Each division has profit and loss responsibility and develops products, services and distribution strategies based on the profile of its business and the needs of its market. Certain allocation methodologies are employed in the preparation of segmented financial information. Indirect expenses are allocated to business segments using allocation formulas applied on a consistent basis, while capital is apportioned to the Company s business segments on a risk-based methodology. The income statement impact of changes in actuarial methods and assumptions (note 6(f)) is reported in the Corporate and Other segment. (1) (2) OSFI (3) OSFI 6(f) 1 The accounting policies of the segments are the same as those described in note 1, Nature of Operations and Significant Accounting Policies. Manulife International Holdings Limited 2007 Review

141 Notes to the Consolidated Financial Statements 139 U.S. Asia U.S. Wealth Canadian and Japan Reinsurance Corporate By segment Insurance Mgmt Division Division Division and Other Total For the year ended December 31, 2007 Revenue Premium income Life and health insurance $ 5,279 $ $ 5,636 $ 2,870 $ 1,026 $ $ 14,811 Annuities and pensions 4, ,933 Total premium income $ 5,279 $ 4,285 $ 6,208 $ 2,946 $ 1,026 $ $ 19,744 Investment income 3,297 2,484 2,593 1, ,341 Other revenue 627 2, ,448 Total revenue $ 9,203 $ 9,502 $ 9,797 $ 4,976 $ 1,261 $ 794 $ 35,533 Interest expense $ 33 $ 171 $ 393 $ 53 $ 2 $ 380 $ 1,032 Income before income taxes $ 1,135 $ 1,505 $ 1,432 $ 999 $ 369 $ 166 $ 5,606 Income taxes (380) (405) (326) (172) (106) 12 (1,377) Net income $ 755 $ 1,100 $ 1,106 $ 827 $ 263 $ 178 $ 4,229 Net income (loss) attributed to participating policyholders 3 (31) (45) (73) Net income attributed to shareholders $ 755 $ 1,100 $ 1,103 $ 858 $ 263 $ 223 $ 4,302 Segregated funds deposits $ 1,259 $ 22,831 $ 6,982 $ 6,122 $ $ 33 $ 37,227 Goodwill Balance, January 1 $ 2,702 $ 2,052 $ 2,051 $ 499 $ 78 $ 79 $ 7,461 Acquisition of subsidiary Tax benefit of stock options exercised (1) (1) (3) (3) Change in foreign exchange rates (411) (312) (54) (12) (12) (801) Balance, December 31 $ 2,291 $ 1,740 $ 2,115 $ 445 $ 66 $ 64 $ 6,721 As at December 31, 2007 Policy liabilities $ 41,096 $ 30,648 $ 36,649 $ 13,913 $ 1,621 $ 495 $ 124,422 Total assets $ 48,713 $ 38,642 $ 54,804 $ 17,731 $ 2,832 $ 13,736 $ 176,458 Segregated funds net assets held by policyholders $ 11,387 $ 108,878 $ 31,391 $ 20,727 $ $ 2,598 $ 174,981 (1) Tax benefit to the Company relating to exercise of stock options that were issued at the time of the merger with JHF in exchange for JHF stock options. (1)

142 140 Notes to the Consolidated Financial Statements The results of the Company s business segments differ from geographic segmentation primarily as a consequence of segmenting the results of the Company s Reinsurance Division into the different geographic segments to which its businesses pertain. By geographic location Asia United States Canada and Japan Other Total For the year ended December 31, 2007 Revenue Premium income Life and health insurance $ 5,708 $ 5,713 $ 2,906 $ 484 $ 14,811 Annuities and pensions 4, ,933 Total premium income $ 9,993 $ 6,285 $ 2,982 $ 484 $ 19,744 Investment income 6,069 2,957 1, ,341 Other revenue 3,587 1, ,448 Total revenue $ 19,649 $ 10,300 $ 5,027 $ 557 $ 35,533 Manulife International Holdings Limited 2007 Review

143 Notes to the Consolidated Financial Statements 141 U.S. Asia U.S. Wealth Canadian and Japan Reinsurance Corporate By segment Insurance Mgmt Division Division Division and Other Total For the year ended December 31, 2006 Revenue Premium income Life and health insurance $ 5,488 $ $ 5,411 $ 2,861 $ 1,010 $ $ 14,770 Annuities and pensions 3, ,334 Total premium income $ 5,488 $ 3,741 $ 5,932 $ 2,933 $ 1,010 $ $ 19,104 Investment income 2,982 2,858 3, ,433 Other revenue 614 2, ,657 Total revenue $ 9,084 $ 9,011 $ 9,894 $ 4,311 $ 1,237 $ 657 $ 34,194 Interest expense $ 34 $ 159 $ 298 $ 50 $ 3 $ 388 $ 932 Income before income taxes $ 935 $ 1,580 $ 1,170 $ 970 $ 403 $ 278 $ 5,336 Income taxes (313) (444) (250) (190) (109) (60) (1,366) Net income $ 622 $ 1,136 $ 920 $ 780 $ 294 $ 218 $ 3,970 Net (loss) income attributed to participating policyholders (61) 46 (15) Net income attributed to shareholders $ 622 $ 1,136 $ 981 $ 734 $ 294 $ 218 $ 3,985 Segregated funds deposits $ 1,225 $ 22,645 $ 4,619 $ 4,747 $ $ 51 $ 33,287 Goodwill Balance, January 1 $ 2,704 $ 2,053 $ 2,051 $ 499 $ 78 $ 116 $ 7,501 Sale of a subsidiary (20) (20) Tax benefit of stock options exercised (1) (1) (16) (16) Change in foreign exchange rates (2) (1) (1) (4) Balance, December 31 $ 2,702 $ 2,052 $ 2,051 $ 499 $ 78 $ 79 $ 7,461 As at December 31, 2006 Policy liabilities $ 44,232 $ 38,222 $ 32,554 $ 13,673 $ 1,884 $ 254 $ 130,819 Total assets $ 52,820 $ 48,277 $ 49,533 $ 17,571 $ 3,379 $ 14,736 $ 186,316 Segregated funds net assets held by policyholders $ 12,583 $ 112,269 $ 27,448 $ 17,232 $ $ 2,727 $ 172,259 (1) ax benefit to the Company relating to exercise of stock options that were issued at the time of the merger with JHF in exchange for JHF stock options. (1)

144 142 Notes to the Consolidated Financial Statements By geographic location Asia United States Canada and Japan Other Total For the year ended December 31, 2006 Revenue Premium income Life and health insurance $ 5,965 $ 5,476 $ 2,903 $ 426 $ 14,770 Annuities and pensions 3, ,334 Total premium income $ 9,706 $ 5,997 $ 2,975 $ 426 $ 19,104 Investment income 5,973 3, ,433 Other revenue 3, ,657 Total revenue $ 18,899 $ 10,428 $ 4,365 $ 502 $ 34,194 Note 23 Material Differences Between Canadian and United States Generally Accepted Accounting Principles The consolidated financial statements of the Company are presented in accordance with Canadian GAAP. Canadian GAAP differs in certain material respects from United States generally accepted accounting principles ( U.S. GAAP ). As required by applicable United States federal securities laws, material differences between Canadian and U.S. GAAP are quantified and described below. Manulife International Holdings Limited 2007 Review

145 Notes to the Consolidated Financial Statements 143 a) Condensed Consolidated Balance Sheets Note 23 U.S. Canadian U.S. Canadian Reference GAAP GAAP GAAP GAAP As at December 31, 23 Assets Cash and short-term securities $ 12,475 $ 12,354 $ 10,954 $ 10,901 Securities Bonds and other fixed maturity investments g (i), h (iv) 99,400 72, ,460 78,085 Stocks g (ii), h (iv), h (vii) 17,890 11,134 18,228 11,272 Loans Mortgages g (iii), h (iv) 26,146 26,061 28,079 28,131 Private placements g (iv), h (viii) 21,591 25,074 Policy loans 5,823 5,823 6,413 6,413 Bank loans 2,182 2,182 2,009 2,009 Real estate g (v) 4,236 5,727 4,563 5,905 Other investments g (vi), g (xii), h (iv) 4,027 3,597 4,109 3,530 Total invested assets $ 172,179 $ 161,300 $ 183,815 $ 171,320 Other assets Accrued investment income h (iv) $ 1,422 $ 1,414 $ 1,563 $ 1,557 Outstanding premiums Deferred acquisition costs g (viii) 13,156 12,054 Reinsurance deposits and amounts recoverable 4,492 4,966 Goodwill 5,839 6,721 6,415 7,461 Intangible assets 1,573 1,573 1,708 1,708 Derivatives g(xii) 2,125 2,129 1, Value of business acquired g (ix) 3,345 4,101 Miscellaneous h (iv) 3,424 2,649 4,226 3,201 Total other assets $ 36,048 $ 15,158 $ 37,059 $ 14,996 $ 208,227 $ 176,458 $ 220,874 $ 186,316 Segregated funds net assets (1) (1) h (iv) 162, ,536 Total assets $ 371,015 $ 176,458 $ 383,410 $ 186,316 Segregated funds net assets (1) (1) h (iv) $ $ 175,544 $ $ 172,937 (1) U.S. GAAP terminology is separate accounts. (1)

