UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2017

Commission File Number: 1-14942

 

 

MANULIFE FINANCIAL CORPORATION

(Translation of registrant’s name into English)

 

 

200 Bloor Street East,

North Tower 10

Toronto, Ontario, Canada M4W 1E5

(416) 926-3000

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☐            Form 40-F  ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  ☐            No  ☑

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ________.

 

 

 


DOCUMENTS FILED AS PART OF THIS FORM 6-K

The following documents, filed as exhibits to this Form 6-K, are incorporated by reference as part of this Form 6-K:

 

Exhibit

  

Description of Exhibit

99.1    2016 Annual Report
99.2    Notice of Annual Meeting of Shareholders
99.3    Management Information Circular
99.4    Shareholder Proxy Form

SIGNATURES

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

 

MANULIFE FINANCIAL CORPORATION
By:   /s/ James D. Gallagher
Name:   James D. Gallagher
Title:   Executive Vice President and General Counsel

Date: March 17, 2017

 


EXHIBIT INDEX

 

Exhibit

  

Description of Exhibit

99.1    2016 Annual Report
99.2    Notice of Annual Meeting of Shareholders
99.3    Management Information Circular
99.4    Shareholder Proxy Form

Exhibit 99.1

 

LOGO

Manulife Financial Corporation
2016 Annual Report


LOGO

Our Purpose
To help people achieve their dreams and aspirations, by putting customers’ needs first and providing the right advice and solutions.
Contents    4 Chairman of the Board’s Message
8    Chief Executive Officer’s Message
16    Management’s Discussion and Analysis
110    Consolidated Financial Statements
115    Notes to Consolidated Financial Statements
185    Additional Actuarial Disclosures
187    Board of Directors
187    Executive Committee
188    Of ce Listing
189    Glossary of Terms
191    Shareholder Information


LOGO

Total Shareholder
Return Discipline
We rigorously evaluate and
prioritize projects and initiatives
based on a realistic assessment of
the value they can be expected
to deliver for our shareholders.
Donald A. Guloien, Chief Executive Officer, Manulife
Core Earnings
C$ billions    
4.0
3.4
2.6    2.9
2.2    
2012 2013 2014 2015 2016


LOGO

C$1.2 billion    1in 3 & 1in 4
Value of new insurance and    adults in adults in
other wealth business written in 2016    Canada Hong Kong
Year-over-year increase of 22%    rely on us to help them achieve their
dreams and aspirations    
Global Wealth and Asset Management    Net income of
net ows in 2016    
C$15.3 billion    C$ 2.9
billion    
7 consecutive years of    +34%
positive quarterly net ows    over 2015
In 2016, customers received claims, cash    
surrender values, annuity payments and    
other bene ts valued in excess of    
C$ 25.9 billion    
p. 16    
Achieved    
C$ 4 billion    
in core earnings    
four-year target    
set in 2012    
Our diverse    Asia
Individual life insurance
products     Individual living bene ts insurance
and services     Creditor insurance
Group life & health insurance
Mutual funds
Annuities
Investment-linked products
Individual retirement savings plans
Education savings plans
Group retirement savings plans

 

2        Manulife Financial Corporation  |  2016 Annual Report


LOGO

Launched exclusive distribution partnerships with two of the leading banks in Asia:
p. 25
Wealth and
Asset Management
Core EBITDA
C$ millions
20123342013733201498020151,22420161,167
C$977billionAssets under management and administration, a record(as at December 31, 2016)
Asia Core EarningsC$ millions2012963201392120141,00820151,23420161,495
Promoting better customer health
in Canada*and the U.S.in Hong Kong, China* and the Philippines** Launched    in 2016
Canada
Individual life insurance
Individual living benefits
insurance
Creditor insurance
Travel insurance
Group life, health
& disability insurance
Mutual funds
Annuities
Private wealth management
Group retirement savings plans
Mortgages & investment loans
High interest savings accounts
& Guaranteed Investment
Certificates
United States
Individual life insurance
Exchange traded funds
Mutual funds
Education savings plans
Group retirement savings plans
Annuities
Long-term care insurance
Investment Capabilities
Public & private bonds
Public & private equities
Commercial mortgages
Real estate
Oil & gas
Power & infrastructure
Renewable energy
Timberland & farmland
Asset allocation solutions

 

    Manulife Financial Corporation  |  2016 Annual Report        3


 

         CHAIRMAN OF THE BOARD’S MESSAGE      LOGO  

 

To my fellow Shareholders,

 

If I were to put a title on this letter, it would perhaps read “Navigating Rocky Roads and Rough Seas,” as it was in many ways a wildly unpredictable year full of boulders and big waves.

 

At the start of 2016, the impact of oil markets was still a significant negative. Concerns that a China slowdown would ripple through Asia also persisted through part of the year. Then Brexit became a very real worry, dragging on a number of European economies already strained by the refugee crisis. Meanwhile, economic headwinds were blowing even harder: capital markets were volatile, equity markets stalled and – worse yet for Manulife – interest rates declined even further, continuing to test our hedging strategies. Then, in November, all of those concerns were superseded by the outcome of the U.S. election.

 

With all of this turbulence and gloom of 2016 now behind us, you can understand how elated I am to write the words: $4 billion of core earnings, a strong capital position, Total Shareholder Return of nearly 20% and an 11% increase in our dividend. Yes, there were disappointments this year as well. For example, net income, while improved over last year, was still below target. However, I believe that in hindsight, 2016 will

  

be viewed as strong and notable: in addition to achieving the four-year core earnings target we set back in 2012, we proved that our strategy of growing in Asia and our continued investment in our global Wealth and Asset Management platform were well conceived.

 

It was a good year to test management resolve and flexibility, and to see us persevere and execute under the stress of negative influences which were sometimes difficult to predict. While U.S. and Canadian Divisions remained steady and committed to their plan, Asia Division and global Wealth and Asset Management demonstrated strong growth. I refer you to the letter from Donald Guloien, Manulife’s CEO, for a detailed account of the many important initiatives, the financial success realized and the progress made during the past year. The Board is strongly supportive of Manulife’s customer-centric strategy, and its focus on Total Shareholder Return as a key filter for strategic decision-making.

 

4        Manulife Financial Corporation  |  2016 Annual Report


LOGO

 

I am pleased to report that your Board of Directors has been actively engaged and meeting the challenges and obligations of providing best-in-class governance. Fifteen diversely experienced Directors, nine Board meetings, 24 committee meetings, 16 education sessions, thousands of pages, hundreds of hours and nearly perfect attendance and participation. We tied for second place in The Globe and Mail’s annual corporate governance rankings and were winners of the Best Engagement by a Governance Team award at the Governance Professionals of Canada’s Excellence in Governance Awards. Our annual objectives were comprehensive and ambitious, starting with “Say on Pay.”

 

After shareholder support for our approach to executive compensation declined from 91% in 2015 to 77% in 2016, I pledged at the annual meeting to review our program and take action to meet shareholder expectations. John Cassaday, a Director and Chair of our Management Resources and Compensation

 

  

Committee, and I met individually with 25 shareholders representing nearly 50% of our institutional shareholder base to listen to their advice and suggestions for program improvements. We also consulted with proxy advisory firms. Subsequent months of meetings with management, along with the active participation and support of the CEO, resulted in seven significant changes which are listed and detailed in our Management Information Circular.

 

I would like to thank all of those who participated, especially Donald Guloien, who voluntarily accepted a reduction in his compensation to reflect support for the changes. Our CEO continues to set the tone at the top, with a commitment to integrity, ethics and a clear sense of purpose. Donald is a champion of building long-term shareholder value, and is passionate about the success of the Company.

 

Manulife Richard B. DeWolfe Chairman of the Board

 

    Manulife Financial Corporation  |  2016 Annual Report        5


CHAIRMAN OF THE BOARD’S MESSAGE

 

 

LOGO

 

Given the significant uncertainty we experienced throughout much of 2016, your Board’s objectives were focused to a great extent on issues of risk and risk management. The Company has been subjected to increased uncertainty brought on not only by the aforementioned economic headwinds, but also by new accounting rules, changing capital standards and highly active global regulatory regimes. In addition, cybersecurity remains an evergreen priority and a challenge for all financial institutions.

 

Manulife has built a robust risk management framework, staffed by seasoned, experienced professionals who provide an independent assessment of all Company activities. Oversight is effectively cascaded from executive management to business unit managers globally, and we monitor and assess quantitative and qualitative risk using comprehensive analytics with the Board’s Risk Committee oversight. Our risks are fully

    

described in our annual MD&A as part of the annual report, and updated quarterly.

 

Mindful of our risk and audit responsibilities, there is no better and more practical oversight than meeting face-to-face, and in 2016 the Board continued its practice of conducting global on-site visits across the Company. During the year, we deployed individual Directors and Director teams to engage, listen, inspect and verify. Internationally, these visits were to Hong Kong, mainland China, Japan, Cambodia, Singapore, Indonesia and the U.S. In addition to our local learnings, these visits gave us insight into the effectiveness of corporate functions, external vendors and providers, and the quality of the internal and external audit services which we rely upon.

 

We recognize that having a culture which values diversity, inclusiveness, fairness and equal opportunity is essential to achieving our goal of customer-centric transformation. In that regard, the Board has been enhanced by the addition of Pamela Kimmet, a highly regarded human resources professional who has direct experience in financial services, investments, and health and wellness. She is serving on both the Management Resources and Compensation Committee and the Risk Committee.

 

One of our many Board objectives last year was a review of overall management succession, which focused on both our selection process and our ongoing program for leadership development. The Board has an active interest in developing Manulife’s leaders to their full potential, providing cross-training, international

 

58% cumulative increase in our quarterly dividend over the past three years (as of February 2017)

 

6        Manulife Financial Corporation  |  2016 Annual Report


 

experience and stretch assignments, and ensuring paths to succession for the Executive Committee. All Directors participated in one or more phases of the year-long review to determine the quality, strength and potential of senior management. The Board is satisfied that we can meet our obligation of assuring the continuity of qualified leadership candidates for the foreseeable future.

 

While we welcomed Pamela in 2016, we were deeply saddened by the sudden passing of our friend, confidant and General Counsel, Stephen Sigurdson, and the loss of the former President, CEO, Chairman and mentor, Syd Jackson.

 

I am thankful for and honoured by the support I have received from shareholders and from my Board colleagues who continue to inspire me with their dedication and hard work. And as always, I feel a great sense of pride to be associated with the thousands of employees who are the heart and soul of Manulife/John Hancock and who generously share their time, talent and money in the communities which we serve.

 

I list here just a few of the examples of the causes to which they have responded. We’re excited to be part of the ParticipACTION 150 Playlist, an initiative aimed at getting Canadians moving for Canada’s 150th anniversary. In the U.S., we proudly support UNICEF Kid Power, an innovative program that motivates local school children to get active by linking movement

  

to the delivery of life-saving food packets to severely malnourished children overseas. In Asia, we’re pleased to be in our third year of sponsoring the Angkor Wat International Half Marathon, with this year’s charitable proceeds earmarked for heart health.

 

As I write this letter, there are reasons to be optimistic: stronger equity markets, rising oil prices, rising interest rates, a better possibility of economic growth in the U.S. and Europe, and a more stable outlook in China, all of which would be an advantage for our Company.

 

However, I am skeptical. Indeed, it seems to me that our work on your behalf should be even more cautious and vigilant as we pursue greater success at Manulife and John Hancock, committed to putting the customer at the centre of everything we do, promoting wellness and providing more financial certainty in this still-uncertain world.

 

Thank you for your ongoing support and trust in Manulife.

 

LOGO

 

Richard B. DeWolfe

Chairman of the Board

 

    Manulife Financial Corporation  |  2016 Annual Report        7


         CHIEF EXECUTIVE OFFICER’S MESSAGE      LOGO  

 

  

Dear Shareholders,

 

This was a year of substantial progress for Manulife, as we executed on our strategic plan, renewed our commitment to putting our customers at the centre of everything we do, and delivered strong operating results.

  

        

 

 

Relative to last year, net income rose 34% and core earnings rose 17%, and we delivered $4 billion in 2016 core earnings, achieving a four-year target we set back in 2012.

 

Our insurance sales rose 11% globally, and set a record in Asia. We also had record gross flows in our global Wealth and Asset Management business. Asia and global Wealth and Asset Management are businesses of great focus for us, delivering both our strongest growth and highest returns.

 

We delivered a Total Shareholder Return of 19.9% in 2016. Subsequent to year-end, we also raised our dividend by 11%, marking our third consecutive year of increases, and a cumulative increase of 58% during this period. Thanks to the ongoing trust of our customers, we now manage and administer a record $977 billion in assets. Our capital position remains strong, finishing the year with a capital ratio of 230%. We also globally diversified our funding sources and expanded our investor base throughout the year.

 

Managing expenses remained a priority for our Company, and we continued to generate substantial savings through our Efficiency and Effectiveness initiative. The annual net pre-tax savings from the four-year program of this initiative reached $500 million in 2016, exceeding our target of $400 million. We have

    

embraced the ongoing need to operate more efficiently and effectively as a way of life, and continue to look for new ways to save money every day. As in prior years, we will utilize a portion of these savings to help fund long-term strategic priorities.