146 144 Notes to the Consolidated Financial Statements Note 23 U.S. Canadian U.S. Canadian Reference GAAP GAAP GAAP GAAP As at December 31, 23 Liabilities and equity Policy liabilities g (vii), h (iv) $ 151,788 $ 124,422 $ 162,740 $ 130,819 Deferred realized net gains g (v) 107 4,442 Bank deposits 10,008 10,008 7,845 7,845 Consumer notes 2,131 2,085 2,860 2,860 Long-term debt 1,825 1,820 1,930 1,930 Future income tax liability (2) (2) h (iv) 2,636 2,839 2,708 2,258 Derivatives g (xii) 1,887 1, Other liabilities g (x), h (iv) 8,902 5,820 8,262 5,699 $ 179,177 $ 148,967 $ 187,215 $ 156,763 Liabilities for preferred shares and capital instruments 3,014 3,010 3,681 3,695 Non-controlling interest in subsidiaries Segregated funds net liabilities (1) (1) h (iv) 162, ,536 Common shares, preferred shares, retained earnings and contributed surplus 28,865 29,248 29,173 28,665 Accumulated other comprehensive income (loss) on available-for-sale securities, cash flow hedges and other g (xiv) 2,737 1,291 3,327 on translation of net foreign operations (5,864) (6,204) (2,922) (3,009) Total liabilities and equity $ 371,015 $ 176,458 $ 383,410 $ 186,316 Segregated funds net liabilities (1) (1) h (iv) $ $ 175,544 $ $ 172,937 (1) U.S. GAAP terminology is separate accounts. (2) U.S. GAAP terminology is deferred income taxes. (1) (2) Manulife International Holdings Limited 2007 Review

147 Notes to the Consolidated Financial Statements 145 b) Condensed Consolidated Statements of Operations U.S. Canadian U.S. Canadian GAAP GAAP GAAP GAAP For the years ended December 31, Revenue Premium income $ 12,888 $ 19,744 $ 12,495 $ 19,104 Net investment income (investment income) 10,241 10,341 10,122 10,433 Fee income and other revenue 6,914 5,448 5,940 4,657 Total revenue $ 30,043 $ 35,533 $ 28,557 $ 34,194 Policy benefits and expenses Policyholder benefits $ 18,910 $ 20,211 $ 17,764 $ 19,912 Commissions, investment and general expenses 4,503 8,378 4,307 7,739 Amortization of deferred acquisition costs and value of business acquired 1,201 1,168 Other 1,295 1,338 1,222 1,207 Total policy benefits and expenses $ 25,909 $ 29,927 $ 24,461 $ 28,858 Income before income taxes $ 4,134 $ 5,606 $ 4,096 $ 5,336 Income taxes (904) (1,377) (926) (1,366) Net income $ 3,230 $ 4,229 $ 3,170 $ 3,970 Weighted average number of common shares outstanding (in millions) 1,522 1,522 1,563 1,563 Weighted average number of diluted common shares outstanding (in millions) 1,537 1,537 1,579 1,579 Basic earnings per common share $ 2.12 $ 2.81 $ 2.03 $ 2.53 Diluted earnings per common share $ 2.10 $ 2.78 $ 2.01 $ 2.51 Dividends per common share $ 0.88 $ 0.88 $ 0.73 $ 0.73

148 146 Notes to the Consolidated Financial Statements c) Reconciliation of Canadian GAAP to U.S. GAAP Net income reconciliation For the twelve months December 31, Net income determined in accordance with Canadian GAAP $ 4,229 $ 3,970 Net investment income Bonds excluding other than temporary (1) impairments (1) 528 (90) Interest rate related other than temporary impairments (836) (287) Stocks (2) (2) 141 (108) Cash flow hedges (3) (3) 148 (12) Real estate (270) (197) Other $ (181) $ (652) Deferred acquisition costs, net of amortization (4) (4) 2,592 2,162 Value of business acquired amortization (219) (179) Consumer notes fair value adjustment 29 Policy liabilities (3,725) (2,586) Commissions, investment and general expenses 14 (18) Future income taxes on the above noted items (5) (5) Net income determined in accordance with U.S. GAAP $ 3,230 $ 3,170 (1) Bonds classified in 2007 as AFS for U.S. GAAP and FVO for Canadian GAAP include realized gains on U.S. GAAP of $417 and unrealized and realized losses on Canadian GAAP of ($111). (2) Stocks classified in 2007 as AFS for U.S. GAAP and FVO for Canadian GAAP include realized gains on U.S. GAAP of $730 and unrealized and realized gains on Canadian GAAP of $589. (3) Cash flow hedge accounting on forward start interest rate derivatives not elected for Canadian GAAP but elected for U.S. GAAP. (4) Deferred acquisition costs consist of $3,573 (2006 $3,152) of capitalized expenditures less $981 (2006 $990) of amortization charged to income. (5) U.S. GAAP terminology is deferred income taxes. (1) (2) (3) (4) (5) Manulife International Holdings Limited 2007 Review

149 Notes to the Consolidated Financial Statements 147 Other comprehensive income reconciliation December 31, December 31, Canadian U.S. U.S. GAAP Differences GAAP GAAP For the twelve months ended Net income $ 4,229 $ (999) $ 3,230 $ 3,170 Other comprehensive (loss) income Changes in unrealized gains on available-for-sale securities $ (504) $ (79) $ (583) $ 465 Adjustments to net unrealized gains (losses) Actuarial liabilities (75) (75) (30) Deferred acquisition costs (213) Deferred revenue Value of business acquired (71) (71) 1 Changes in gains on derivative investments designated as cash flow hedges (25) (38) (63) (149) Additional pension obligation (52) (52) 281 Future income taxes on the above items (24) Changes in unrealized currency translation gains (losses) of self-sustaining operations (1) (1) (3,195) 253 (2,942) 137 Total other comprehensive (loss) income $ (3,645) $ 113 $ (3,532) $ 474 Total comprehensive (loss) income $ 584 $ (886) $ (302) $ 3,644 (1) Included a gain of $224 (2006 gain of $174), net of tax, arising from hedges of foreign currency exposure of a net investment in a foreign operation. (1)

150 148 Notes to the Consolidated Financial Statements d) Information Provided in Connection with the Fixed Investment Option of the Deferred Annuity Contracts Issued by John Hancock Variable Life Insurance Company and the SignatureNotes Issued by John Hancock Life Insurance Company The following condensed consolidating financial information, presented in accordance with U.S. GAAP, and the related disclosure have been included in these consolidated financial statements in compliance with Regulation S-X of the United States Securities and Exchange Commission (the Commission ) and in accordance with Rule 12h-5 of the Commission, as these financial statements are incorporated by reference in the registration statements of MFC and its subsidiaries that are described below and which relate to MFC s guarantee of certain securities issued and to be issued by its subsidiaries. Effective April 28, 2004, a newly formed wholly owned subsidiary of MFC merged with JHF with the result that MFC became the beneficial owner of all of the outstanding common stock of JHF, and JHF became a wholly owned subsidiary of MFC. As a result of the merger, John Hancock Variable Life Insurance Company (the Variable Company ) and John Hancock Life Insurance Company (the Life Company ), two wholly owned subsidiaries of JHF, became indirect wholly owned subsidiaries of MFC. The results of JHF s operations have not been included in these condensed consolidating financial statements for periods prior to the merger. The Variable Company sells deferred annuity contracts that feature a market value adjustment and are registered with the Commission. The deferred annuity contracts contain variable investment options and fixed investment period options. The fixed investment period options enable the participant to invest fixed amounts of money for fixed terms at fixed interest rates, subject to a market value adjustment if the participant desires to terminate a fixed investment period before its maturity date. The annuity contract provides for the market value adjustment to keep the parties whole with respect to the fixed interest bargain for the entire fixed investment period. The Variable Company refers to these fixed investment period options that contain a market value adjustment feature as MVAs. On December 30, 2002, JHF fully and unconditionally guaranteed the Variable Company s obligation to pay amounts due under any MVA that was outstanding on or following such date on transfer, withdrawal, surrender, maturity or annuitization of such MVA. On June 29, 2005, the Commission declared effective a joint registration statement filed by MFC and the Variable Company relating to MVAs to be sold on or after June 29, 2005, the payment of which will be fully and unconditionally guaranteed by MFC. MFC also guaranteed the payment obligations of the Variable Company under then outstanding MVAs. JHF will continue to guarantee MVAs that were outstanding before June 29, 2005, and JHF and MFC will be jointly and severally liable under such guarantees. However, JHF will not guarantee MVAs issued on or after June 29, S-X 12h-5 John Hancock Variable Life Insurance Company Variable Company John Hancock Life Insurance CompanyLife Company Variable Company Variable Company MVAs Variable CompanyMVA MVA Variable Company MVAs MVAs Variable Company MVAs MVAs MVAs Manulife International Holdings Limited 2007 Review