 

IMPROVING OUR PERFORMANCE

 

There is much to be proud of when looking back at 2016; however, we had set even more ambitious goals for ourselves. Our objective for core earnings was somewhat higher, and our goal for net income was considerably higher. Many organizations suffered overall net withdrawals in their asset management businesses and we did not, which was a considerable achievement; nonetheless, both the income and net flows in our Wealth and Asset Management business were lower than expected.

 

These shortfalls are reflected in the executive compensation for my team and me. And as our Chairman, Dick DeWolfe, notes in his message, we have also listened to our shareholders and made a number of changes to ensure that our compensation practices address the will of investors. I believe passionately that executive compensation should be totally aligned to long-term shareholder value creation, and while it is

  

        

 

 

 

 

8        Manulife Financial Corporation  |  2016 Annual Report


LOGO

 

            

            

rare for CEOs to speak positively about anything which will reduce their compensation, in this case it makes perfect sense. I want you to know that Manulife’s management team and I are committed to improving our performance further, and sharpening our focus on shareholder return.

A DUAL-LENS APPROACH

TO OUR BUSINESS DECISIONS

There are two lenses which we are applying to our strategic decisions: one is our Corporate Purpose; the other is Total Shareholder Return. I would like to provide you with some context around these two concepts.

This year, we formally articulated our Corporate Purpose: to help people achieve their dreams and aspirations, by putting customers’ needs first and providing the right advice and solutions. We see our Purpose as much more than a tag line. Instead, it is a concise statement of what we are undertaking to do for our customers in order to earn a return for our shareholders. If we continue

to develop new, innovative products and services – delivered with a great customer experience – to differentiate us in the eyes of our customers, and are disciplined in our execution, we are confident this will drive shareholder value.

The other, equally important lens is rigorous discipline around Total Shareholder Return. Simply put, we rigorously evaluate and prioritize projects and initiatives based on a realistic assessment of the value they can be expected to deliver for our shareholders.

We are also focused on maintaining a balance between delivering strong short-term results and investing for the long term. There’s no question we have to do both. However, we have to get the pacing right: if we only think long-term and deliver poor short-term results, we know we will lose the right to invest. On the other hand, if we do not move fast enough, our industry can be disrupted and shaped by new participants, and longer-term shareholder value will suffer. We are committed to getting this balance right.

 

 

“Thank you, Manulife, for helping me realize my dream – a vacation to Iceland to see a real iceberg and celebrate the completion of my master’s degree.”

Donald A. Guloien President and Chief Executive Officer

 

 

    Manulife Financial Corporation   |   2016 Annual Report        9


  CHIEF EXECUTIVE OFFICER’S MESSAGE

 

LOGO

 

  DELIVERING FOR OUR CUSTOMERS

 

During the year, we paid to our customers about $26 billion in claims, cash surrender values, annuity payments and other benefits. However, there were also numerous non-financial objectives delivered in 2016, thanks to the dedication and efforts of our Company’s 35,000 employees and 70,000 agents who serve more than 22 million customers around the world.

 

We launched tools, products, services and partnerships to deliver on our Purpose, and to dramatically re-engineer our business and improve the customer experience. Our commitment to our customers’ health and wealth was once again in prominent focus throughout the year.

 

In Canada, we launched Manulife Vitality, offering our customers wearable devices to help them live healthier lives and save money through their life insurance program. We are using advanced, predictive analytics to simplify insurance underwriting and eliminate unnecessary medical testing, and became

  

the first insurer to accept life insurance applications from Canadians living with human immunodeficiency virus. After a successful pilot, we launched Retirement Redefined, a new holistic retirement planning platform that helps Canadians plan for life after retirement. We have also streamlined and simplified our travel insurance product offering.

 

In the U.S., John Hancock launched the first phase of our digital life insurance buying platform and made our first foray into digital advice. We also expanded our Vitality offering with HealthyFood, a leading program which provides discounts on healthy food purchases and further rewards customers for those purchases through savings on insurance premiums. We also continued to build our momentum in the Exchange Traded Funds market by adding six new funds to our lineup.

 

In Asia, we expanded our innovative ManulifeMOVE program to the Philippines and mainland China, building on the success we’ve seen in Hong Kong and Macau. In Indonesia, we launched klikMAMI, the first fully self-serve online mutual fund transaction platform in the market. Manulife Japan introduced a new service to enable immediate payment of premiums using text messages. In mainland China, we are using the WeChat messaging platform to process claims, reducing processing time from more than one week to as little as one day.

 

Around the world, our businesses are learning from each other, applying innovation and best practices gleaned from other parts of the organization, where they make sense.

 

“My Manulife account lets me spend more time with the most important people in my life – my family. I can pursue my career part-time and enjoy every moment with my kids.”

People love working here Best Places to Work 2016 glassdoor glassdoor 2017 BEST PLACES to work Employee’s Choice

 

10        Manulife Financial Corporation  |  2016 Annual Report


    

    

“My agent is knowledgeable, patient and professional. She makes me feel very secure about my decisions.”

 

OUR GLOBAL GROWTH DRIVERS

 

We continue to see significant opportunities inside our rapidly growing Asia and global Wealth and Asset Management businesses.

 

In Asia, new business value is growing at a rapid rate, helped by the exclusive partnerships we have signed with other financial institutions. For example, the successful execution of our regional partnership with DBS has diversified our geographical footprint and channel mix in Asia, and exposes us to millions of new potential customers. This partnership has also achieved the No. 1 market share position in bancassurance in Singapore.

 

Our global Wealth and Asset Management businesses are strongly positioned with sizeable and growing franchises. In addition to growth from a number of acquisitions completed in past years, we are achieving strong organic growth in our retail, retirement and institutional platforms.

 

We recognize the need to continue enhancing scale and capabilities in mutual funds, U.S. retirement, institutional multi-asset solutions, and passive investments, and are continuing to put resources and capital into these areas. Importantly, we laid the groundwork for engaging with our retirement clients on digital advice, invested in third-party bank distribution agreements in Asia to the benefit of our mutual fund businesses, and invested in our institutional infrastructure. Wealth and Asset Management assets under management and administration increased 8% from 2015, to $544 billion.

 

We expanded Manulife Asset Management’s presence in Europe during the year, moving into new London offices and adding key distribution leads for the U.K. and Ireland, Europe, the Middle East, and Latin America. In addition, we expanded our capabilities in multi-asset solutions and liquid alternatives with some key new hires.

 

In Asia, we launched the first U.S. Real Estate Investment Trust in Singapore, bringing our expertise, developed through more than 70 years of real estate management, to the market. We

  

also finished the year with 112 four- or five-star Morningstar rated funds, an increase of 17 funds from last year.

 

THE VALUE OF OUR PARTNERSHIPS AND ACQUISITIONS

 

The strategic partnerships and acquisitions we have announced in recent years are continuing to contribute to the long-term growth of our businesses around the world.

 

In Asia, in addition to the DBS partnership, we strengthened our leading Mandatory Provident Fund market position with the launch of our distribution partnership with Standard Chartered Bank in Hong Kong, and the completion of the related acquisition. As at year end, we were the top Mandatory Provident Fund scheme sponsor in terms of both assets under management and net cash flows.

 

In the U.S., we have successfully completed the integration of our acquisition of New York Life’s retirement plan business. This transaction allows us to offer retirement plan solutions across a wide range of businesses, from small start-ups through to large corporations and unions. In 2016, John Hancock’s retirement business wrote a record number of proposals and closed a record number of plans for our U.S. division.

 

In Canada, our acquisition of Standard Life’s Canadian operations was a key contributor to growing our wealth and asset management business. We grew our overall pension market share to No. 2, strengthened our retail mutual fund market share to No. 4 by net flows, and broadened our institutional Manulife Asset Management offering through portfolio management expertise and liability-driven investing solutions. The acquisition added 1.4 million customers to our base and strengthened our Quebec franchise through the addition of a strong talent pool and the investment in a premier real estate asset of Maison Manuvie in Montreal, which will serve as our new headquarters in the Quebec market.

 

    Manulife Financial Corporation   |   2016 Annual Report        11


CHIEF EXECUTIVE OFFICER’S MESSAGE

 

 INNOVATION AND A FOCUS ON TECHNOLOGY

 

We believe that our ongoing ability to innovate and reinvent our business is closely tied to our future success. Technology continues to reshape how we interact with the world around us, from ordering coffee and hailing a cab to making reservations and, yes, even how we handle our finances. It is therefore not surprising that many of our investments continue to be driven by technology. We partnered with a number of FinTech startups in 2016, and will remain open to further partnerships in the future.

 

We launched our latest innovation hub location in Singapore, bringing the total to four globally, with hubs already in place in Boston, Toronto and Kitchener-Waterloo. These labs are tasked with exploring new markets and developing truly innovative and disruptive solutions for the benefit of our customers. This includes experimenting with blockchain technology to develop ways to simplify and enhance the onboarding process for customers. We are making early forays into artificial intelligence and virtual reality to see how these technologies can be used to develop the next generation of great customer experiences.

 

 PEOPLE

 

Attracting, developing and retaining the best talent also remains a priority area for Manulife, because we recognize that engaged employees contribute greatly to our ability to deliver a great customer experience. We are investing in training and in making Manulife a more flexible, diverse

  

and inclusive place to work. We are also making key hires in areas including analytics, technology and marketing, which we believe will be critical to innovating our business over the long term.

 

Our efforts in strengthening the employee experience continue to garner external recognition. For the second year in a row, we were recognized by the Glassdoor Employees’ Choice Awards as one of the Best Places to Work in Canada. The Glassdoor Awards are based on voluntary and anonymous feedback from employees, and I’m pleased that Manulife’s current and former employees took the time to provide their insights and feedback about what it’s like to work at our Company.

 

Manulife and John Hancock were both recognized by Forbes as being among Canada’s Best Employers and America’s Best Employers, respectively. Forbes ranked Manulife 29th out of 250 in the Canadian survey and John Hancock 172nd out of 500 in the American survey. We were also once again named one of Canada’s Top Employers for Young People.

 

John Hancock received a perfect score on the 2017 Corporate Equality Index, a national benchmarking survey and report on corporate policies and practices related to LGBT workplace equality administered by the Human Rights Campaign.

 

One of the most significant responsibilities of a CEO is to build a high-performing team for the present and a strong bench of succession candidates for the future, and I’m pleased to say we’ve been able to achieve that at Manulife, both for my job and for those of our senior team. One of the best measures of success is the quality of people we leave to succeed us, and I’m proud of the high calibre of talent leading Manulife.

  “My recent cancer diagnosis showed me the importance of

     protection and early preparation. Manulife is a company I will

     recommend.”

 

12       Manulife Financial Corporation  |  2016 Annual Report


“Manulife not only protects my financial future, but also rewards me for healthy living.”

 

TRUST

As always, earning the trust of our customers, shareholders and other stakeholders is critical to Manulife’s ongoing success. We recognize that trust isn’t something which is given easily, or which flows from a single interaction. Rather, like reputation, it is the sum of months and years of exchanges and interactions. It’s reflected in what we stand for, in the value we add to society, and in the brand we present to the outside world. Importantly, it is bred in the culture we articulate and the values we choose to live every day. Nowhere is trust more important than in the insurance and wealth management businesses, where we make promises to our customers every day – promises they trust us to keep for years into the future.

While the purpose of earning trust is not to bask in awards, I am honoured every time we earn an accolade highlighting our trustworthiness. In 2016, Manulife Hong Kong was named once again a Trusted Brand by Reader’s Digest, winning the award for the 13th consecutive year in the Insurance Company category, and for the fifth time in the Mandatory Provident Fund category.

THANK YOU

In closing, I would like to thank Dick DeWolfe and our Board of Directors for the guidance, support and counsel which they have provided me and the rest of Manulife’s management team.

Our employees, agents and other distribution partners around the world are the engine which drives our success, and without their commitment to the Company, our many achievements in 2016 would simply not have been possible. I would like to thank everyone for their numerous contributions and the passion they show every day.

Sadly, two outstanding people who helped make Manulife the success it is today passed away during the year.

Syd Jackson, our former Chairman and CEO, passed away in April. His many contributions to Manulife included international expansion, adoption of sophisticated information technology and championing of all aspects of diversity. He will be remembered for his perfect moral compass and his personal integrity.

Stephen Sigurdson, who served as Manulife’s General Counsel, passed away in November. He was a remarkable individual, with great strength of character and sense of humour. Steve became Manulife’s General Counsel in 2014, and was instrumental during our successful acquisition of Standard Life’s Canadian operations and our expansion in Japan, among many other important initiatives.

I had the pleasure and honour of calling both Syd and Steve my friends, and, like many others at Manulife, I miss them every day.

Finally, I would like to thank you, my fellow shareholders, for your ongoing trust in Manulife, its strategy and its people. As we look ahead, we are moving forward with solid momentum and I am confident we have what it takes to deliver exceptional experiences for our customers and sustainable, long-term growth for our shareholders.

 

 

LOGO

Donald A. Guloien

President and

Chief Executive Officer

 

 

    Manulife Financial Corporation   |   2016 Annual Report        13


 

CAUTION REGARDING

FORWARD-LOOKING STATEMENTS

 

 

  

 

 

 

This document contains forward-looking statements within the “safe harbour” provisions of Canadian provincial securities laws and the U.S. Private Securities Litigation Reform Act of 1995. The forward-looking statements in this document include, but are not limited to, statements with respect to core ROE expansion over the medium term and the drivers of such expansion, the contribution of recent major acquisitions and partnerships to annual core earnings over the medium term, the anticipated benefits and costs of the acquisition of Standard Life, the reasonableness of Manulife’s long-term through-the-cycle investment-related experience estimate, and Manulife’s expected capital position under the new LICAT guideline and also relate to, among other things, our objectives, goals, strategies, intentions, plans, beliefs, expectations and estimates, and can generally be identified by the use of words such as “may”, “will”, “could”, “should”, “would”, “likely”, “suspect”, “outlook”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “forecast”, “objective”, “seek”, “aim”, “continue”, “goal”, “restore”, “embark” and “endeavour” (or the negative thereof) and words and expressions of similar import, and include statements concerning possible or assumed future results. Although we believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements and they should not be interpreted as confirming market or analysts’ expectations in any way. Certain material factors or assumptions are applied in making forward-looking statements and actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from expectations include but are not limited to: general business and economic conditions (including but not limited to the performance, volatility and correlation of equity markets, interest rates, credit and swap spreads, currency rates, investment losses and defaults, market liquidity and creditworthiness of guarantors, reinsurers and counterparties); changes in laws and regulations; changes in accounting standards applicable in any of the territories in which we operate; changes in regulatory capital requirements; our ability to execute strategic plans and changes to strategic plans; downgrades in our financial strength or credit ratings; our ability to maintain our reputation; impairments of goodwill or intangible assets or the establishment of provisions against future tax assets; the accuracy of estimates relating to morbidity, mortality and policyholder behaviour; the accuracy of other estimates used in applying accounting policies, actuarial methods and embedded value methods; our ability to implement effective hedging strategies and unforeseen consequences arising from such strategies; our ability to source appropriate assets to back our long-dated liabilities; level of competition and consolidation; our ability to market and

distribute products through current and future distribution channels, including through our collaboration arrangements with Standard Life plc, bancassurance partnership with DBS Bank Ltd and distribution agreement with Standard Chartered; unforeseen liabilities or asset impairments arising from acquisitions and dispositions of businesses, including with respect to the acquisitions of Standard Life, New York Life’s Retirement Plan Services business and Standard Chartered’s MPF and Occupational Retirement Schemes Ordinance (“ORSO”) businesses; the realization of losses arising from the sale of investments classified as available-for-sale; our liquidity, including the availability of financing to satisfy existing financial liabilities on expected maturity dates when required; obligations to pledge additional collateral; the availability of letters of credit to provide capital management flexibility; accuracy of information received from counterparties and the ability of counterparties to meet their obligations; the availability, affordability and adequacy of reinsurance; legal and regulatory proceedings, including tax audits, tax litigation or similar proceedings; our ability to adapt products and services to the changing market; our ability to attract and retain key executives, employees and agents; the appropriate use and interpretation of complex models or deficiencies in models used; political, legal, operational and other risks associated with our non-North American operations; acquisitions and our ability to complete acquisitions including the availability of equity and debt financing for this purpose; the failure to realize some or all of the expected benefits of the acquisitions of Standard Life, New York Life’s Retirement Plan Services business and Standard Chartered’s MPF and ORSO businesses; the disruption of or changes to key elements of the Company’s or public infrastructure systems; environmental concerns; our ability to protect our intellectual property and exposure to claims of infringement; and our inability to withdraw cash from subsidiaries. Additional information about material risk factors that could cause actual results to differ materially from expectations and about material factors or assumptions applied in making forward-looking statements may be found in this document under “Risk Management”, “Risk Factors” and “Critical Accounting and Actuarial Policies” in the Management’s Discussion and Analysis and in the “Risk Management” note to the consolidated financial statements as well as elsewhere in our filings with Canadian and U.S. securities regulators. The forward-looking statements in this document are, unless otherwise indicated, stated as of the date hereof and are presented for the purpose of assisting investors and others in understanding our financial position and results of operations, our future operations, as well as our objectives and strategic priorities, and may not be appropriate for other purposes. We do not undertake to update any forward-looking statements, except as required by law.

 

 

 

Manulife Financial Corporation  |  2016 Annual Report  |   Caution Regarding Forward-Looking Statements


       

                                     

 

 

   

 

 

2016

 

Manulife Financial Corporation

 

Annual Report

 

 

 

   

 

 

  16

  

 

Management’s Discussion and Analysis

  
   16    Overview   
   18    Financial Performance   
   26    Performance by Division   
   51    Risk Management   
   68    Capital Management Framework   
   71    Critical Accounting and Actuarial Policies   
   83    Risk Factors   
   99    Controls and Procedures   
   100    Performance and Non-GAAP Measures   
   104      Additional Disclosures   
  110    Consolidated Financial Statements   
  115    Notes to Consolidated Financial Statements   
  185    Additional Actuarial Disclosures   
  187    Board of Directors   
  187    Executive Committee   
  188    Office Listing   
  189    Glossary of Terms   
  191  

 

   Shareholder Information

 

  

 

Table of Contents   |  Manulife Financial Corporation  |  2016 Annual Report        15


M anagement’s Discussion and Analysis

This Management’s Discussion and Analysis (“MD&A”) is current as of February 9, 2017.

Overview

Manulife Financial Corporation is a leading international financial services group that helps people achieve their dreams and aspirations by putting customers’ needs first and providing the right advice and solutions. We operate as John Hancock in the United States and Manulife elsewhere. We provide financial advice, insurance, as well as wealth and asset management solutions for individuals, groups and institutions. At the end of 2016, we had approximately 35,000 employees, 70,000 agents, and thousands of distribution partners, serving more than 22 million customers. At the end of 2016, we had $977 billion (US$728 billion) in assets under management and administration, and in the previous 12 months we made almost $26 billion in payments to our customers. Our principal operations are in Asia, Canada and the United States where we have served customers for more than 100 years. With our global headquarters in Toronto, Canada, we trade as ‘MFC’ on the Toronto, New York, and the Philippine stock exchanges and under ‘945’ in Hong Kong.

In this document, the terms “Company”, “Manulife”, “we” and “our” mean Manulife Financial Corporation (“MFC”) and its subsidiaries. The term “MLI” means The Manufacturers Life Insurance Company and its subsidiaries.

Manulife’s net income attributed to shareholders was $2.9 billion in 2016 compared with $2.2 billion in 2015. Net income attributed to shareholders is comprised of core earnings 1 (consisting of items we believe reflect the underlying earnings capacity of the business), which amounted to $4.0 billion in 2016 compared with $3.4 billion in 2015, and items excluded from core earnings of $1.1 billion of charges in 2016 compared with $1.2 billion of charges in 2015.

While the overall impact of higher interest rates is highly positive over the long term for our Company, net income attributed to shareholders was negatively impacted by market movements in the fourth quarter of 2016. For the full year, net income attributed to shareholders was $2.9 billion, an increase of 34% over the prior year. The increase in net income attributed to shareholders reflected growth in core earnings, and a turnaround in investment-related experience partially offset by an increase in charges related to the direct impact of markets.

Fully diluted earnings per common share was $1.41 in 2016, compared with $1.05 in 2015 and return on common shareholders’ equity (“ROE”) was 7.3% in 2016, compared with 5.8% for 2015. Fully diluted core earnings per common share 1 was $1.96 in 2016 compared with $1.68 in 2015 and core return on shareholders’ equity (“core ROE”) 1 was 10.1% in 2016 compared with 9.2% in 2015.

Manulife achieved particularly strong operating results in 2016, ending the year with $4.0 billion in core earnings, an increase of 17% over the prior year; and achieving the target we set back in 2012. The increase in core earnings was driven by core investment gains of $197 million (compared with nil in 2015), strong new business and in-force growth in Asia, and the release of tax and related provisions in the U.S. and Corporate and Other segments as a result of the closure of multiple tax years in the U.S., partially offset by higher equity hedging costs and higher interest expense due to recent debt issuances. The strengthening of the U.S. dollar and the Japanese Yen compared with the Canadian dollar also contributed $149 million to the increase in core earnings. Core earnings in 2016 included net policyholder experience charges of $162 million post-tax ($276 million pre-tax) compared with charges of $205 million post-tax ($362 million pre-tax) in 2015.

Core earnings excludes the direct impact of changes in equity markets and interest rates and changes in actuarial methods and assumptions as well as a number of other items that are considered material and that we do not believe reflect the underlying earnings capacity of the business. Items excluded from core earnings are:

 

For the years ended December 31,

($ millions)

   2016      2015     2014  

Investment-related experience outside of core earnings (1)

   $      $ (530)     $ 359  

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (2)

     (484      (93)       412  

Changes in actuarial methods and assumptions (3)

     (453      (451)       (198

Integration and acquisition costs (4)

     (81      (149)        

Other items (5)

     (74      (14     40  

Total

   $   (1,092    $   (1,237   $   613  

 

(1)  

In 2016, we generated investment-related experience gains of $197 million which were included in core earnings in accordance with our definition of core earnings. The gains were driven by the favourable impact of fixed income reinvestment activities on the measurement of our policy liabilities and credit experience. While we reported lower returns on our alternative long-duration portfolio than expected in the valuation of our policy liabilities, we reported gains in the second half of the year that partially offset the charges reported in the first half of the year. The $530 million charge reported in 2015 included a charge of $876 million due to the sharp decline in oil and gas prices partially offset by a $346 million gain related to higher than expected returns on other asset classes as well as fixed income reinvestment activities. In accordance with our definition of core earnings, we included $197 million of investment-related experience gains in core earnings in 2016 and nil in 2015. (See “Performance and Non-GAAP Measures” below.)

(2)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions, as well as experience gains and losses on derivatives associated with our macro equity hedges. We also include gains and losses on the sale of available-for-sale (“AFS”) debt securities as management may have the ability to partially offset the direct impacts of changes in interest rates reported in the liability segments. Additional information related to the $484 million charge in 2016 is included in the “Analysis of Net Income” and the “Fourth Quarter Financial Highlights” below.

(3)  

As noted in the Critical Accounting and Actuarial Policies section below, a comprehensive review of actuarial methods and assumptions is performed annually. In 2016 we strengthened our reserves to update morbidity, mortality, lapse, future premium and tax cash flow assumptions on our LongTerm Care business and to proactively reduce our ultimate reinvestment rate assumptions ahead of an expected update by the Actuarial Standards Board in 2017, partially offset by reserve releases related to other updates including policyholder experience assumptions in our U.S. Variable Annuity business.

 

1   This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

 

16          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


(4)  

The 2016 charge of $81 million included costs to integrate businesses acquired from Standard Life plc, NYL and Standard Chartered. The 2015 charge of $149 million included integration and acquisition costs of $99 million for the Standard Life transaction and $50 million for the NYL RPS acquisition and closed block reinsurance transaction (“Closed Block”).

(5)  

The 2016 charge of $74 million primarily relates to restructuring and impairment charges related to the discontinuance of new sales of our stand-alone individual long-term care product in the U.S., restructuring costs related to our Indonesia operations and the closure of our technology shared service centre in Malaysia. These items were partially offset by a gain with respect to one of the Company’s pension plans. In addition, a gain related to the release of tax-related contingencies was largely offset by an update to tax timing assumptions related to the valuation of policy liabilities was included. The 2015 charge of $14 million relates to the settlement cost from the buy-out of the U.K. pension plan and the recapture of a reinsurance treaty in Canada mostly offset by tax rate changes in Canada and Japan.

Insurance sales 1 were $4.0 billion in 2016, an increase of 11% 2 compared with 2015. In 2016, we achieved record Asia insurance sales, which increased 27% compared with 2015, driven by broad-based sales growth across the region and strong sales through the bank channel, including the successful launch of our partnership with DBS Bank Ltd. (“DBS”). Canadian insurance sales declined 16% as 2015 included two exceptionally large group benefits sales. U.S. insurance sales declined 6% as a result of an industry trend to guaranteed products which we have intentionally de-emphasized.

Wealth and Asset Management (“WAM”) net flows 1 were $15.3 billion in 2016, compared with $34.4 billion in 2015. 2016 marked the 7th year of consecutive positive quarterly net flows in our WAM businesses. The continued positive net flows in 2016 were driven by strong inflows in our institutional advisory business, and mutual funds businesses in Asia and Canada. This was partially offset by outflows in our North American pension and U.S. mutual fund businesses. U.S. mutual fund outflows were impacted by a challenging sales environment and the underperformance of a few key funds earlier in the year. Net flows were $19.1 billion lower than in 2015, driven by outflows in U.S. mutual funds compared with strong prior year inflows and lower institutional sales.

WAM gross flows 1 were $120.5 billion in 2016, an increase of 3% compared with 2015. Gross flows in the U.S increased 5% to record levels, due to strong mid-market pension sales reflecting a full year of sales from the acquired New York Life business, partially offset by lower mutual fund sales. Gross flows in Canada increased 3%, driven by continued strong growth in mutual fund sales, partially offset by lower sales in the large case pension segment compared to our record year in 2015. In Asia, gross flows increased 26% driven by mutual fund sales, including money market, and new fund launches in mainland China. These were partially offset by lower institutional gross flows.

Other Wealth sales 1 were $8.2 billion in 2016, an increase of 3% compared with 2015. In 2016, Other Wealth sales in Asia increased 14%, driven by new product launches and increased sales in the bank channel, which more than offset an 11% decline in Canada due to changes to our higher risk segregated fund products earlier this year. 3

Assets under management and administration 1 (“AUMA”) were $977 billion as at December 31, 2016, an increase of 6% compared with December 31, 2015, driven by investment returns and continued positive customer inflows. Wealth and Asset Management AUMA increased 8% from December 31, 2015 to $544 billion, driven by similar reasons.