151 Notes to the Consolidated Financial Statements 149 The Life Company sells medium-term notes to retail investors under its SignatureNotes program. The SignatureNotes are also registered with the Commission. On July 8, 2005, the Commission declared effective a joint registration statement filed by MFC and the Life Company relating to SignatureNotes to be issued by the Life Company on or after July 8, 2005, the payment of which will be fully and unconditionally guaranteed by MFC. MFC also guaranteed the payment obligations of the Life Company under then outstanding SignatureNotes. MFC s guarantees of the SignatureNotes and MVAs are unsecured obligations of MFC, and are subordinated in right of payment to the prior payment in full of all other obligations of MFC, except for other guarantees or obligations of MFC which by their terms are designated as ranking equally in right of payment with or subordinate to MFC s guarantees of the SignatureNotes and MVAs. The laws of the State of New York and the Commonwealth of Massachusetts govern MFC s guarantees of the SignatureNotes and MVAs, respectively, and MFC has consented to the jurisdiction of the courts of such jurisdictions. However, because a substantial portion of MFC s assets are located outside the United States, the assets of MFC located in the United States may not be sufficient to satisfy a judgment given by a federal or state court in the United States to enforce the subordinate guarantees. In general, the federal laws of Canada and the laws of the Province of Ontario, where MFC s principal executive offices are located, permit an action to be brought in Ontario to enforce such a judgment provided that such judgment is subsisting and unsatisfied for a fixed sum of money and not void or voidable in the United States and a Canadian court will render a judgment against MFC in a certain dollar amount, expressed in Canadian dollars, subject to customary qualifications regarding fraud, violations of public policy, laws limiting the enforcement of creditor s rights and applicable statutes of limitations on judgments. There is currently no public policy in effect in the Province of Ontario that would support avoiding the recognition and enforcement in Ontario of a judgment of a New York or Massachusetts court on MFC s guarantees of the SignatureNotes and MVAs, respectively. Both MFC and JHF are holding companies. The assets of MFC and JHF consist primarily of the outstanding capital stock of their subsidiaries and investments in other international subsidiaries. Each company s cash flows primarily consist of dividends from its operating subsidiaries, offset by expenses and shareholder dividends and stock repurchases for MFC, and dividends to MFC and operating expenses for JHF. As a holding company, each company s ability to meet its cash requirements, including, but not limited to, paying any amounts due under its guarantees, substantially depends upon dividends from its operating subsidiaries. Life Company SignatureNotes SignatureNotes Life Company Life CompanySignatureNotes SignatureNotesLife Company SignatureNotes SignatureNotes MVAs SignatureNotes MVAs SignatureNotes MVAs SignatureNotes MVAs

152 150 Notes to the Consolidated Financial Statements These subsidiaries are subject to certain regulatory restrictions under laws in Canada, the United States and certain other countries, which may limit their ability to pay dividends or make contributions or loans to MFC or JHF, as applicable. For example, some of MFC s subsidiaries are subject to restrictions prescribed by the ICA on their ability to declare and pay dividends. The ICA prohibits the declaration or payment of any dividend on shares of an insurance company if there are reasonable grounds for believing the company is, or the payment of the dividend would cause the company to be, in contravention of any regulation under the ICA regarding the maintenance by life insurance companies of adequate capital and adequate and appropriate forms of liquidity or any direction to the company made by the Superintendent of Financial Institutions (Canada) (the Superintendent ) pursuant to subsection 515(3) of the ICA regarding its capital or liquidity. Dividends exceeding retained net income for the two preceding financial years plus net income for the year to the day of declaration of the dividend require approval of the Superintendent. There is currently no direction against paying a dividend that is applicable to any of MFC s subsidiaries that are subject to the ICA. The ICA also requires an insurance company to notify the Superintendent of the declaration of a dividend at least 10 days prior to the date fixed for its payment. In the United States, insurance laws in Michigan, Delaware, New York, Massachusetts and Vermont, the jurisdictions in which certain U.S. insurance company subsidiaries of MFC and JHF are domiciled, impose general limitations on the payment of dividends and other upstream distributions or loans by these insurance subsidiaries. These laws prohibit the payment of dividends or other distributions or loans to shareholders which may result in the failure to maintain adequate capital and liquidity levels, either by imposing specific financial tests that must be met in order for dividends or other distributions to be paid without regulatory consent or by giving the state insurance regulator broad discretion to disapprove any proposal to pay a dividend or other distribution. In Asia, the insurance laws of the jurisdictions in which MFC and JHF operate either provide for specific restrictions on the payment of dividends or other distributions or loans by subsidiaries or impose solvency or other financial tests, which could affect the ability of subsidiaries to pay dividends in certain circumstances. ICA ICA ICA ICA515(3) ICA ICA ICA S-X12h-5 Generally, there can be no assurance that any current or future regulatory restrictions in Canada, the United States or Asia will not impair each of MFC s or JHF s ability to meet its cash requirements, including, but not limited to, paying any amounts due under its guarantee. The following condensed consolidating financial information, presented in accordance with U.S. GAAP, is provided in compliance with Regulation S-X of the Commission and in accordance with Rule 12h-5 of the Commission. Manulife International Holdings Limited 2007 Review

153 Notes to the Consolidated Financial Statements 151 Condensed Consolidating Balance Sheet John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance As at December 31, 2007 Company Company Assets Invested assets $ $ 589 $ 53,820 $ 6,512 $ 111,326 $ (68) $ 172,179 Investments in unconsolidated subsidiaries 27,002 11,287 3, ,090 (43,659) Other assets 528 1,110 13,415 3,042 30,940 (12,987) 36,048 Separate account assets 10,868 7, , ,788 Total assets $ 27,530 $ 12,986 $ 81,241 $ 17,551 $ 288,421 $ (56,714) $ 371,015 Liabilities and equity Policy liabilities $ $ $ 50,765 $ 6,543 $ 98,438 $ (3,958) $ 151,788 Consumer notes 2,131 2,131 Other liabilities 1, ,451 1,060 20,819 (6,336) 23,433 Long-term debt 350 1,199 1,942 (1,666) 1,825 Liabilities for preferred shares and capital instruments ,200 3,014 Non-controlling interest in subsidiaries 367 (69) 298 Separate account liabilities 10,868 7, , ,788 Shareholders equity 25,738 11,446 10,556 2,093 20,590 (44,685) 25,738 Total liabilities and equity $ 27,530 $ 12,986 $ 81,241 $ 17,551 $ 288,421 $ (56,714) $ 371,015

154 152 Notes to the Consolidated Financial Statements John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance As at December 31, 2006 Company Company Assets Invested assets $ 2 $ 121 $ 64,591 $ 7,478 $ 111,737 $ (114) $ 183,815 Investments in unconsolidated subsidiaries 30,050 12,896 3, ,090 (48,943) Other assets 557 1,022 14,074 3,342 30,463 (12,399) 37,059 Separate account assets 13,018 9, , ,536 Total assets $ 30,609 $ 14,039 $ 95,427 $ 20,218 $ 284,573 $ (61,456) $ 383,410 Liabilities and equity Policy liabilities $ $ $ 60,650 $ 7,456 $ 98,153 $ (3,519) $ 162,740 Consumer notes 2,860 2,860 Other liabilities ,652 1,041 18,174 (5,605) 19,685 Long-term debt 350 1, ,967 (2,298) 1,930 Liabilities for preferred shares and capital instruments ,777 3,681 Non-controlling interest in subsidiaries 420 (20) 400 Separate account liabilities 13,018 9, , ,536 Shareholders equity 29,578 12,593 12,136 2,486 22,799 (50,014) 29,578 Total liabilities and equity $ 30,609 $ 14,039 $ 95,427 $ 20,218 $ 284,573 $ (61,456) $ 383,410 Manulife International Holdings Limited 2007 Review

155 Notes to the Consolidated Financial Statements 153 Condensed Consolidating Statements of Operations John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2007 Company Company Revenue Premium income $ $ $ 2,971 $ 39 $ 9,878 $ $ 12,888 Net investment income , ,476 (87) 10,241 Fee income and other revenue ,455 (448) 6,914 Total revenue $ 108 $ 59 $ 6,827 $ 775 $ 22,809 $ (535) $ 30,043 Policy benefits and expenses Policyholder benefits $ $ $ 4,891 $ 397 $ 13,635 $ (13) $ 18,910 Commissions, investment and general expenses ,155 (378) 4,503 Amortization of deferred acquisition costs and value of business acquired ,011 1,201 Other (144) 1,295 Total policy benefits and expenses $ 71 $ 119 $ 5,955 $ 526 $ 19,773 $ (535) $ 25,909 Income (loss) before income taxes $ 37 $ (60) $ 872 $ 249 $ 3,036 $ $ 4,134 Income tax (expense) recovery (18) 30 (257) (97) (562) (904) Income (loss) after income taxes $ 19 $ (30) $ 615 $ 152 $ 2,474 $ $ 3,230 Equity in net income of unconsolidated subsidiaries 3, (4,306) Net income $ 3,230 $ 841 $ 835 $ 156 $ 2,474 $ (4,306) $ 3,230