The Minimum Continuing Capital and Surplus Requirements (“MCCSR”) ratio for The Manufacturers Life Insurance Company (“MLI”) was 230% as at December 31, 2016, compared with 223% at the end of 2015. The increase in the MCCSR ratio is primarily due to net capital issuances and net income, partially offset by an increase in required capital and the funding of MFC shareholder dividends.

MFC’s financial leverage ratio was 29.5% at December 31, 2016 compared with 23.8% at the end of 2015. The increase is primarily related to net funding issuances in 2016 of $4.3 billion which addressed higher regulatory capital requirements through issuances in several markets as we execute on our global funding diversification strategy.

The operating divisions delivered $1.8 billion in remittances 4 to the Group in 2016, compared with $2.2 billion in 2015. Robust remittances from our Canadian and U.S. subsidiaries were offset by net injections in Asian entities, as capital was needed largely to address the impact of lower interest rates on local capital requirements.

Strategic Direction

Our strategy is aligned with our Corporate Purpose – to help people achieve their dreams and aspirations, by putting customers’ needs first and providing the right advice and solutions. Delivery of our strategy will provide exceptional experiences for our customers and sustainable, long-term growth for our shareholders. We have three key themes to our strategy:

 

   

Developing more holistic and long-lasting customer relationships;

   

Continuing to build and integrate our global wealth and asset management businesses; and

   

Leveraging skills and experiences across our international operations.

We continue to see significant opportunities inside our Asia and global Wealth and Asset Management businesses. In Asia, new business value has grown at a rapid pace, helped by the exclusive partnerships we have signed with other financial institutions in the region. In addition, our Wealth and Asset Management businesses are strongly positioned to grow with sizeable scale, thanks to strong organic growth and a number of acquisitions.

 

1   This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.
2   Growth (declines) in sales, gross flows, premiums and deposits and assets under management and administration are stated on a constant currency basis. Constant currency basis is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.
3   The U.S. Division does not have any products for sale in this category.
4   Remittances are defined as the cash remitted or payable to the Group from operating subsidiaries and excess capital generated by stand-alone Canadian operations.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         17


Technology is transforming our customers’ lives and our industry and successfully investing in innovation is critical to our success. We use a shareholder value lens to view the investments we make and continue to focus on expense management initiatives to help fund investments. We have invested across the Company to re-engineer our business and dramatically improve the customer experience. Highlights include:

 

   

Across Canada, the U.S. and parts of Asia, our life insurance offerings now include wearable devices to help our customers live healthier lives and save money;

   

In Canada, we are using advanced, predictive analytics to simplify insurance underwriting and eliminate unnecessary medical testing;

   

In the U.S., we have launched the first phase of our new digital buying platform and made our first foray into digital advice; and

   

In mainland China, we are using the WeChat messaging platform to process claims, reducing processing time from more than one week to as little as one day.

Core ROE was 10.1% in 2016 and we expect core ROE to expand toward 13% or more over the medium term as we execute on our strategy and investment-related experience normalizes. 1 We expect the primary driver of core ROE expansion to be organic growth of our less capital intensive/higher ROE businesses, particularly our Asia and Wealth and Asset Management businesses, augmented by contributions from recent major acquisitions and by long-term strategic partnerships in Asia.

Financial Performance

 

As at and for the years ended December 31,

($ millions, unless otherwise stated)

   2016      2015     2014          

Net income attributed to shareholders

   $ 2,929      $ 2,191     $ 3,501    

Preferred share dividends

     (133      (116     (126        

Common shareholders’ net income

   $ 2,796      $ 2,075     $ 3,375          

Reconciliation of core earnings to net income attributed to shareholders:

         

Core earnings (1)

   $ 4,021      $ 3,428     $ 2,888    

Investment-related experience outside of core earnings

            (530     359          

Core earnings and investment-related experience outside of core earnings

   $ 4,021      $ 2,898     $ 3,247    

Other items to reconcile core earnings to net income attributed to shareholders:

         

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities

     (484      (93     412    

Changes in actuarial methods and assumptions

     (453      (451     (198  

Integration and acquisition costs

     (81      (149        

Other items

     (74      (14     40          

Net income attributed to shareholders

   $ 2,929      $ 2,191     $ 3,501          

Basic earnings per common share ($)

   $ 1.42      $ 1.06     $ 1.82    

Diluted earnings per common share ($)

   $ 1.41      $ 1.05     $ 1.80    

Diluted core earnings per common share ($) (1)

   $ 1.96      $ 1.68     $ 1.48    

Return on common shareholders’ equity (“ROE”) (%)

     7.3%        5.8%       11.9%    

Core ROE (%) (1)

     10.1%        9.2%       9.8%    

Sales (1)

         

Insurance products

   $ 3,952      $ 3,380     $ 2,544    

Wealth and Asset Management gross flows (1)

   $   120,450      $   114,686     $   69,164    

Wealth and Asset Management net flows (1)

   $ 15,265      $ 34,387     $ 18,335    

Other Wealth products

   $ 8,159      $ 7,494     $ 3,866    

Premiums and deposits (1)

         

Insurance products

   $ 33,594      $ 29,509     $ 24,938    

Wealth and Asset Management products

   $ 120,450      $ 114,686     $ 69,164    

Other Wealth products

   $ 6,034      $ 6,718     $ 3,752    

Corporate and Other

   $ 88      $ 90     $ 77    

Assets under management and administration ($ billions) (1)

   $ 977      $ 935     $ 691    

Capital ($ billions) (1)

   $ 50.2      $ 49.9     $ 39.6    

MLI’s MCCSR ratio

     230%        223%       248%          

 

(1)  

This item is a non-GAAP measure. For a discussion of our use of non-GAAP measures, see “Performance and Non-GAAP Measures” below.

Analysis of Net Income

Manulife’s full year 2016 net income attributed to shareholders was $2.9 billion compared with $2.2 billion for full year 2015. Net income attributed to shareholders is comprised of core earnings (consisting of items we believe reflect the underlying earnings capacity of the business), which amounted to $4.0 billion in 2016 compared with $3.4 billion in 2015, and items excluded from core earnings, which amounted to a net charge of $1.1 billion in 2016 compared with a net charge of $1.2 billion in 2015. The increase in net income attributed to shareholders reflected strong growth in core earnings, and a turnaround in investment-related experience partially offset by an increase in charges related to the direct impact of markets.

The increase in core earnings was driven by core investment gains of $197 million (compared with nil in 2015), strong new business and in-force growth in Asia, and the release of tax and related provisions in the U.S. and Corporate and Other segments as a result of the closure of multiple tax years in the U.S., partially offset by higher equity hedging costs and higher interest expense due to recent

 

1   See “Caution regarding forward-looking statements” above.

 

18          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


debt issuances. The strengthening of the U.S. dollar and the Japanese Yen compared with the Canadian dollar also contributed $149 million to the increase in core earnings. Core earnings in 2016 included net policyholder experience charges of $162 million post-tax ($276 million pre-tax) compared with net charges of $205 million post-tax ($362 million pre-tax) in 2015.

We evaluate our divisions operating performance based on core earnings.

 

   

Asia core earnings was $1,495 million in 2016 compared with $1,234 million in 2015. This represented a 15% increase after adjusting for costs arising from the expansion of our dynamic hedging program (there is a corresponding decrease in macro hedging costs in the Corporate and Other segment) and the impact of changes in foreign currency rates. The increase in core earnings was driven by solid growth from in-force business and continued strong growth in new business volumes, partially offset by less favourable policyholder experience and the impact of declining interest rates.

 

   

Canada core earnings was $1,384 million compared with $1,252 million in 2015. The 11% increase was primarily due to improved policy holder experience, and higher fee income on the Company’s wealth and asset management business due to higher asset levels.

 

   

U.S. core earnings was $1,615 million compared with $1,466 million in 2015. This represented a 6% increase after adjusting for the impact of currency rates. The increase in core earnings was driven by a US$52 million release of tax provision as a result of closing certain tax years and the improved policyholder experience in the second half of 2016 as a result of changes to long-term care assumptions (see below in “2016 Review of Actuarial Methods and Assumptions”). In addition, lower amortization of deferred acquisition costs on in-force variable annuity business were offset by the impact of lower insurance sales and lower fee income in WAM businesses due to fee compression in our pension business and changes in business mix.

 

   

Corporate and Other core loss excluding the expected cost of macro hedges and core investment gains was $409 million in 2016 compared with $298 million in 2015. The unfavourable variance of $111 million was due to higher interest expense on debt issuances and lower realized gains on available-for-sale equities, higher interest allocated to the divisions, and higher expenses in Corporate and Other and strategic investments in our Manulife Asset Management business, partially offset by the release of provisions and interest on uncertain tax positions in the U.S.

 

   

The expected cost of macro hedges was $261 million in 2016 compared with $226 million in 2015, an increase of $35 million. The charges were higher in the first half of 2016, and reduced in the second half related to actions to reduce equity risk.

 

   

Investment-related experience in core earnings in 2016 of $197 million reflected the favourable impact of fixed income reinvestment activities on the measurement of our policy liabilities and credit experience. While we reported lower returns on our alternative long-duration portfolio than expected in the valuation of our policy liabilities, we reported gains in the second half of 2016 that partially offset the charges reported in the first half of the year. Total investment-related experience in 2015 was a loss and therefore, in accordance with our definition of core earnings, we did not report any investment-related experience in core earnings in 2015. (See section “Performance and Non-GAAP Measures” below)

Items excluded from core earnings amounted to net charges of $1.1 billion in 2016 and to $1.2 billion in 2015. Additional information is included in the footnotes to the table in the “Overview” section above. Further information with respect to the direct impact of equity markets and interest rates is described below as well as in the “Fourth Quarter Financial Highlights” below.

 

For the years ended December 31,
($ millions)
   2016      2015     2014  

Investment-related experience outside of core earnings

   $       $ (530   $ 359   

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities

     (484 )        (93     412   

Changes in actuarial methods and assumptions

     (453 )        (451     (198

Integration and acquisition costs

     (81 )        (149       

Other items

     (74 )        (14     40   

Total

   $   (1,092 )      $   (1,237   $    613   

The net gain (loss) related to the direct impact of equity markets and interest rates and variable annuity guarantee liabilities in the table above is attributable to:

 

For the years ended December 31,
($ millions)
   2016 (1)      2015     2014  

Direct impact of equity markets and variable annuity guarantee liabilities (2)

   $ (364 )      $   (299   $   (182

Fixed income reinvestment rates assumed in the valuation of policy liabilities (3)

     (335 )        201        729   

Sale of AFS bonds and derivative positions in the Corporate and Other segment

     370         5        (40

Risk reduction items (4)

     (155 )                 

Other

                    (95

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities

   $   (484 )      $ (93   $ 412   

 

(1)  

See “Fourth Quarter Financial Highlights” below for additional information with respect to 2016 net charges.

(2)  

In 2016, the net charge of $364 million included charges of $205 million from gross equity exposure, $120 million from macro hedge experience and $39 million from dynamic hedging experience. As at December 31, 2016, the net notional value of shorted equity futures contracts in our macro hedge program was $1.5 billion (2015 – $5.6 billion).

(3)  

The $335 million charge in 2016 for fixed income reinvestment assumptions was largely driven by the decrease in corporate spreads which resulted in a decline in the reinvestment yields on future fixed income purchases assumed in the measurement of policy liabilities and a charge to net income attributed to shareholders. This was partially offset by falling swap spreads at the 30-year point, the point in the curve where we have a large number of our interest rate hedges. The fall in swap rates resulted in an increase in the fair value of our swaps and a gain to net income attributed to shareholders. The $201 million gain 2015 was due to a decrease in swap spreads partially offset by a decrease in risk-free rates.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         19


(4)  

The risk reduction actions in 2016 included selling equity investments supporting our products with guarantee features and increasing the amount of interest rate hedges. The sale of equity investments resulted in a decrease in our underlying earnings sensitivity before hedging and also reduced the amount of hedging instruments used in the macro hedging program.

The table below reconciles 2016, 2015 and 2014 net income attributed to shareholders to core earnings.

 

For the years ended December 31,

($ millions)

   2016      2015     2014          

Core earnings (1)

         

Asia Division

   $ 1,495       $ 1,234      $ 1,008     

Canadian Division

     1,384         1,252        927     

U.S. Division

     1,615         1,466        1,383     

Corporate and Other (excluding expected cost of macro hedges and core investment gains)

     (409      (298     (446  

Expected cost of macro hedges (2)

     (261      (226     (184  

Investment-related experience in core earnings (3)

     197                200           

Total core earnings

     4,021         3,428        2,888     

Investment-related experience outside of core earnings (3)

             (530     359           

Core earnings and investment-related experience outside of core earnings

       4,021           2,898          3,247     

Changes in actuarial methods and assumptions (4)

     (453      (451     (198  

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (3),(5) (see table below)

     (484      (93     412     

Integration and acquisition costs (6)

     (81      (149         

Other items (7)

     (74      (14     40           

Net income attributed to shareholders

   $ 2,929       $ 2,191      $ 3,501           

 

(1)  

This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

(2)  

The 2016 net charge from macro equity hedges was $381 million and consisted of a $261 million charge related to the estimated expected cost of the macro equity hedges relative to our long-term valuation assumptions and a charge of $120 million because actual markets outperformed our valuation assumptions (included in the direct impact of equity markets and interest rates and variable annuity guarantee liabilities above).

(3)  

As outlined under “Critical Accounting and Actuarial Policies” below, net insurance contract liabilities under International Financial Reporting Standards (“IFRS”) for Canadian insurers are determined using the Canadian Asset Liability Method (“CALM”). Under CALM, the measurement of policy liabilities includes estimates regarding future expected investment income on assets supporting the policies. Experience gains and losses are reported when current period activity differs from what was assumed in the policy liabilities at the beginning of the period. These gains and losses can relate to both the investment returns earned in the period, as well as to the change in our policy liabilities driven by the impact of current period investing activities on future expected investment income assumptions. Our definition of core earnings in 2016 and 2015 (see “Performance and Non-GAAP Measures”) includes up to $400 million (2014 – up to $200 million) of favourable investment-related experience reported in a single year.

(4)  

See “Critical Accounting and Actuarial Assumptions – Review of Actuarial Methods and Assumptions” below.

(5)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions, as well as experience gains and losses on derivatives associated with our macro equity hedges. We also include gains and losses on the sale of available-for-sale (“AFS”) debt securities as management may have the ability to partially offset the direct impacts of changes in interest rates reported in the liability segments. See table above for components of this item. Additional information related to the $484 million charge in 2016 is included in the “Fourth Quarter Financial Highlights” below.

(6)  

The 2016 charge of $81 million included costs to integrate businesses acquired from Standard Life plc, NYL and Standard Chartered. The 2015 charge of $149 million included integration and acquisition costs of $99 million and $50 million for the Standard Life transaction and NYL RPS acquisition and closed block reinsurance transaction (“Closed Block”), respectively.

(7)  

The 2016 charge of $74 million primarily relates to restructuring and impairment charges related to the discontinuance of new sales of our stand-alone individual long-term care product in the U.S., restructuring costs related to our Indonesia operations and the closure of our technology shared service centre in Malaysia. These items were partially offset by a gain with respect to one of the Company’s pension plans. In addition, a gain related to the release of tax-related contingencies was largely offset by an update to tax timing assumptions related to the valuation of policy liabilities was included.

Earnings per Common Share and Return on Common Shareholders’ Equity

Fully diluted earnings per common share for 2016 was $1.41, compared with $1.05 in 2015. Return on common shareholders’ equity for 2016 was 7.3%, compared with 5.8% for 2015.

Revenue

Revenues include (i) premiums received on life and health insurance policies and fixed annuity products, net of premiums ceded to reinsurers; (ii) investment income comprised of income earned on general fund assets, credit experience and realized gains and losses on assets held in the Corporate segment; (iii) fee and other income received for services provided; and (iv) realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on our macro hedging program. Premium equivalents from administrative services only (“ASO”), as well as deposits received by the Company on investment contracts such as segregated funds, mutual funds and managed funds are not included in revenue; however, the Company does receive fee income from these products, which is included in revenue. Fees generated from deposits and ASO premium and deposit equivalents are an important part of our business and as a result, revenue does not fully represent sales and other activity taking place during the respective periods. The premiums and deposits metric below includes these factors.

For 2016, revenue before realized and unrealized losses and premiums ceded under the Closed Block reinsurance transaction was $52.2 billion compared with $45.5 billion in 2015. The increase was driven by business growth as well as the impact of foreign exchange rates.

In 2016, the net realized and unrealized gains on assets supporting insurance and investment contract liabilities and on the macro hedging program were $1.1 billion, primarily driven by gains from the general decrease in U.S. interest rates and higher equity markets, partially offset by net losses on derivatives, including the macro equity hedging program, primarily related to the losses on interest rate swaps and treasury locks. In 2015, the net realized and unrealized losses on assets supporting insurance and investment

 

20          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


contract liabilities and on the macro hedging program were $3.1 billion, primarily driven by the rise in North American swap rates and interest rates, and partially offset by real estate revaluation gains, primarily in the U.S.

See “Impact of Fair Value Accounting” below.

Revenue

 

For the years ended December 31,

($ millions)

   2016      2015     2014          

Gross premiums

   $   36,659       $   32,020      $   25,156     

Premiums ceded to reinsurers (1)

     (9,027      (8,095     (7,343        

Net premiums excluding the impact of the Closed Block reinsurance transaction (1)

     27,632         23,925        17,813     

Investment income

     13,390         11,465        10,744     

Other revenue

     11,181         10,098        8,739           

Total revenue before items noted below

     52,203         45,488        37,296     

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on macro hedging program

     1,134         (3,062     17,092     

Premiums ceded, net of ceded commissions and additional consideration relating to Closed Block reinsurance transaction (1)

             (7,996               

Total revenue

   $ 53,337       $ 34,430      $ 54,388           

 

(1)  

For the purpose of comparable period-over-period reporting, we exclude the $7,996 million impact of the Closed Block reinsurance transaction, which is shown separately from premiums ceded to reinsurers, for the full year 2015. The net reinsurance premium was fully offset by an increase in the change in reinsurance assets in the Consolidated Statements of Income. For other periods, amounts in this subtotal equal the “net premiums” in the Consolidated Statements of Income.

Premiums and Deposits

Premiums and deposits 1 is an additional measure of our top line growth, as it includes all customer cash inflows. Premiums and deposits for insurance products were $33.6 billion in 2016, up 10% compared with 2015 on a constant currency basis and excluding the impact of the Closed Block reinsurance transaction.

Premiums and deposits for Wealth and Asset Management products were $120.5 billion in 2016, an increase of $5.8 billion, or 3% on a constant currency basis over 2015. Premiums and deposits for Other Wealth products were $6.0 billion in 2016, a decrease of $0.7 billion, or 13% on a constant currency basis, from 2015.

Assets under Management and Administration (“AUMA”)

AUMA 1 as at December 31, 2016 were a record for Manulife of $977 billion, an increase of $42 billion, or 6% on a constant currency basis, compared with December 31, 2015, driven by investment returns and continued positive customer inflows. The Wealth and Asset Management portion of AUMA as at December 31, 2016 was $544 billion, an increase of $34 billion, or 8% on a constant currency basis, compared with December 31, 2015, driven by similar reasons.

Assets under Management and Administration

 

As at December 31,

($ millions)

   2016      2015      2014          

General fund

   $   321,869       $   307,506       $   267,801     

Segregated funds net assets (1)

     315,177         313,249         256,532     

Mutual funds, institutional advisory accounts and other (1),(2)

     257,576         236,512         165,287           

Total assets under management

     894,622         857,267         689,620     

Other assets under administration

     82,433         77,909         1,509           

Total assets under management and administration

   $ 977,055       $ 935,176       $ 691,129           

 

(1)  

Segregated fund assets, mutual fund assets and other funds are not available to satisfy the liabilities of the Company’s general fund.

(2)  

Other funds represent pension funds, pooled funds, endowment funds and other institutional funds managed by the Company on behalf of others.

Capital

Total capital 1 was $50.2 billion as at December 31, 2016 compared with $49.9 billion as at December 31, 2015, an increase of $0.3 billion. The increase from December 31, 2015 was primarily driven by net income attributed to shareholders net of dividends paid of $1.4 billion and net capital issuances of $0.4 billion (does not include the $3.9 billion of senior debt issued net of maturities as it is not in the definition of regulatory capital), partially offset by the unfavourable impact of foreign exchange rates of $1.0 billion and the unfavourable change in unrealized losses on AFS securities of $0.7 billion.

Impact of Fair Value Accounting

Fair value accounting policies affect the measurement of both our assets and our liabilities. The difference between the reported amounts of our assets and liabilities determined as of the balance sheet date and the immediately preceding balance sheet date in accordance with the applicable mark-to-market accounting principles is reported as investment-related experience and the direct impact of equity markets and interest rates and variable annuity guarantees, each of which impacts net income (see “Analysis of Net Income” above).

 

1   This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         21


We reported $1.1 billion of net realized and unrealized gains in investment income in 2016 (2015 – losses of $3.1 billion).

As outlined under “Critical Accounting and Actuarial Policies” below, net insurance contract liabilities under IFRS are determined using CALM, as required by the Canadian Institute of Actuaries (“CIA”). The measurement of policy liabilities includes the estimated value of future policyholder benefits and settlement obligations to be paid over the term remaining on in-force policies, including the costs of servicing the policies, reduced by the future expected policy revenues and future expected investment income on assets supporting the policies. Investment returns are projected using the current asset portfolios and projected reinvestment strategies. Experience gains and losses are reported when current period activity differs from what was assumed in the policy liabilities at the beginning of the period. We classify gains and losses by assumption type. For example, current period investing activities that increase (decrease) the future expected investment income on assets supporting the policies will result in an investment-related experience gain (loss).

Public Equity Risk and Interest Rate Risk

At December 31, 2016, the impact of a 10% decline in equity markets was estimated to be a charge of $640 million and the impact of a 50 basis point decline in interest rates, across all durations and markets, on our earnings was estimated to be a charge of less than $100 million. See “Risk Management” and “Risk Factors” below.

Impact of Foreign Exchange Rates

We have worldwide operations, including in Canada, the United States and various countries in Asia, and generate revenues and incur expenses in local currencies in these jurisdictions, all of which are translated into Canadian dollars. The bulk of our exposure to foreign exchange rates is to movements in the U.S. dollar.

Items impacting our Consolidated Statements of Income are translated to Canadian dollars using average exchange rates for the respective period. For items impacting our Consolidated Statements of Financial Position, period end rates are used for currency translation purpose. The following table provides the most relevant foreign exchange rates for 2016 and 2015.

 

     Quarterly             Full Year          
Exchange rate    4Q16      3Q16      2Q16      1Q16      4Q15             2016      2015          

Average (1)

                         

U.S. dollar

     1.3343         1.3050         1.2889         1.3724         1.3360            1.3252         1.2786     

Japanese yen

     0.0122         0.0128         0.0119         0.0119         0.0110            0.0122         0.0106     

Hong Kong dollar

     0.1720         0.1682         0.1661         0.1765         0.1724            0.1707         0.1649           

Period end

                         

U.S. dollar

     1.3426         1.3116         1.3009         1.2970         1.3841            1.3426         1.3841     

Japanese yen

     0.0115         0.0130         0.0127         0.0115         0.0115            0.0115         0.0115     

Hong Kong dollar

     0.1732         0.1691         0.1677         0.1672         0.1786            0.1732         0.1786           

 

(1)  

Average rates for the quarter are from Bank of Canada which are applied against Consolidated Statements of Income items for each period. Average rate for the full year is a 4 point average of the quarterly average rates.

In general, our net income attributed to shareholders and core earnings benefit from a weakening Canadian dollar and are adversely affected by a strengthening Canadian dollar. Net income attributed to shareholders and core earnings from the Company’s foreign operations are translated to Canadian dollars. However, in a period of losses, the weakening of the Canadian dollar has the effect of increasing the losses. The relative impact of foreign exchange in any given period is driven by the movement of currency rates as well as the proportion of earnings generated in our foreign operations.

Changes in foreign exchange rates, primarily due to the strengthening of the U.S. dollar compared with the Canadian dollar, increased core earnings by $149 million in 2016 compared with 2015. The impact of foreign currency on items excluded from core earnings does not provide relevant information given the nature of these items.

Fourth Quarter Financial Highlights

 

For the quarters ended December 31,

($ millions, except per share amounts)

   2016      2015      2014          

Net income attributed to shareholders

   $ 63       $ 246       $ 640     

Core earnings (1),(2) (see next page for reconciliation)

   $ 1,287       $ 859       $ 713     

Diluted earnings per common share ($)

   $ 0.01       $ 0.11       $ 0.33     

Diluted core earnings per common share ($) (2)

   $ 0.63       $ 0.42       $ 0.36     

Return on common shareholders’ equity (annualized)

     0.3%         2.3%         8.1%     

Sales (2)

          

Insurance products

   $ 1,074       $ 1,027       $ 760     

Wealth and Asset Management gross flows (2)

   $   38,160       $   31,089       $   17,885     

Wealth and Asset Management net flows (2)

   $ 6,073       $ 8,748       $ 2,806     

Other Wealth products

   $ 1,737       $ 2,109       $ 1,109     

Premiums and deposits (2)

          

Insurance products

   $ 8,639       $ 7,759       $ 6,631     

Wealth and Asset Management products

   $ 38,160       $ 31,089       $ 17,885     

Other Wealth products

   $ 1,405       $ 1,963       $ 962     

Corporate and Other

   $ 23       $ 26       $ 18           

 

(1)  

Impact of currency movement on the fourth quarter of 2016 (“4Q16”) core earnings compared with the fourth quarter of 2015 (“4Q15”) was a $10 million favourable variance.

(2)  

This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

 

22          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Manulife’s 4Q16 net income attributed to shareholders was $63 million compared with $246 million in 4Q15. Net income attributed to shareholders is comprised of core earnings (consisting of items we believe reflect the underlying earnings capacity of the business), which amounted to $1,287 million in 4Q16 compared with $859 million in 4Q15, and items excluded from core earnings, which netted to charges of $1,224 million in 4Q16 compared with charges of $613 million in 4Q15 for a period-over-period decrease of $611 million.