156 154 Notes to the Consolidated Financial Statements John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2006 Company Company Revenue Premium income $ $ $ 2,948 $ 94 $ 9,453 $ $ 12,495 Net investment income , ,239 (75) 10,122 Fee income and other revenue ,754 (506) 5,940 Total revenue $ 79 $ 33 $ 6,827 $ 753 $ 21,446 $ (581) $ 28,557 Policy benefits and expenses Policyholder benefits $ $ $ 5,057 $ 295 $ 12,571 $ (159) $ 17,764 Commissions, investment and general expenses 49 (1) ,896 (317) 4,307 Amortization of deferred acquisition costs and value of business acquired ,168 Other (105) 1,222 Total policy benefits and expenses $ 76 $ 57 $ 6,244 $ 526 $ 18,139 $ (581) $ 24,461 Income (loss) before income taxes $ 3 $ (24) $ 583 $ 227 $ 3,307 $ $ 4,096 Income tax (expense) recovery (7) 15 (181) (75) (678) (926) Income (loss) after income taxes $ (4) $ (9) $ 402 $ 152 $ 2,629 $ $ 3,170 Equity in net income of unconsolidated subsidiaries 3, (4,154) Net income $ 3,170 $ 712 $ 657 $ 156 $ 2,629 $ (4,154) $ 3,170 Manulife International Holdings Limited 2007 Review

157 Notes to the Consolidated Financial Statements 155 Condensed Consolidating Statement of Cash Flows John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2007 Company Company Operating activities Net income $ 3,230 $ 841 $ 835 $ 156 $ 2,474 $ (4,306) $ 3,230 Adjustments for non-cash items in net income: Equity in net income of unconsolidated subsidiaries (3,211) (871) (220) (4) 4,306 Increase in policy-related liabilities 2, ,488 10,013 Net realized investment gains and other investment items (125) (9) (1,358) (1,492) Amortization of deferred acquisition costs and value of business acquired, net of capitalized amounts (56) (50) (2,265) (2,371) Amortization of premium/discount on invested assets Other amortization (9) Future income tax expense (recovery) 6 (41) Stock option expense Non-controlling interest in subsidiaries Net income (loss) adjusted for non-cash items $ 25 $ (80) $ 3,593 $ 265 $ 6,742 $ $ 10,545 Change in other operating assets and liabilities (31) 1,028 Cash provided by (used in) operating activities $ 134 $ 8 $ 4,389 $ 331 $ 6,711 $ $ 11,573 Investing activities Purchase and mortgage advances $ (35) $ $ (9,084) $ (1,270) $ (42,920) $ $ (53,309) Disposals and repayments 12, ,243 52,434 Change in investment broker net receivables and payables 57 (6) (116) (65) Net cash increase (decrease) from sales and acquisitions of subsidiaries (3) Capital contribution to unconsolidated subsidiaries (17) 17 Return of capital from unconsolidated subsidiaries 31 (31) Dividends from unconsolidated subsidiary (653) Cash (used in) provided by investing activities $ (38) $ 453 $ 3,410 $ (308) $ (3,665) $ (667) $ (815)

158 156 Notes to the Consolidated Financial Statements John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2007 Company Company Financing activities Decrease in securities sold but not yet purchased $ $ $ $ $ (1) $ $ (1) Issue of long-term debt (1) (558) Repayment of long-term debt (26) 37 (15) (4) Dividends paid to parent (453) (148) (51) 652 Return of capital to parent (15) 15 Repayment of capital instruments (570) (570) Net redemptions of structured products (4,060) 30 (1,587) (5,617) Bank deposits, net 2,164 2,164 Consumer notes matured, net (434) (434) Preferred share dividends (30) (5) 5 (30) Common share dividends 1,359 (2,700) (1,341) Notes payable to subsidiary 700 (700) Notes receivable from parent (700) 700 (Decrease) increase in notes receivable from affiliates (218) (1) Increase (decrease) in notes payable to affiliates (24) (169) (92) Funds repaid, net (10) (10) Tax benefit of stock options exercised Purchase and cancellation of common shares (2,245) (2,245) Common shares issued on exercise of options Preferred shares (redeemed) issued by a subsidiary (10) (89) 10 (89) Cash (used in) provided by financing activities $ (98) $ 26 $ (5,515) $ (118) $ (3,008) $ 667 $ (8,046) Cash and short-term securities Increase (decrease) during the year $ (2) $ 487 $ 2,284 $ (95) $ 38 $ $ 2,712 Currency impact on cash and short-term securities (23) (126) (42) (918) (1,109) Balance, January ,393 10,384 Balance, December 31, 2007 $ $ 585 $ 2,809 $ 80 $ 8,513 $ $ 11,987 Cash and short-term securities January 1 Gross cash and short-term securities $ 2 $ 121 $ 774 $ 250 $ 9,807 $ $ 10,954 Net payments in transit, included in other liabilities (123) (33) (414) (570) Net cash and short-term securities, January 1 $ 2 $ 121 $ 651 $ 217 $ 9,393 $ $ 10,384 End of year Gross cash and short-term securities $ $ 585 $ 2,950 $ 112 $ 8,828 $ $ 12,475 Net payments in transit, included in other liabilities (141) (32) (315) (488) Net cash and short-term securities, December 31, 2007 $ $ 585 $ 2,809 $ 80 $ 8,513 $ $ 11,987 Manulife International Holdings Limited 2007 Review

159 Notes to the Consolidated Financial Statements 157 John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2006 Company Company Operating activities Net income $ 3,170 $ 712 $ 657 $ 156 $ 2,629 $ (4,154) $ 3,170 Adjustments for non-cash items in net income: Equity in net income of unconsolidated subsidiaries (3,174) (721) (255) (4) 4,154 Increase in policy-related liabilities 1, ,962 7,191 Net realized investment gains and other investment items (12) 7 (1,525) (1,530) Amortization of deferred acquisition costs and value of business acquired, net of capitalized amounts 10 (122) (1,871) (1,983) Amortization of premium/discount on invested assets (231) 269 Other amortization (9) Future income tax expense Stock option expense Non-controlling interest in subsidiaries Net income (loss) adjusted for non-cash items $ (3) $ 39 $ 2,128 $ 266 $ 5,596 $ 11 $ 8,037 Change in other operating assets and liabilities (9) (26) (153) (11) (87) Cash provided by (used in) operating activities $ (12) $ 13 $ 2,191 $ 315 $ 5,443 $ $ 7,950 Investing activities Purchase and mortgage advances $ $ $ (13,424) $ (1,988) $ (50,809) $ 528 $ (65,693) Disposals and repayments 15,215 1,463 47,607 (528) 63,757 Changes in investment broker net receivables and payables (13) (176) Subscription of preferred shares issued by a subsidiary (28) 28 Net cash decrease from sales and acquisitions of subsidiaries (59) (59) Cash paid for related party real estate (175) 175 Capital contribution to unconsolidated subsidiaries (80) 80 Dividends from unconsolidated subsidiary 1, (2,582) Investment in common shares of related company (1,100) 1,100 Cash (used in) provided by investing activities $ 1,727 $ 632 $ 1,542 $ (521) $ (3,636) $ (1,374) $ (1,630)

160 158 Notes to the Consolidated Financial Statements John John Hancock Manulife John Hancock Life Variable Life Consolidated Financial Hancock Insurance Insurance Manulife Corporation Financial Company Company Other Consolidation Financial (Guarantor) Services, Inc. (Issuer) (Issuer) Subsidiaries Adjustments Corporation John John Hancock Hancock Life Variable Life Insurance Insurance For the year ended December 31, 2006 Company Company Financing activities Decrease in securities sold but not yet purchased $ $ $ $ $ (384) $ $ (384) Issue of long-term debt Capital contributions received from parent 80 (80) Repayment of Interco long-term debt (588) Repayment of long-term debt (272) (272) Issue of subordinated notes Net redemptions of structured products (4,493) 308 (778) (4,963) Bank deposits, net 2, ,353 Capital from joint venture partner 7 7 Consumer notes matured, net (182) (182) Preferred share dividends (30) (5) 5 (30) Common share dividends (1,133) (645) (111) (1,821) 2,577 (1,133) Notes payable to subsidiary (664) Notes receivable from parent (664) 664 (Decrease) increase in notes receivable from affiliates (27) (701) (131) (11) 870 Increase (decrease) in notes payable to affiliates (1) 871 (870) Funds repaid, net (69) (69) Tax benefit of stock options exercised Purchase and cancellation of common shares (1,631) (1,631) Common shares issued on exercise of options Preferred shares issued (redeemed) by a subsidiary 28 (28) Preferred shares issued, net Common shares issued 1,100 (1,100) Cash (used in) provided by financing activities $ (1,725) $ (668) $ (4,847) $ 197 $ 1,326 $ 1,451 $ (4,266) Cash and short-term securities Increase (decrease) during the year $ (10) $ (23) $ (1,114) $ (9) $ 3,133 $ 77 $ 2,054 Currency impact on cash and short-term securities Balance, January , ,259 (77) 8,307 Balance, December 31, 2006 $ 2 $ 121 $ 651 $ 217 $ 9,393 $ $ 10,384 Cash and short-term securities January 1 Gross cash and short-term securities $ 12 $ 142 $ 1,853 $ 251 $ 6,721 $ (77) $ 8,902 Net payments in transit, included in other liabilities (108) (25) (462) (595) Net cash and short-term securities, January 1 $ 12 $ 142 $ 1,745 $ 226 $ 6,259 $ (77) $ 8,307 End of year Gross cash and short-term securities $ 2 $ 121 $ 774 $ 250 $ 9,807 $ $ 10,954 Net payments in transit, included in other liabilities (123) (33) (414) (570) Net cash and short-term securities, December 31, 2006 $ 2 $ 121 $ 651 $ 217 $ 9,393 $ $ 10,384 Manulife International Holdings Limited 2007 Review