The $428 million increase in core earnings included $180 million in core investment gains (compared with nil in 4Q15). The remaining $248 million increase was driven by in-force and new business growth in Asia, a reduction in the expected costs of macro hedges and a $142 million release of tax and related provisions in the U.S. and Corporate and Other segments as a result of the closure of multiple tax years in the U.S. Core earnings in 4Q16 included net policyholder experience charges of $43 million post-tax ($65 million pre-tax) compared with $50 million post-tax ($97 million pre-tax) in 2015.

The charges for items excluded from core earnings in 4Q16 primarily related to the direct impact of equity markets and interest rates and variable annuity guarantee liabilities of $1,202 million which more than offset gains of $718 million that we reported in the first three quarters of 2016, resulting in a full year charge of $484 million. The components of the charges for 2016 and 4Q16 are outlined in the table below, while the footnotes to the table provide additional information on each of these components:

 

For the year and quarter ended December 31,

($ millions)

  2016     4Q16          

Direct impact of interest rates on fixed income reinvestment rates assumed in the valuation of policy liabilities related to:

     

changes in risk-free rates (1)

  $ (53   $ (330  

decrease in corporate spreads (2)

    (553     (275  

decrease (increase) in swap spreads (3)

    271        (242        
    (335     (847  

Gains (charges) on sale of AFS bonds and derivative positions in the Corporate and Other segment (4)

        370        (142  

Direct impact of equity markets and variable annuity guarantee liabilities (5)

    (364     (213  

Risk reduction items (6)

    (155               

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities

  $ (484   $   (1,202        

 

(1)  

The impact of changes in risk-free rates for full year 2016 was largely driven by a fall in Japanese interest rates. The charges in 4Q16 largely came from North America where interest rates rose and the yield curve steepened, reversing the movements seen in the first three quarters of 2016. The impact of the yield curve steepening resulted in an accounting mismatch between our insurance liabilities and our interest rate hedges. This occurred because our policy liabilities are valued with reference to actuarial interest rate models, whereas our interest rate hedges are valued at current market rates. This accounting mismatch can be material when there is a significant change in the shape of the interest rate curve as was the case in 4Q16.

(2)  

The decrease in corporate spreads in 4Q16 and the full year of 2016 resulted in a decline in the reinvestment yields on future fixed income purchases assumed in the measurement of policy liabilities and a charge to net income attributed to shareholders.

(3)  

Swap spreads at the 30-year point, the point on the curve where we have a large number of our interest rate hedges, rose in 4Q16 and fell for the full year of 2016. The 4Q16 rise in swap spreads resulted in a decrease in the fair value of our swaps and a charge to net income attributed to shareholders. The full year fall in swap spreads resulted in an increase in the fair value of our swaps and a gain to net income attributed to shareholders.

(4)  

Gains (charges) on sale of AFS bonds and derivative positions in the Corporate and Other segment was a result of realizing gains (charges) at the time of sale. As at December 31, 2016, the AFS fixed income assets held in the surplus segment were in a net after-tax unrealized loss position of $683 million.

(5)  

The direct impact of equity markets was primarily driven by losses in the dynamic hedging program due to basis risk losses in fund manager and hedge asset performance which was exacerbated by the large change in interest rates during the fourth quarter.

(6)  

Risk reduction activities: In 3Q16, we reported a charge of $155 million related to actions to reduce our exposure to equity markets and interest rates. The risk reduction actions in 2016 included selling equity investments supporting our products with guarantee features and increasing the amount of interest rate hedges. The sale of equity investments resulted in a decrease in our underlying earnings sensitivity before hedging and also reduced the amount of hedging instruments used in the macro hedging program.

The charges for items excluded from core earnings in 4Q15 included a $361 million charge for investment-related experience, primarily due to the impact of sharply lower oil and gas prices on our investment portfolio, along with a number of smaller items totaling $252 million.

We evaluate our divisions operating performance based on core earnings.

 

   

In Asia, core earnings in 4Q16 was $388 million compared with $334 million in 4Q15. This was a 16% increase compared with 4Q15 after adjusting for costs arising from the expansion of our dynamic hedging program (there is a corresponding decrease in macro hedging costs in the Corporate and Other segment) and the impact of changes in foreign currency rates. The growth in core earnings was driven by solid growth of in-force business and continued strong growth in new business volumes, partially offset by less favourable policyholder experience and the impact of declining interest rates.

   

In Canada, core earnings was $359 million in 4Q16 compared with $352 million in 4Q15, an increase of $7 million.

   

In the U.S, core earnings was $471 million in 4Q16 and $332 million in 4Q15. The $139 million increase in core earnings over the prior year includes a US$52 million release of tax provisions as a result of closing certain tax years, improved policyholder experience in 4Q16 as a result of changes to long-term care assumptions in 3Q16 and lower amortization of deferred acquisition costs on in-force variable annuity business partially offset by lower fee income in WAM businesses driven by fee compression in our pension business and changes in business mix.

   

Corporate and Other core loss excluding expected cost of macro hedges and core investment gains was $75 million in 4Q16 compared with $85 million in 4Q15. The $10 million favourable variance in core earnings reflected a $73 million release of provisions and interest on uncertain tax positions in the U.S. partially offset by higher expenses in Corporate and Other and strategic investments in our Manulife Asset Management business.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         23


Analysis of Net Income

The table below reconciles net income attributed to shareholders to core earnings for the periods presented.

 

For the quarters ended December 31,

($ millions)

   4Q16      4Q15          

Core earnings (1)

       

Asia Division

   $ 388       $ 334     

Canadian Division

     359         352     

U.S. Division

     471         332     

Corporate and Other (excluding expected cost of macro hedges and core investment gains)

     (75      (85  

Expected cost of macro hedges (2)

     (36      (74  

Investment-related experience in core earnings (3)

     180                   

Core earnings

     1,287         859     

Investment-related experience outside of core earnings (3)

             (361        

Core earnings and investment-related experience outside of core earnings

     1,287         498     

Other items to reconcile core earnings to net income attributed to shareholders:

       

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (see table below) (3),(4)

       (1,202      (29  

Changes in actuarial methods and assumptions

     (10      (97  

Integration and acquisition costs (5)

     (25      (39  

Other items excluded from core earnings (6)

     13         (87        

Net income attributed to shareholders

   $ 63       $    246           

 

(1)  

This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

(2)  

The 4Q16 net charge from macro equity hedges was $110 million and consisted of a $36 million charge related to the estimated expected cost of the macro equity hedges relative to our long-term valuation assumptions and a charge of $74 million because actual markets outperformed our valuation assumptions (included in direct impact of equity markets and interest rates and variable annuity guarantee liabilities below).

(3)  

As outlined under “Critical Accounting and Actuarial Policies” below, net insurance contract liabilities under IFRS for Canadian insurers are determined using CALM. Under CALM, the measurement of policy liabilities includes estimates regarding future expected investment income on assets supporting the policies. Experience gains and losses are reported when current period activity differs from what was assumed in the policy liabilities at the beginning of the period. These gains and losses can relate to both the investment returns earned in the period, as well as to the change in our policy liabilities driven by the impact of current period investing activities on future expected investment income assumptions. The direct impact of equity markets and interest rates is separately reported. Our definition of core earnings (see “Performance and Non-GAAP Measures”) includes up to $400 million of favourable investment-related experience reported in a single year.

(4)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions, including experience gains and losses on derivatives associated with our macro equity hedges. We also include gains and losses on derivative positions and the sale of AFS bonds in the Corporate and Other segment. See table below for components of this item.

(5)  

The 4Q16 charge of $25 million included costs to integrate businesses acquired from Standard Life, New York Life and Standard Chartered.

(6)  

The 4Q16 gain of $13 million included a gain with respect to one of the Company’s pension plans, partially offset by charges related to restructuring and impairment charges related to the discontinuance of new sales of our stand-alone individual long-term care product in the U.S. and restructuring costs related to our Indonesia operations and the closure of our technology shared service centre in Malaysia.

The gain (charge) related to the direct impact of equity markets and interest rates and variable annuity guarantee liabilities in the table above is attributable to:

 

For the quarters ended December 31,

($ millions)

   4Q16      4Q15          

Direct impact of equity markets and variable annuity guarantee liabilities (1)

   $ (213    $    77     

Fixed income reinvestment rates assumed in the valuation of policy liabilities (2)

     (847      (97  

Sale of AFS bonds and derivative positions in the Corporate and Other segment

     (142      (9        

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities

   $   (1,202    $ (29        

 

(1)  

In 4Q16, charges of $2,366 million from dynamic hedging experience and $74 million from macro hedge experience were partially offset by gains of $2,227 million from gross equity exposure, which resulted in charge of $213 million.

(2)  

The loss in 4Q16 for fixed income reinvestment assumptions was driven by interest rate movements in North America, where interest rates rose and the yield curve steepened, decreases in corporate spreads and increases in swap spreads at the 30-year point.

Sales

Insurance sales were $1.1 billion in 4Q16, an increase of 3% compared with 4Q15. In 4Q16, Asia insurance sales increased 18%, driven by strong double digit growth in Asia Other and strong contributions from the bancassurance partnership with DBS. This increase was partially offset by the impact of earlier pricing actions in Japan in response to lower interest rates. Canadian insurance sales declined by 22% as group benefits sales in 4Q15 included an exceptionally large sale. U.S. insurance sales declined 6% due to an industry trend towards products with guarantee features which we have de-emphasized.

Wealth and Asset Management net flows were $6.1 billion in 4Q16, a decrease of $2.7 billion compared with 4Q15. 4Q16 marked the 28 th consecutive quarter of positive net flows in our WAM businesses. Positive net flows were driven by strong inflows in our institutional advisory business, as well as in our Asia and Canadian mutual fund businesses, partially offset by outflows in our North American pension businesses and U.S. mutual funds. The less favourable net flows compared with 4Q15 is a result of outflows in the U.S. which more than offset higher inflows in our institutional advisory business.

Other Wealth sales were $1.7 billion in 4Q16, a decrease of 22% compared with 4Q15. In 4Q16, Other Wealth sales in Asia decreased by 26% reflecting strong sales in 4Q15 from successful new product launches as well as a slowing of sales momentum in 4Q16. In Canada, sales declined due to product actions to de-emphasize our higher risk segregated fund products.

 

24          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Update on Efficiency and Effectiveness Initiative

Our Efficiency and Effectiveness (“E&E”) initiative, announced November 2012, is aimed at leveraging our global scale and capabilities to achieve operational excellence and cost efficiencies throughout the organization. The annual net pre-tax savings from the 4-year program of our E&E initiative reached over $500 million in 2016, exceeding our target of $400 million. These savings have enabled us to fund other new initiatives such as those outlined in the “Strategic Direction” section above. Efforts are continuing to identify and execute on additional opportunities to make our operations more efficient and effective and to fund new investments.

Update on 2016 Targets for Core Earnings and Core ROE

In 2012, we stated that we were targeting $4 billion in core earnings and core ROE of 13% in 2016. We reported $4 billion in core earnings and core ROE of 10.1% in 2016. As disclosed above, we expect core ROE to expand toward 13% or more over the medium term. 1

Update on Acquisitions and Distribution Agreements

On January 30, 2015, the Company completed its acquisition of 100% of the shares of Standard Life Financial Inc. and of Standard Life Investments Inc., collectively the Canadian-based operations of Standard Life plc (“Standard Life”). The acquisition contributes to our growth strategy, particularly in wealth and asset management. The purchase consideration of $4 billion was paid in cash. We recognized $1,477 million of tangible net assets, $1,010 million of intangible assets, and $1,513 million of goodwill. At time of acquisition we stated that we expected to achieve $100 million of annual after-tax cost savings largely by the 3rd year 2 and that we expected total integration costs over the first three years would be $150 million post-tax 2 . We expect to achieve the cost savings target and although we anticipate integration costs to be higher than the original estimate, it will be offset by higher revenue synergies. We continue to remain on track to achieve the original earnings targets. 2 As stated in our 2015 MD&A, as a result of merging of the businesses it will not be possible to segregate the earnings contribution from Standard Life and therefore not possible to report on EPS accretion; however, we expect to achieve these original targets 2 (accretive by approximately $0.03 to earnings per common share (“EPS”) in 2016, 2017 and 2018 2 ) and have built them into our plans.

On April 14, 2015, the Company completed its acquisition of New York Life’s (“NYL”) Retirement Plan Services (“RPS”) business. The acquisition of the NYL RPS business supports Manulife’s global growth strategy for wealth and asset management businesses. The purchase consideration of $787 million included conventional financial consideration of $398 million plus $389 million of net impact of the assumption by NYL of our in-force participating life insurance closed block (“Closed Block”) through net 60% reinsurance agreements, effective July 1, 2015. We recognized $128 million of intangible assets and $659 million of goodwill.

Effective January 1, 2016, the Company entered into a 15-year regional distribution agreement with DBS covering Singapore, Hong Kong, mainland China and Indonesia. The arrangement significantly expands our distribution capability in Asia. We recognized $536 million of distribution network intangible assets on the agreement’s effective date.

On November 1, 2016, the Company completed its acquisition of Standard Chartered’s Mandatory Provident Fund (“MPF”) and Occupational Retirement Schemes Ordinance (“ORSO”) businesses in Hong Kong, and the related investment management entity. In addition, on November 1, 2016, we commenced our 15-year exclusive MPF distribution partnership with Standard Chartered. Total consideration of $392 million was paid in cash. These arrangements significantly expand Manulife’s retirement business in Hong Kong.

 

1   See “Caution regarding forward-looking statements” and “Strategic Direction” above.
2   See “Caution regarding forward-looking statements” above.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         25


Performance by Division

Asia Division

We are a leading provider of financial protection and wealth and asset management products in most of Asia’s largest and fastest-growing economies, with operations in Japan, Hong Kong, Macau, mainland China, Taiwan, Indonesia, Singapore, the Philippines, Vietnam, Malaysia, Thailand and Cambodia. We are focused on helping our customers to achieve their dreams and aspirations, and that focus drives our growth strategy and underpins our commitment to the region.

We offer a broad portfolio of products and services including life and health insurance, annuities, mutual funds and retirement solutions that cater to the wealth and protection needs of individuals and corporate customers through a multi-channel distribution network, supported by a team of approximately 11,000 employees. Our distribution network includes more than 69,000 contracted agents, 100 bank partnerships and 1,000 independent agents, financial advisors and brokers selling our products. The bank partnerships include a regional partnership with DBS, which together with 5 other exclusive partnerships give us access to more than 18 million bank customers.

In 2016, Asia Division contributed 24% of the Company’s total premiums and deposits and, as at December 31, 2016, accounted for 12% of the Company’s assets under management and administration.

Financial Performance

Asia Division reported net income attributed to shareholders of $1,141 million in 2016 compared with $1,105 million in 2015. Net income attributed to shareholders is comprised of core earnings, which was $1,495 million in 2016 compared with $1,234 million in 2015, and items excluded from core earnings, which amounted to a net charge of $354 million for 2016 compared with a net charge of $129 million in 2015.

Expressed in U.S. dollars, the presentation currency of the division, net income attributed to shareholders was US$863 million compared with US$865 million in 2015, core earnings was US$1,129 million in 2016 compared with US$963 million in 2015 and items excluded from core earnings amounted to a net charge of US$266 million in 2016 compared with a net charge of US$98 million in 2015.

Core earnings increased 15%, compared with 2015 after adjusting for costs arising from the expansion of our dynamic hedging program (there is a corresponding decrease in macro hedging costs in the Corporate and Other segment) and the impact of changes in foreign currency rates. The increase in core earnings was driven by solid growth from in-force business, and continued strong growth in new business volumes, partially offset by less favourable policyholder experience and the impact of declining interest rates.

The change in items excluded from core earnings primarily related to the direct impact of equity markets and the changes in interest rates in 2016 and to the direct impact of the decline in equity markets in 2015.

The table below reconciles net income attributed to shareholders to core earnings for the Asia Division for 2016, 2015 and 2014.

 

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015     2014            2016      2015     2014          

Core earnings (1)

   $ 1,495      $ 1,234     $ 1,008        $   1,129      $ 963     $ 913    

Items to reconcile core earnings to net income attributed to shareholders:

                   

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (2)

     (433      (174     173          (326      (134     157    

Investment-related experience related to fixed income trading, market value increases in excess of expected alternative assets investment returns, asset mix changes and credit experience

     91        25       62          69        20       56    

Other (3)

     (12      20       4          (9      16       3          

Net income attributed to shareholders (1)

   $   1,141      $   1,105     $   1,247        $ 863      $   865     $   1,129          

 

(1)  

Core earnings is a non-GAAP measure. See “Performance and Non-GAAP Measures” below. The 2015 earnings on assets backing capital allocated to each operating segment have been restated to align with the methodology used in 2016.

(2)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions. The net charge of $433 million in 2016 (2015 – net charge of $174 million) consisted of a $24 million charge (2015 – $32 million charge) related to variable annuities that are not dynamically hedged, an $80 million charge (2015 – $89 million charge) on general fund equity investments supporting policy liabilities and on fee income, a $259 million charge (2015 – $1 million charge) related to fixed income reinvestment rates assumed in the valuation of policy liabilities and a $70 million charge (2015 – $52 million charge) related to variable annuity guarantee liabilities that are dynamically hedged. The amount of variable annuity guaranteed value that was dynamically hedged at the end of 2016 was 67% (2015 – 53%). Our variable annuity guarantee dynamic hedging strategy is not designed to completely offset the sensitivity of policy liabilities to all risks associated with the guarantees embedded in these products.

(3)  

Other in 2016 includes the integration costs in relation to the acquisition of Standard Chartered’s MPF and Occupational and Retirement Schemes Ordinance businesses in Hong Kong, which completed on November 1, 2016 and restructuring costs in Indonesia, partly offset by the impact of tax rate change on the deferred tax liabilities in Japan. Other in 2015 includes the impact of tax rate change on the deferred tax liabilities.

 

26          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Sales (all percentages quoted are on a constant currency basis)

Insurance sales in 2016 were US$2.0 billion, an increase of 27% compared with 2015, driven by double digit sales growth in most of the territories in which we operate. Sales in Japan of US$632 million were 11% lower than prior year, impacted by the pricing actions in response to the lower interest rate environment. Hong Kong sales of US$465 million increased 23% from 2015, reflecting the expansion of our bancassurance and broker channels. Asia Other (excludes Japan and Hong Kong) sales of US$905 million increased 89%, included record high sales in all territories except for Thailand, and reflected the activation of our exclusive partnership with DBS that commenced in 2016.

Other Wealth sales in 2016 were US$3.7 billion, an increase of 14% compared with 2015. Other Wealth sales growth was mainly driven by Japan and Hong Kong reflecting the success of new product launches and sales from DBS.

Annualized premium equivalent (“APE”) 1 sales in 2016 were a record for Asia Division of US$2,498 million, an increase of 29%. We achieved double digit growth in all territories except for Japan and Thailand. APE sales included insurance sales of US$2,002 million and other wealth APE sales of US$496 million, up 27% and 38%, respectively. Japan APE sales in 2016 were US$1,019 million, an increase of 2%. Strong sales of other wealth products through both bank and independent broker channels were mostly offset by the impact of pricing actions on insurance products in response to the lower interest rate environment. Hong Kong APE sales in 2016 were US$496 million, an increase of 27%, driven by distribution expansion across all core channels (bancassurance, broker and agency). Asia Other (excludes Japan and Hong Kong) APE sales in 2016 were US$983 million, an increase of 84%. This was driven by record sales in all territories we operate in, except Thailand.

Wealth and Asset Management (“WAM”) gross flows in 2016 were US$14.9 billion, an increase of 26% and WAM net flows in 2016 were US$3.9 billion, an increase of US$2.1 billion. Mutual fund sales in mainland China was the most significant driver for the growth in both gross and net flows. Japan WAM gross flows in 2016 were US$271 million, a decrease of 34% as equity market volatility impacted consumer confidence, resulting in weaker mutual fund sales. Hong Kong WAM gross flows in 2016 were US$2.6 billion, a slight increase over last year. The continued success and growth of our pension business was largely offset by lower mutual fund sales due to negative market sentiment. Asia Other (excludes Japan and Hong Kong) WAM gross flows in 2016 were US$12.0 billion, an increase of 36%. The growth was driven by mainland China, primarily from money market flows and the launch of new funds as well as pension sales in Indonesia and the launch of the first U.S. property REIT in Singapore.

 

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

Insurance sales

   $ 2,651       $ 1,930       $ 1,412         $ 2,002       $ 1,507       $ 1,278     

Other wealth sales

     4,940         3,885         1,818           3,726         3,022         1,644     

Annualized premium equivalent (“APE”) sales

     3,305         2,354         1,599           2,498         1,836         1,447     

Wealth and asset management gross flows

       19,679           15,495           9,014             14,875           12,240           8,149           

Revenue

Total revenue in 2016 of US$14.5 billion increased US$3.6 billion compared with 2015, primarily driven by the strong growth of new business premiums that augmented the stable growth of in-force business. Revenue before net realized and unrealized investment gains and losses increased by US$3.1 billion driven by the same reasons as total revenue.

Revenue

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015     2014            2016      2015     2014          

Net premium income

   $ 15,585       $ 11,495      $ 7,275         $ 11,757       $ 8,953      $ 6,583     

Investment income

     1,853         1,519        1,271           1,400         1,188        1,150     

Other revenue

     1,566         1,434        1,334           1,185         1,121        1,208           

Revenue before net realized and unrealized investment gains and losses

     19,004         14,448        9,880           14,342         11,262        8,941     

Net realized and unrealized investment gains and losses

     290         (446     2,078           204         (365     1,867           

Total revenue

   $   19,294       $   14,002      $   11,958         $   14,546       $   10,897      $   10,808           

Premium and Deposits (all percentages quoted are on a constant currency basis)

Premium and deposits for 2016 were US$28.3 billion, an increase of 25% compared with 2015. Premiums and deposits for insurance products in 2016 were US$9.8 billion, an increase of 28% compared with 2015, driven by strong sales growth and robust recurring premium growth from in-force business. Wealth and Asset Management premiums and deposits in 2016 were US$14.9 billion, an increase of 26%, compared with 2015, reflecting new fund launches, notably in mainland China, the successful launch of the first U.S. property REIT in Singapore and the growth of our pension business and mutual fund sales in Indonesia. Other Wealth premiums and deposits in 2016 were US$3.7 billion and were 13% higher than 2015 driven by the success of new product launches coupled with expanding distribution reach.

 

1   Annualized premium equivalent (“APE”) sales is a metric commonly used in Asia and is comprised of Insurance sales plus 100% of regular premiums/ deposits and 10% of single premiums/ deposits for other wealth products. APE is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         27


Premiums and Deposits

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

Insurance products

   $ 12,947       $ 9,431       $ 7,066         $ 9,771       $ 7,356       $ 6,395     

Wealth and asset management products

     19,681         15,494         9,015           14,875         12,241         8,149     

Other wealth products

     4,883         3,875         1,816           3,683         3,015         1,641           

Total premiums and deposits

   $   37,511       $   28,800       $   17,897         $   28,329       $   22,612       $   16,185           

Assets under Management

Asia Division assets under management were US$90.2 billion as at December 31, 2016, an increase of 17% on a constant currency basis compared with December 31, 2015, driven by net customer inflows of US$12.4 billion, higher investment income during 2016 and the addition of assets from the acquisition of Standard Chartered’s MPF and ORSO businesses in Hong Kong.

Assets under Management

As at December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

General fund

   $ 63,332       $ 54,206       $ 41,991         $ 47,159       $ 39,162       $ 36,198     

Segregated funds

     24,644         24,384         22,925           18,341         17,612         19,761     

Mutual and other funds

     33,236         27,848         22,167           24,755         20,121         19,108           

Total assets under management

   $   121,212       $   106,438       $   87,083         $   90,255       $   76,895       $   75,067           

Strategic Direction

Manulife’s Asia strategy focuses on providing Asia’s growing mass affluent and affluent customer base with a premium and differentiated value proposition by integrating life, wealth and health solutions. Our strategy aligns with the key underlying customer trends and growth opportunities in Asia and draws upon our core strengths. We are well positioned to serve our customers through the delivery of our clearly articulated strategic agenda, including unsurpassed customer experience, holistic and integrated wealth management solutions, premium agency force, optimized bancassurance and market-leading digital customer engagement.

In 2016, we identified and commenced the roll-out of a number of key initiatives in Asia and continued to diversify our distribution channels, introduce new products and enhance our technology capabilities to build holistic and long-lasting customer relationships.

Manulife’s partnership with DBS launched successfully on January 1, 2016 in Singapore, Hong Kong, Indonesia and mainland China. This partnership has accelerated Manulife’s Asia growth strategy and added scale for our business. We now have a more balanced distribution mix and have advanced our capabilities in technology, operations, underwriting and digital innovation. The partnership has enhanced our ability to attract both new partners and the highest quality talent to join Manulife in Asia.

Following the successful launch in Hong Kong of our award-winning 1 ManulifeMOVE, a wellness initiative that rewards customers for living active lifestyles, we extended the roll-out to the Philippines and mainland China. In the Philippines, 70% 2 of enrollees are new to Manulife. In mainland China, the ManulifeMOVE launch was a high profile event with the participation of the Prime Minister of Canada, Justin Trudeau, as part of his first ever official visit to the country.

As part of our strategy to provide an unsurpassed customer experience, we introduced eClaims services in mainland China, Vietnam and Indonesia. In mainland China, the eClaims service was launched through WeChat, enabling customers to submit their claims via the popular messaging app, reducing the submission process from more than 1 week to 1 day.

In Japan, in 2016, we added a number of new bank partners to our existing bank network to further enhance our distribution reach. We also piloted our agency transformation program, which helps to enable our agents to build long lasting customer relationships as trusted advisors and deliver holistic product offerings. Building on 2015’s advertising campaign featuring the Mazinger Z robot, we launched a sequel with a focus on raising awareness of the Manulife brand and our retirement solutions.

In Hong Kong, we also commenced our 15-year exclusive Mandatory Provident Fund (“MPF”) distribution partnership with Standard Chartered Bank and completed the related acquisition of its existing pension businesses. This, combined with continued organic growth, strengthened our market position and in the fourth quarter Manulife became the largest MPF scheme sponsor measured by both assets under management and net cash flows 3 . To support our advisors and facilitate holistic sales processes we also launched our digital financial planning and electronic point of sales technology which facilitates end-to-end paperless transactions.