161 Notes to the Consolidated Financial Statements 159 e) Derivative instruments and hedging activities As discussed in Note 2, the Company adopted CICA Handbook sections 3855 and 3865 for Canadian GAAP purposes on January 1, Although these new standards substantially harmonize the Canadian GAAP and U.S. GAAP accounting standards for investments and for derivatives and hedging activities, the Company has designated certain invested assets differently for Canadian GAAP than U.S. GAAP. Given that the determination of actuarial liabilities is dependent upon the carrying value of assets required to support liabilities under Canadian GAAP, in order to mitigate recognition inconsistency, assets supporting actuarial liabilities have been designated as held for trading using the fair value option available under Section Accordingly, the Company does not apply hedge accounting for assets supporting actuarial liabilities under Canadian GAAP. Interest rate and cross currency swaps are used in the portfolios supporting actuarial liabilities to manage duration and currency risks and have not been designated as hedging instruments under Canadian GAAP. Under US GAAP, most assets supporting actuarial liabilities have been designated as available-for-sale ( AFS ) and in certain cases may have been designated as hedge items. These differences create reconciling items in 2007 between Canadian GAAP and U.S. GAAP. Under U.S. GAAP the Company has entered into hedge accounting relationships which are accounted for as follows: For fair value hedges, the Company is hedging changes in the fair value of assets, liabilities or firm commitments with changes in fair values of the derivative instruments. Any ineffective portion of the hedge relationship is recorded in income. For cash flow hedges, the Company is hedging the variability of cash flows related to variable rate assets, liabilities or forecasted transactions. The effective portion of changes in fair values of derivative instruments under a cash flow hedge is recorded in other comprehensive income and reclassified into income in the same period or periods during which the hedged transaction affects earnings. The Company estimates that deferred net gain of $17, included in other comprehensive income as at December 31, 2007 (2006 net loss $4), will be reclassified into earnings within the next 12 months. Cash flow hedges include hedges of certain forecasted transactions up to a maximum of 40 years. For a hedge of its net investment in a foreign operation, the Company is hedging the foreign currency exposure of a net investment in a foreign subsidiary with changes in fair values of derivative instruments recorded in the currency translation account. 2 CICA

162 160 Notes to the Consolidated Financial Statements f) Narrative description of material measurement and income recognition differences between Canadian GAAP and U.S. GAAP Canadian GAAP U.S. GAAP (i) Bonds and Prior to the adoption of Section 3855 on January 1, other fixed 2007, bonds were carried at amortized cost, less an maturity allowance for specific losses. Realized gains and losses investments on sale were deferred and amortized into income over the lesser of 20 years or the remaining term to maturity of the bonds sold Upon the adoption of Section 3855, Canadian GAAP is substantially harmonized with U.S. GAAP. Refer to Note Bonds that are classified as trading or AFS are carried at fair value, using valuation methods including prices quoted in active markets, and in the absence of such market quotes, using valuation techniques based on analyzing both market observable and nonmarket observable data. Impairment charges are recorded for AFS bonds for other than temporary declines in fair value due to changes in prevailing interest rates when the company does not have the intent and ability to hold to recovery, or issuer credit, or both. As outlined in note (f) above, the Company has designated certain investments differently under U.S. GAAP as compared to Canadian GAAP. Under Canadian GAAP, bonds are classified as Trading or AFS and are carried at fair values based on prices quoted in active markets. Bonds for which market quotes are not available are categorized as private placements and are carried at amortized cost. (f) Impairment charges are recorded on AFS bonds for other than temporary declines in fair value due to changes in issuer credit. Manulife International Holdings Limited 2007 Review

163 Notes to the Consolidated Financial Statements 161 Canadian GAAP U.S. GAAP (ii) Stocks Prior to the adoption of Section 3855 on January 1, 2007, stocks were carried at a moving average market basis whereby carrying values were adjusted towards market value at 5% per quarter. Specific stocks were written down to fair value if an impairment in the value of the entire stock portfolio was considered to be other than temporary. Realized gains and losses were deferred and brought into income at the rate of 5% of the unamortized deferred realized gains and losses each quarter Stocks may be classified as AFS or trading securities only when prices quoted in active markets are available, otherwise they are categorized as other investments and carried at cost. Upon the adoption of Section 3855, Canadian GAAP is substantially harmonized with U.S. GAAP. Refer to Note Stocks are classified as AFS or Trading, and are carried at fair value when based on prices quoted in active markets. When market quotes are not available, AFS stocks are carried at cost. (iii) Mortgages Prior to the adoption of Section 3855, mortgages were carried at amortized cost less repayments and an allowance for specific losses. Realized gains and losses were deferred and brought into income over the lesser of 20 years or the remaining term to maturity of the mortgage sold Mortgages are carried at amortized cost less repayments and an allowance for losses. Realized gains and losses are recognized in income immediately. Upon the adoption of Section 3855, Canadian GAAP is substantially harmonized with U.S. GAAP. Refer to Note

164 162 Notes to the Consolidated Financial Statements Canadian GAAP U.S. GAAP (iv) Private Prior to the adoption of Section 3855, private placements placements were included in bonds and other fixed maturity investments The Company does not classify any of its investments as private placements under U.S. GAAP. Private placement loans include fixed income securities for which prices quoted in active markets are not available. Private placement loans are carried at cost less allowance for impairments, if any. (v) Real estate Real estate is carried at a moving average market basis whereby the carrying values are adjusted towards market value at 3% per quarter. Specific properties are written down to market value if an impairment in the value of the entire real estate portfolio (determined net of deferred realized gains) is considered to be other than temporary. Realized gains and losses are deferred and brought into income at the rate of 3% of the unamortized deferred realized gains and losses each quarter. Real estate is carried at cost less accumulated depreciation. Specific properties are written down to fair value, if the carrying amount of the real estate is deemed not recoverable, taking into account undiscounted expected cash flows, and the impairment is deemed to be other than temporary. Realized gains and losses are recognized in income immediately. (vi) Other Other investments consist primarily of investments in investments Limited Partnerships (LPs) or Limited Liability Companies (LLCs) and are accounted for using the equity method of accounting when the Company has the ability to exercise significant influence (generally indicated by an ownership interest of 20% or more). The Company uses the cost method for its investments in LPs and LLCs when it does not exercise significant influence. In accordance with EITF D-46, Accounting for Limited Partnership Investments the Company accounts for its investments in LPs and LLCs using the equity method of accounting where its ownership interests are more than insignificant. EITF D-46 Manulife International Holdings Limited 2007 Review

165 Notes to the Consolidated Financial Statements 163 Canadian GAAP U.S. GAAP (vii) Policy Actuarial liabilities for all types of policies are liabilities calculated using the Canadian Asset Liability Method ( CALM ) and represent the current amount of balance sheet assets which, together with estimated future premiums and net investment income, will be sufficient to pay estimated future benefits, policyholder dividends, tax (other than income taxes) and expenses on policies in-force. Actuarial liabilities are comprised of a best estimate reserve and a provision for adverse deviation. Best estimate reserve assumptions are made for the term of the liabilities and include assumptions with respect to mortality and morbidity trends, investment returns, rates of premium persistency, rates of policy termination, policyholder dividend payments, operating expenses and certain taxes. To recognize the uncertainty in the assumptions underlying the calculation of best estimate reserves, to allow for possible deterioration in experience and to provide greater comfort that actuarial liabilities are adequate to pay future benefits, the Appointed Actuary is required to add a margin to each assumption. These margins result in the calculation of a provision for adverse deviation, the impact of which is to increase actuarial liabilities and decrease the income that would otherwise be recognized at the time new policies are sold. Assumptions are updated regularly and the effects of any changes in assumptions, whether positive or negative, are recognized in income immediately. The margins for adverse deviations are recognized in income over the term of the liabilities as the risk of deviation from estimates declines. CALM There are four main Financial Accounting Standards for valuing actuarial liabilities as follows: Statement of Financial Accounting Standards No. 60, Accounting and Reporting by Insurance Enterprises ( SFAS 60 ), applies to non-participating insurance, including whole life and term insurance, disability insurance and certain reinsurance contracts. Actuarial liabilities are calculated using a net level premium method and represent the present value of future benefits to be paid to, or on behalf of, policyholders plus related expenses, less the present value of future net premiums. The assumptions include expected investment yields, mortality, morbidity, terminations and maintenance expenses. A provision for adverse deviation is also included. The assumptions are based on best estimates of longterm experience at the time of policy issue (or acquisition in the case of a business combination). The assumptions are not changed for future valuations unless it is determined that future income is no longer adequate to recover the existing Deferred Acquisition Cost ( DAC ) or Value of Business Acquired ( VOBA ) asset, in which case the DAC or VOBA asset is reduced or written off and, to the extent necessary, actuarial liabilities are increased. The actuarial reserve basis may not subsequently be reduced even if the circumstances causing the strengthening are no longer applicable. 60SFAS 60

166 164 Notes to the Consolidated Financial Statements Canadian GAAP U.S. GAAP The future net investment income assumed in the calculation of actuarial liabilities is based on the projection of cash flows on the actual balance sheet assets supporting those liabilities, combined with an assumed re-investment strategy. Actuarial liabilities include allowances for credit losses associated with the assets supporting liabilities, as well as allowances for interest rate mismatch, liquidity, and other investment-related risks. The allowances for investment risks, other than fixed income credit risk, are established through scenario testing. The term of the liability used in the valuation may be shorter than the ultimate contractual maturity. Actuarial liabilities for guaranteed minimum death, withdrawal, annuitization and maturity benefits under segregated fund contracts are calculated using stochastic modeling techniques, with assumptions regarding the distribution of future segregated fund returns derived primarily from historical data. Statement of Financial Accounting Standards No. 97, Accounting and Reporting by Insurance Enterprises for Certain Long-Duration Contracts and for Realized Gains and Losses from the Sale of Investments ( SFAS 97 ), applies to limited-payment contracts (including payout annuities), universal life-type contracts and investment contracts. The actuarial liability for limited-payment contracts is determined using an approach similar to that applied under SFAS 60, except that the excess of gross premiums less net premiums is deferred and recognized over the lifetime of the policies. The actuarial liability for universal life-type contracts and investment contracts is equal to the policyholder account value or a similar amount. There is no provision for adverse deviation. If it is determined that expected future income for universal life-type contracts is no longer adequate to recover the existing DAC or VOBA, the DAC or VOBA asset is reduced or written off and, to the extent necessary, actuarial liabilities are increased. The actuarial reserve basis may not subsequently be reduced even if the circumstances causing the strengthening are no longer applicable. For contracts subject to SFAS 97 that are acquired in a business combination, the actuarial liabilities may include an adjustment based on the fair value of the liabilities at the date of acquisition. 97 SFAS 97 SFAS 60 SFAS 97 In addition, Statement of Position 03-1, Accounting and Reporting by Insurance Enterprises for Certain Non-traditional Long-Duration Contracts and for Separate Accounts ( SOP 03-1 ), requires the recognition of additional actuarial liabilities for insurance benefit features under universal life-type contracts and for annuitization benefits. The additional actuarial liability is based on the estimated proportion of contract assessments required to fund insurance benefits and annuitization benefits in excess of the policyholder account value. The estimate of the required proportion must consider a range of possible future scenarios and is updated regularly as experience emerges and to reflect changes in assumptions regarding future experience. Statement of Position 03-1 SOP 031 Manulife International Holdings Limited 2007 Review

167 Notes to the Consolidated Financial Statements 165 Canadian GAAP U.S. GAAP Statement of Financial Accounting Standards No. 120, Accounting and Reporting by Mutual Life Enterprises and by Insurance Enterprises for Certain Long-Duration Participating Contracts ( SFAS 120 ), applies to participating insurance contracts. The actuarial liability for these contracts is computed using a net level premium method with mortality and interest assumptions consistent with the dividend fund or non-forfeiture assumptions. There is no provision for adverse deviation. The assumptions are not changed unless it is determined that expected future income is no longer adequate to recover the existing DAC or VOBA, in which case the DAC or VOBA asset is reduced or written off and, to the extent necessary, actuarial liabilities are increased. The actuarial reserve basis may not subsequently be reduced if the circumstances causing the strengthening are no longer applicable. 120 SFAS 120 In addition, in accordance with Emerging Issues Task Force Topic No. D-41 ( EITF D-41 ), U.S. GAAP requires that actuarial liabilities be adjusted to reflect the changes that would have been necessary if the unrealized gains and losses on available-for-sale bonds and stocks had been realized. This adjustment to actuarial liabilities directly impacts shareholder equity and is not reflected in net income, consistent with the treatment of the corresponding adjustments to the carrying value of the assets. Emerging Issues Task Force Topic No.D-41 EITF D-41 Actuarial liabilities for guaranteed minimum death and annuitization benefits under segregated fund contracts are valued under the rules of SOP 03-1, with fund return assumptions consistent with those used for Canadian GAAP. SOP 03-1 Guaranteed minimum withdrawal and maturity benefits under segregated fund contracts are considered to be embedded derivatives subject to the rules of SFAS 133. Liabilities for these guaranteed benefits are measured at fair value using stochastic techniques, with assumptions regarding the distribution of future segregated fund returns derived from option pricing parameters observed in the market. These liabilities are excluded from actuarial liabilities and included in other liabilities on the Consolidated Balance Sheets. SFAS 133

168 166 Notes to the Consolidated Financial Statements Canadian GAAP U.S. GAAP (viii) Deferred The cost of acquiring new insurance and annuity acquisition business, consisting primarily of commissions and costs underwriting and issue expenses, is implicitly recognized as a reduction in actuarial liabilities. Acquisition costs which vary with, and are primarily related to, the production of new business are deferred and recorded as an asset. This DAC asset is amortized into income in proportion to different measures, depending on the policy type. DAC associated with SFAS 60 policies are amortized and charged to income in proportion to premium income recognized. For non-participating limited payment insurance policies, the DAC asset is amortized in proportion to the in-force face amount of the policies. SFAS 60 DAC associated with SFAS 97 and SFAS 120 policies (i.e., universal life-type contracts, investment contracts and participating insurance contracts) are amortized and charged to income in proportion to the estimated gross profit margins expected to be realized over the life of the contracts. The proportion of gross profits required to amortize the DAC is re-estimated periodically based on actual experience and updated assumptions regarding future experience, and total amortization to date is adjusted to reflect any change in this estimated proportion. SFAS 97SFAS 120 In addition, EITF D-41 requires that DAC related to SFAS 97 and SFAS 120 contracts should be adjusted to reflect the changes that would have been necessary if the unrealized gains and losses on available-for-sale bonds and stocks had actually been realized. These amounts are recorded in other comprehensive income. EITF D-41 SFAS 97SFAS 120 Manulife International Holdings Limited 2007 Review

169 Notes to the Consolidated Financial Statements 167 Canadian GAAP U.S. GAAP (ix) Value of The value of in-force policies acquired in a business business combination is implicitly recognized as a reduction in acquired actuarial liabilities. VOBA is determined at the acquisition date and recorded as an asset. The initial determination is based on a projection of future profits, net of the cost of required capital, which are discounted at a risk-adjusted yield. The VOBA asset is allocated among the various product lines, and is amortized and charged to income using the same methodologies used for DAC amortization but reflecting premiums or profit margins after the date of acquisition only. Changes to VOBA that would have been necessary had unrealized gains and losses on available-for-sale bonds and stocks had actually been realized are recorded in other comprehensive income. (x) Deferred All premium income is recorded as revenue. The revenue anticipated costs of future services are included within the actuarial liabilities. Under SFAS 97, fees assessed to policyholders relating to services that are to be provided in future years are recorded as deferred revenue. Deferred revenue is amortized to fee income in the same pattern as the amortization of the DAC asset. SFAS 97 Changes to deferred revenue that would have been necessary had unrealized gains and losses on available-for-sale bonds and stocks actually been realized are recorded in other comprehensive income.

170 168 Notes to the Consolidated Financial Statements Canadian GAAP (xi) Reinsurance Under Canadian GAAP, actuarial liabilities are ceded reported net of amounts expected to be recovered from reinsurers under reinsurance treaties. Cash flows expected to be paid to, and received from, reinsurers are included in the CALM valuation. CALM U.S. GAAP Statement of Financial Accounting Standards No. 113, Accounting and Reporting for Reinsurance of Short-Duration and Long-Duration Contracts ( SFAS 113 ) applies to reinsurance ceded. Under SFAS 113, actuarial liabilities are not reduced to reflect amounts ceded to reinsurers; rather, amounts recoverable from reinsurers are reported separately as an asset on the balance sheet. Amounts recoverable from reinsurers are estimated using methods and assumptions consistent with those used to estimate the actuarial liabilities for the reinsured policies. 113 SFAS 113 SFAS 113 requires that the estimated net profit or loss from longduration reinsurance treaties be recognized over the lifetime of the reinsured policies. This treatment may create volatility in net income due to the difference in timing between recognition of claims paid to policyholders and recognition of claims reimbursement received from reinsurers. SFAS 113 Manulife International Holdings Limited 2007 Review

171 Notes to the Consolidated Financial Statements 169 Canadian GAAP U.S. GAAP (xii) Derivatives Upon the adoption of Sections 3855 and Section 3865, Canadian GAAP accounting standards for derivatives and hedging activities are substantially harmonized with U.S. GAAP. However, U.S. GAAP reported earnings may continue to exhibit reconciliation differences in any given period relative to Canadian GAAP because the Company designates bonds and stocks backing actuarial liabilities differently under Canadian GAAP than U.S. GAAP, and therefore applies hedge accounting differently The Company has elected to designate certain bond and stock assets backing actuarial liabilities categorized as available-for-sale as hedged items. Derivatives in portfolios backing actuarial liabilities are designated as hedging items. Accordingly, the changes in fair value of such derivatives and assets are recognized in OCI as they occur and subsequently recorded in investment income on sale or maturity of the bond and stock assets involved. Refer to note (f) above. (f) The Company elects not to designate bonds and stocks backing actuarial liabilities as hedged items for Canadian GAAP accounting purposes. These assets backing actuarial liabilities are designated as fair value. Derivatives in portfolios backing actuarial liabilities are not designated as hedging items. Accordingly, the changes in fair value of such derivatives and assets are recognized in investment income as they occur. Refer to note (f) above. (f) (xiii) Consumer As a result of the adoption of Section 3855, the notes Company has elected to designate Consumer notes as Trading under the fair value option. As such, these notes are carried at fair value with subsequent changes in fair value recorded in earnings. Prior to the adoption of Section 3855, Consumer notes were carried at amortized cost Consumer notes are carried at amortized cost.

172 170 Notes to the Consolidated Financial Statements Canadian GAAP U.S. GAAP (xiv) Employers The cost of defined benefit pension benefits is accounting for recognized using the projected benefit method prodefined rated on services and estimates of expected return on benefit plan assets, salary escalation and retirement ages of pension and employees. Actuarial gains and losses that exceed other post- 10% of the greater of the accrued benefit obligation retirement or the market-related value of the plan assets are plans amortized to income on a straight-line basis over the estimated average remaining service lives of plan members. The expected return on plan assets is based on an estimate of the long-term expected rate of return on plan assets and a market-related value of plan assets. The market-related value of plan assets is determined using a methodology where the difference between the actual and expected market value of plan assets is recognized over five years. Prepaid benefit costs are included in other assets and accrued benefit liabilities are included in other liabilities. SFAS 158 requires the funded status of a defined benefit pension or other post-retirement benefit plan to be recognized on the balance sheet as an asset or liability with an offset to other comprehensive income. The funded status is measured as the difference between plan assets at their fair value and the benefit obligation. SFAS 158 g) Narrative description of presentation differences between Canadian GAAP and U.S. GAAP Canadian GAAP U.S. GAAP (i) Premiums All premium income is reported as revenue when due. A partially offsetting increase in actuarial liabilities for the related policies is recorded in the Consolidated Statements of Operations. Under SFAS 60 and SFAS 120, gross premiums are reported as revenue when due. A partially offsetting increase in actuarial liabilities for the related policies is recorded in the Consolidated Statements of Operations. SFAS 60SFAS 120 Premiums collected on SFAS 97 contracts are not reported as revenue in the Consolidated Statements of Operations but are recorded as deposits to policyholders account balances. Fees assessed against policyholders account balances relating to mortality charges, policy administration and surrender charges are recognized as revenue. SFAS 97 Manulife International Holdings Limited 2007 Review

173 Notes to the Consolidated Financial Statements 171 Canadian GAAP U.S. GAAP (ii) Death, All death, maturity and surrender benefits are maturity and reported in the Consolidated Statements of surrender Operations when incurred. Additionally, to the extent benefits these amounts have previously been provided for in actuarial liabilities, a corresponding release of actuarial liabilities is recorded in the Consolidated Statements of Operations. For SFAS 60 and SFAS 120 contracts, all death, maturity and surrender benefits are reported in the Consolidated Statements of Operations when incurred. Additionally, to the extent these amounts have previously been provided for in actuarial liabilities, a corresponding release of actuarial liabilities is recorded in the Consolidated Statements of Operations. SFAS 60SFAS 120 For universal life-type contracts and investment contracts accounted for under SFAS 97, benefits incurred in the period in excess of related policyholders account balances are recorded in the Consolidated Statements of Operations. SFAS 97 (iii) Change in Interest credited on policyholders account balances is actuarial included in change in actuarial liabilities in the liabilities Consolidated Statements of Operations. Interest required to support SFAS 97 contracts is included in actuarial liabilities in the Consolidated Balance Sheets and is classified in policyholder payments in the Consolidated Statements of Operations. SFAS 97 (iv) Segregated Investments held in segregated funds are carried at funds assets market value. Segregated funds are managed and liabilities separately from those of the general fund of the Company and are, therefore, presented in a separate schedule and are not included in the general fund Consolidated Balance Sheets or Consolidated Statements of Operations. U.S. GAAP equivalent is labeled separate accounts and are presented in summary lines in the Consolidated Balance Sheets. Assets and liabilities are carried at market values and contract values, respectively. SOP 03-1 requires General Account classification for Separate Account contracts for which all of the investment risk is not passed along to the Separate Accounts holder. This results in the reclassification of certain segregated funds under Canadian GAAP to the General Account for U.S. GAAP. SOP 03-1 (v) Consolidated The cash flows from investment contracts, including Statements of deferred annuities and group pensions, are disclosed Cash Flows as an operating activity in the Consolidated Statement of Cash Flows. The cash flows from investment contracts accounted for under SFAS 97 are disclosed as a financing activity in the Consolidated Statement of Cash Flows. SFAS 97

174 172 Notes to the Consolidated Financial Statements Canadian GAAP U.S. GAAP (vi) Reinsurance Where transfer of risk has occurred, reinsurance recoverables relating to ceded life insurance risks and ceded annuity contract risks are recorded as an offset to actuarial liabilities. Where transfer of risk has occurred, life insurance actuarial liabilities are presented as a gross liability with the reinsured portion included as reinsurance recoverable. Actuarial liabilities related to annuities are also presented on a gross basis with the reinsured portion accounted for as deposits with reinsurers. (vii) Stocks Investments in stocks in which the market price is not available are classified as stock and are carried at cost. Investments in stocks in which the market price is not available are classified as other invested assets and are carried at cost. (viii) Private Private placements include fixed income investments placements and investments in leveraged leases. Investments in private debt and leveraged leases are categorized as bonds and other fixed maturity investments for U.S. GAAP. (ix) Consolidation Control over a limited partnership by its general accounting partner (or by corollary, control over a limited liability evaluation company by its managing member) is evaluated based of general on facts and circumstances. Factors which are partners considered include whether the general partner is control over subject to removal without cause by any proportion or their limited number of unrelated limited partners, and whether partnerships unrelated limited partners acting in any proportion or number have veto rights over significant decisions that would be expected to be made in the ordinary course of the limited partnership s business. EITF 04-5 presumes that the general partner of a partnership (or managing member of a limited liability company) controls the partnership and should consolidate it, unless limited partners have either substantive kickout rights (defined as the ability of a simple majority of those limited partners not related to the general partner to remove the general partner without cause) or have substantive participating rights (defined as the ability to be actively involved in managing the partnership) or the partnership is a VIE, in which case VIE consolidation accounting rules should be followed. EITF 04-5 (x) Investment Investment income and related investment expenses income and are presented gross in the Consolidated Statements of expenses Operations. Investment income and related investment expenses are presented on a net basis in the Consolidated Statements of Operations. Manulife International Holdings Limited 2007 Review

175 Notes to the Consolidated Financial Statements 173 h) Future U.S.GAAP Accounting and Reporting Changes Non-controlling interests in Consolidated Financial Statements In December, 2007, the FASB issued Statement of Financial Accounting Standards No. 160 ( SFAS 160 ). SFAS 160 establishes guidance for noncontrolling interests in a subsidiary and for deconsolidation of a subsidiary. SFAS 160 will require that minority interest be included in shareholder equity and separately reported there, that a consolidated entity s net income include and present separately amounts attributable to both the controlling and non-controlling interests, that continuity of equity accounts for both controlling interests and non-controlling interests be presented on a company s statement of changes in equity, and that changes in a parent s ownership of a subsidiary which do not result in deconsolidation be accounted for as transactions in the company s own stock. Deconsolidation will result in gain/loss recognition, with any retained non-controlling interest measured initially at fair value. SFAS 160 will be effective for the Company on January 1, 2009, and applied prospectively, except for the presentation and disclosure requirements which will be applied retrospectively The Company is currently evaluating the impact SFAS 160 will have on its consolidated financial statements. Business Combinations In December 2007, the FASB issued Statement of Financial Accounting Standards No. 141 (revised 2007), Business Combinations ( SFAS 141(R) ) which replaces SFAS No.141, Business Combination. SFAS 141(R) retains the underlying concepts of SFAS 141 in that all business combinations are still required to be accounted for at fair value under the acquisition method of accounting but SFAS 141(R) changed the method of applying the acquisition method in a number of significant aspects. Some of the more significant requirements under SFAS 141(R) include the following; the acquisition date is defined as the date that the acquirer achieves control over the acquiree, any consideration transferred will be measured at fair value as of acquisition date, identifiable assets acquired, and liabilities assumed and any noncontrolling interest in the acquiree will be recorded at their acquisition date fair value, with certain exceptions. FASB 160 SFAS 160SFAS 160 SFAS 160 SFAS 160 FASB 141 SFAS 141 R SFAS 141 SFAS 141R SFAS 141 SFAS 141R SFAS 141 R SFAS 141 R SFAS 141R SFAS 109 SFAS 141R SFAS 141 R SFAS 141 R SFAS 141(R) will be effective on a prospective basis for all business combinations for which the acquisition date is on or after January 1, 2009, except for accounting for valuation allowances on deferred taxes and acquired tax contingencies. SFAS 141(R) amends SFAS 109 such that adjustments made to valuation allowances on deferred taxes and acquired tax contingencies associated with acquisitions that closed prior to the effective date of SFAS 141(R) would be subject to SFAS 141(R). Early adoption is not permitted.

176 174 Notes to the Consolidated Financial Statements Fair value option for financial assets and liabilities In February 2007, the FASB issued Statement of Financial Standards No. 159, The Fair Value Option for Financial Assets and Financial Liabilities ( SFAS 159 ). SFAS 159 s objective is to enable companies to mitigate that earnings volatility which is caused by measuring related assets and liabilities differently, without having to apply complex hedge accounting provisions. SFAS 159 provides the option to use fair value accounting for most financial assets and financial liabilities, with changes in fair value reported in earnings. Selection of the fair value option is irrevocable, and can be applied on a partial basis, i.e. to some but not all similar financial assets or liabilities. SFAS 159 will be effective for the Company beginning January 1, 2008, on a prospective basis. The Company has elected to apply the fair value option to certain availablefor-sale bonds backing certain actuarial liabilities. The actuarial liabilities are marked to market through earnings based on fluctuations in the fair value of the underlying bonds. This fair value election will reduce income volatility. The adoption of SFAS 159 will result in an immaterial adjustment to retained earnings as at January 1, 2008 representing unrealized gains recorded in OCI on the bonds currently classified as available-for-sale. Fair value measurements In September 2006, the FASB issued Statement of Financial Standards No. 157, Fair Value Measurements ( SFAS 157 ), which establishes a framework for measuring fair value in U.S. GAAP, and is applicable to other accounting pronouncements where fair value is considered to be the relevant measurement attribute. SFAS 157 also requires expanded disclosures about fair value measurements. SFAS 157 will be applicable for the Company s financial statements on January 1, The Company is currently evaluating the impact of adopting SFAS 157 on the consolidated financial statements. i) Recent U.S.GAAP Accounting and Reporting Changes Offsetting of amounts related to certain derivative contracts In April 2007, the FASB issued FASB Staff Position FIN39-1 Amendment of FASB Interpretation No. 39 to amend the reporting standards for offsetting amounts related to derivative instruments with the same counterparty. FSP FIN39-1 specifies that an entity that has in the past elected to offset fair value of derivative assets and liabilities may change its policy election. This guidance is effective for the Company s fiscal year beginning January 1, 2008, but the Company early adopted it in the fiscal quarter ended December 31, The Company changed its reporting policy from net to gross balance sheet presentation of offsetting derivative balances with the same counterparty, in order to conform its U.S. GAAP presentation to its Canadian GAAP presentation. This reporting policy change was applied retrospectively, resulting in increase of derivative assets equally offset by increase of derivative liabilities at December 31, 2007 and December 31, 2006 of $741 and $592, respectively. Derivative assets are located in other assets, and derivative liabilities are located in other liabilities, in the Condensed Consolidating Balance Sheets above. FASB 159 SFAS 159SFAS 159 SFAS 159 SFAS 159 SFAS 159 FASB 157 SFAS 157 SFAS 157 SFAS 157 SFAS 157 FASBFASB Staff Position FIN39-1 FASB39 FSP FIN Manulife International Holdings Limited 2007 Review

177 Notes to the Consolidated Financial Statements 175 Accounting for defined benefit retirement plans funded status In September 2006, the FASB issued Statement of Financial Accounting Standards No. 158, Employers Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106 and 123R ( SFAS 158 ). SFAS 158 requires the Company to recognize in its Consolidated Balance Sheets either an asset for a defined benefit postretirement plan s overfunded status or a liability for its underfunded status. Changes in the funded status of a defined benefit postretirement plan are recognized in comprehensive income in the year the changes occur. The guidance was effective for the Company at December 31, As a result of the Company s adoption of SFAS 158 as at December 31, 2006, the Company recorded pre-tax other comprehensive income of $106 million, to recognize the additional funded status of its defined benefit pension and other post-retirement benefit plans not previously recognized. Accounting for leveraged leases In July 2006, the FASB issued FASB Staff Position No. 13-2, Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction. This guidance requires that changes in the projected timing of cash flows relating to income taxes generated by a leveraged lease be considered triggers requiring recalculation of the rate of return and allocation of lease income from the inception of the lease, with gain or loss recognition of any resulting change. Prior to this amendment, only changes to lease assumptions which affected the total amount of estimated net income were considered to be such triggers. The pronouncement was effective for the Company s fiscal year beginning January 1, 2007 and transition to the new standard resulted in a charge to opening retained earnings at January 1, 2007 of $157, net of income taxes of $77. Accounting for uncertainty in income taxes In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes ( FIN 48 ). This guidance prescribes the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. The standard was effective for the Company s fiscal year beginning January 1, 2007 and the adoption did not have a material impact on the consolidated financial statements. FASB R ( SFAS 158) SFAS 158 SFAS FASBFASB Staff Position FASB 48 FIN 48 FIN 48

178 176 Notes to the Consolidated Financial Statements Accounting for certain hybrid financial instruments In February 2006, the FASB issued Statement of Financial Accounting Standards No. 155, Accounting for Certain Hybrid Financial Instruments ( SFAS 155 ). This guidance amends SFAS 133 on derivatives and hedging and SFAS 140 on transfers and servicing of financial assets and extinguishments of liabilities, and resolves issues on the application of SFAS 133 to beneficial interests in securitized financial assets. SFAS 155 removes the requirement to bifurcate certain financial instruments by providing a fair value measurement option for certain hybrid financial instruments containing embedded derivatives. Use of this fair value option requires changes in fair value of the financial instrument be recorded in income. SFAS 155 was effective for all instruments acquired, issued or subject to a re-measurement event occurring on or after January 1, The adoption of SFAS 155 did not have a material impact on the consolidated financial statements. Consolidation accounting for limited partnerships In July 2005, the Emerging Issues Task Force issued EITF No Investor s Accounting for an Investment in a Limited Partnership When the Investor Is the Sole General Partner and the Limited Partners Have Certain Rights ( EITF 04-5 ). EITF 04-5 presumes that the general partner of a partnership (or managing member of a limited liability company) controls the partnership and should consolidate it, unless limited partners have either substantive kickout rights (defined as the ability of a simple majority of those limited partners not related to the general partner to remove the general partner without cause) or have substantive participating rights (defined as the ability to be actively involved in managing the partnership) or the partnership is a VIE, in which case VIE consolidation accounting rules should be followed. As a result of adopting EITF 04-5 on January 1, 2006, the Company consolidated three partnerships. Consolidation of two partnerships into the Company s general fund as at December 31, 2006, resulted in increased invested assets of $149 and increased non-controlling interest in subsidiaries of $149. Consolidation of one partnership into the Company s separate accounts as at December 31, 2006 resulted in increased separate account assets and liabilities of $67 and $67, respectively. Deferred acquisition costs In September 2005, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position 05-1, Accounting by Insurance Enterprises for Deferred Acquisition Costs in Connection With Modifications or Exchanges of Insurance Contracts ( SOP 05-1 ). This guidance changes accounting for deferred acquisition costs of internal replacements of insurance and investment contracts. An internal replacement that is determined to result in a replacement contract that is substantially changed from the replaced contract should be accounted for as an extinguishment of the replaced contract. Unamortized deferred acquisition costs, unearned revenue liabilities, and deferred sales inducement assets from extinguished contracts should no longer be deferred and charged off to expense. This guidance was effective for the Company s fiscal year beginning January 1, 2007, on a prospective basis. Retrospective adoption was not permitted. Adoption of SOP 05-1 resulted in a reduction of previously deferred acquisition costs of $59, offset against retained earnings as at January 1, FASB 155 SFAS 155 SFAS 133SFAS 140 SFAS 133SFAS 155 SFAS 155 SFAS 155 Emerging Issues Task ForceEITF 04-5 EITF 04-5 EITF 04-5 EITF Statement of Position 05-1 SOP 05-1 SOP Note 24 Comparatives Certain comparative amounts have been reclassified to conform with the current year s presentation. Manulife International Holdings Limited 2007 Review

179 For more information on Manulife (International) Limited, its products and services, please contact your insurance advisor or the Corporate Communications Department at: Tel (852) Fax (852) Manulife International Holdings Limited 48/F, Manulife Plaza, The Lee Gardens 33 Hysan Avenue, Causeway Bay, Hong Kong Tel: (852) Fax: (852) Manulife (International) Limited 36/F, Manulife Tower, 169 Electric Road North Point, Hong Kong Tel: (852) Fax: (852) Web site: Manulife Provident Funds Trust Company Limited 36/F, Manulife Tower, 169 Electric Road North Point, Hong Kong Tel: (852) Fax: (852) Manulife Asset Management (Hong Kong) Limited 47/F, Manulife Plaza, The Lee Gardens 33 Hysan Avenue, Causeway Bay, Hong Kong Tel: (852) Fax: (852) All Rights Reserved Printed in Hong Kong on Recycled Papers

180