 

1   “Best Integrated Social Campaign” at the 2016 Silver Bowl Awards from the global Life Insurance and Market Research Association (LIMRA).
2   As at 3Q16.
3   The Gadbury Group MPF Market Shares Report as of December 2016.

 

28          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


In Singapore, in 2016, with the launch of our exclusive bancassurance partnership with DBS, which augmented growth in other channels, we achieved 21% market share 1 , and became the #1 life insurer in bancassurance based on annualized premium equivalent sales 1 . Our and DBS’s joint focus on customer experience has been underpinned by streamlined new business processes, platform enhancements and integration of digital tools. We also launched the first pure-play U.S. office REIT listing in Singapore, which has strengthened our brand and banking distribution partnerships.

In Indonesia, in 2016, we introduced the country’s first fully online end-to-end mutual fund transactions solution to deliver a market-leading customer engagement experience.

In Cambodia, in 2016, we have continued to extend our distribution reach with the signing of bancassurance agreements with ABA Bank and Foreign Trade Bank of Cambodia. With the addition of these agreements, Manulife has activated five bancassurance partnerships in the country since we began operations in 2012.

As noted in the “Capital Management Framework” section below, we also accessed the Asian capital markets for the first time, including debt issuances in Singapore and Taiwan.

 

1   As at 3Q16. Source: Life Insurance Association Singapore.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         29


Canadian Division

Serving one in three adult Canadians, we are a leading financial services organization in Canada. We offer a diverse range of protection, estate planning, investment and banking solutions through a diversified multi-channel distribution network, meeting the needs of a broad marketplace, supported by a team of more than 10,000 employees.

In our Insurance business, we offer broad-based insurance solutions to middle- and upper-income individuals, families, and business owners through a combination of competitive products, professional advice and quality customer service. Products include universal life, term life, whole life and living benefits products. We also provide group life, health and disability insurance solutions to Canadian employers; more than 21,000 Canadian businesses and organizations entrust their employee benefit programs to Manulife’s Group Benefits. Life, health and specialty products, such as travel insurance, are also offered through alternative distribution channels, including sponsor groups and associations, as well as direct-to-customer marketing.

Our Wealth business offers a range of investment products and services to customers that span the investor spectrum, from those just starting to build their financial portfolio to individuals and families with complex retirement and estate planning needs. We provide personalized investment management, private banking and estate solutions to affluent clients. Manulife Bank offers flexible debt and cash flow management solutions as part of a customer’s financial plan. We also provide Group Retirement solutions to more than 9,000 Canadian employers, through defined contribution plans, deferred profit sharing plans, non-registered savings plans and employee share ownership plans.

In 2016, Canadian Division contributed 19% of the Company’s total premiums and deposits and, as at December 31, 2016, accounted for 24% of the Company’s assets under management and administration.

Financial Performance

Canadian Division’s net income attributed to shareholders was $1,486 million in 2016 compared with $480 million in 2015. Net income attributed to shareholders is comprised of core earnings, which was $1,384 million for 2016 compared with $1,252 million for 2015, and items excluded from core earnings, which amounted to a net gain of $102 million for 2016 compared with a net charge of $772 million in 2015.

The $132 million increase in core earnings over the prior year is primarily due to improved policy holder experience, and higher fee income on the Company’s wealth and asset management business from higher asset levels. The year-over-year increase of $874 million in items excluded from core earnings was primarily driven by the improved impact of market-related factors including interest rates and equity markets, as well as higher oil and gas prices.

The table below reconciles net income attributed to shareholders to core earnings for the Canadian Division for 2016, 2015 and 2014.

 

For the years ended December 31,

($ millions)

   2016      2015     2014          

Core earnings (1)

   $ 1,384       $   1,252      $ 927     

Items to reconcile core earnings to net income attributed to shareholders:

         

Investment-related experience related to fixed income trading, market value increases in excess of expected alternative assets investment returns, asset mix changes and credit experience

     (114      (391     1     

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (2)

     270         (283     51     

Impact of a recapture of a reinsurance treaty and in-force product changes (3)

             (40     24     

Net impact of acquisitions and divestitures

     (54      (59         

Tax items

             1                  

Net income attributed to shareholders

   $   1,486       $ 480      $   1,003           
(1)  

Core earnings is a non-GAAP measure. See “Performance and Non-GAAP Measures” below. The 2015 earnings on assets backing capital allocated to each operating segment have been restated to align with the methodology used in 2016.

(2)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions. The gain of $270 million in 2016 (2015 – $283 million charge) consisted of a $97 million gain (2015 – $81 million charge) on general fund equity investments supporting policy liabilities, a $277 million gain (2015 – $148 million charge) related to fixed income reinvestment rates assumed in the valuation of policy liabilities, nil (2015 –$1 million gain) related to unhedged variable annuities and a $104 million charge (2015 – $55 million charge) related to variable annuity guarantee liabilities that are dynamically hedged. The amount of variable annuity guaranteed value that was dynamically hedged at the end of 2016 was 85% (2015 – 88%). Our variable annuity guarantee dynamic hedging strategy is not designed to completely offset the sensitivity of policy liabilities to all risks associated with the guarantees embedded in these products.

(3)  

The $40 million charge in 2015 relates to the recapture of reinsurance treaties.

Sales

Insurance sales were $693 million in 2016, 16% lower than 2015 levels. Retail Insurance sales in 2016 of $235 million increased by 30% compared with 2015 driven by higher universal life sales in anticipation of regulatory changes. Institutional Markets sales for the full year 2016 of $458 million decreased 29% compared with 2015 primarily due to fewer sales at the large end of the group benefits market. Market activity was down in 2016 whereas there were two very large sales in 2015. We also experienced lower sales at the small end of the market due to pricing actions we took to address deteriorating claims experience.

Wealth and Asset Management gross flows in 2016 were $17.0 billion, an increase of $0.5 billion or 3% compared with 2015 reflecting continued strong growth in mutual funds. We reported net flows in 2016 of $3.8 billion, down from $5.5 billion in 2015 due to lower group retirement gross flows and increased mutual fund and group retirement redemptions. Assets under management for our WAM businesses at December 31, 2016 were $110 billion, an increase of 9% compared with December 31, 2015, driven by

 

30          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


positive net flows and investment returns over the past year in our mutual fund and Group Retirement Solutions (“GRS”) businesses. Mutual Funds’ full year gross flows of $9.8 billion in 2016 increased $1.1 billion or 13% compared with 2015, driven by successful sales campaigns and positive fund performance. GRS gross flows of $7.2 billion in 2016 decreased 8% or $0.6 billion compared with 2015 due to lower sales in the large case segment compared with our record year in 2015.

Other Wealth sales were $3.2 billion in 2016, a decrease of $0.4 billion or 11% over 2015, driven by changes in our higher risk segregated fund products earlier this year. As a result of these changes, segregated fund product 1 sales in 2016 were $2.5 billion, a decrease of 15% compared with 2015. Fixed product sales in 2016 were $716 million, an increase of 10% compared with 2015, primarily due to higher structured settlement sales.

Manulife Bank net lending assets were $19.5 billion as at December 31, 2016, in line with December 31, 2015, as growth continued to be challenged by competitive pressures in the residential mortgage market.

Sales

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Retail markets

   $ 235       $ 181       $ 167   

Institutional markets

     458         644         411   

Insurance products

   $ 693       $ 825       $ 578   

Wealth and asset management gross flows

   $   17,023       $   16,474       $   10,477   

Other wealth products

     3,219         3,609         2,048   

Revenue

Revenue of $12.7 billion in 2016 increased $2.6 billion from $10.1 billion in 2015. Revenue before net realized and unrealized gains and losses of $12.4 billion in 2016 increased $1.6 billion from $10.8 billion in 2015 due to higher premium income. Other income was $3.5 billion, up $0.4 billion from $3.1 billion in 2015, reflecting higher reinsurance treaty revenue.

Revenue

 

As at December 31,

($ millions)

   2016      2015      2014  

Net premium income

   $ 4,972       $ 4,430       $ 3,728   

Investment income

     3,938         3,247         3,298   

Other revenue

     3,480         3,124         2,611   

Revenue before net realized and unrealized gains (losses)

     12,390         10,801         9,637   

Net realized and unrealized gains (losses) (1)

     317         (736      4,136   

Total revenue

   $   12,707       $   10,065       $   13,773   
(1)  

See “Financial Performance – Impact of Fair Value Accounting” above.

Premiums and Deposits

Premiums and deposits of $30.0 billion in 2016 were 2% higher than the 2015 level of $29.3 billion, reflecting strong mutual fund deposits and Retail Insurance sales. Insurance products’ premiums and deposits in 2016 were $12.4 billion, or 7%, above the prior year due to higher Retail Insurance sales and Group Benefits single premium deposits. Premiums and deposits for wealth and asset management businesses and other wealth products were $17.0 billion and $3.2 billion, respectively, compared with $16.5 billion and $3.6 billion, respectively, in 2015.

Premiums and Deposits

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Insurance products

   $ 12,380       $ 11,551       $ 10,508   

Wealth and asset management products

     17,023         16,474         10,477   

Other wealth products

     3,219         3,609         2,052   

Less: mutual funds held by segregated funds

     (2,626      (2,290      (1,418

Total premiums and deposits

   $   29,996       $   29,344       $   21,619   

 

1  

Segregated fund products include guarantees. These products are also referred to as variable annuities.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         31


Assets under Management

Assets under management of $234.8 billion as at December 31, 2016 grew by $15.6 billion or 7% from $219.2 billion at December 31, 2015, driven by strong growth in wealth and asset management businesses.

Assets under Management

 

As at December 31,

($ millions)

   2016      2015      2014  

General fund

   $ 110,343       $ 103,496       $ 85,070   

Segregated funds

     97,220         92,447         57,028   

Mutual and other funds

     50,177         44,884         33,411   

Less: mutual funds held by segregated funds

     (22,983      (21,587      (16,605

Total assets under management

   $   234,757       $   219,240       $   158,904   

Strategic Direction

Manulife Canada is focused on building holistic and long-lasting customer relationships to meet customer needs by offering comprehensive solutions. We do this by expanding and integrating our wealth, insurance and banking solutions and by leveraging the strength of our group business franchise and the breadth of our product portfolio in order to meet consumers’ needs. Through data-driven marketing and predictive analytics, we will further enhance our understanding of customers’ needs to deliver an optimized customer experience.

Shifting demographics, increasing use of technology and growing trends toward wellness programs are redefining the Canadian financial services landscape. We continue to focus on improving customer experience by increasingly engaging customers on digital platforms and simplifying processes.

In 2016, we launched a number of customer-focused initiatives:

 

   

Manulife Vitality, an innovative approach to life insurance, encourages and supports our customers to live healthy lives. Garmin and Goodlife Fitness have partnered with us to deliver this rewards-based program;

   

Initiatives to modernize insurance, such as being the first insurance company to offer insurance to Canadians with human immunodeficiency virus (HIV); reducing the number of medical tests required for Term policy applications, and significantly reducing the proportion of applicants tested for nicotine;

   

Financial Wellness Assessment, an interactive online experience to help group retirement plan members ensure their finances are ready today and for the future;

   

Retirement Redefined supports future retirees in planning for a long and healthy retirement by providing an engaging, interactive digital solution and resources to plan for their insurance and savings needs;

   

Our Customer 360 View program was introduced to Manulife Bank, Manulife Securities and Manulife Private Wealth businesses to enhance the single view of our customers, allowing us to provide more holistic service to our customers based on their needs;

   

Manulife Group Benefits DrugWatch TM program was integrated with our Specialty Drug Care and Prior Authorization programs to better manage higher cost specialty drugs and to help plan sponsors offer them to members at a lower cost;

   

Manulife Ideal Signature Select, a new segregated fund solution, addresses client needs for asset accumulation and preservation through diversification and capital and estate protection;

   

Manulife Securities’ Advisor Managed Program, a structured investment money management platform available to approved advisors with Manulife Securities, where all investments can be held in the same account and there is no need for the client to sign off on trades, so there is significant time savings for clients and advisors; and

   

Manulife Bank’s Touch ID (finger print authentication) and Interac Flash ® access cards allow bank customers easy and convenient access to information and their money.

Our purpose is to help people achieve their dreams and aspirations, by putting the customers’ needs first and providing the right advice and solutions. To accomplish this, we continue to develop customer focused initiatives that allow us to deliver on building holistic and long-lasting customer relationships to meet customer needs.

 

32          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


U.S. Division

Operating under the John Hancock brand in the U.S., our product suite includes wealth management and insurance products and is distributed primarily through affiliated and non-affiliated licensed financial advisors. We have a team of approximately 6,700 employees and our affiliated broker/dealer, Signator Investors, Inc., is comprised of a national network of independent firms with close to 2,200 registered representatives.

John Hancock Wealth Management offers a broad range of products and services focused on individuals and business markets, as well as institutional oriented products. John Hancock Investments (“JH Investments”) offers a variety of mutual funds, Undertakings for Collective Investment in Transferrable Securities (“UCITS”), exchange traded funds (“ETF”), and 529 College Savings plans. John Hancock Retirement Plan Services (“JH RPS”) provides employer sponsored retirement plans for companies ranging from start-ups to some of the largest corporations in America as well as servicing personal retirement accounts for former client employees. We also manage an in-force block of fixed deferred, variable deferred, and payout annuity products.

John Hancock Insurance (“JH Insurance”) offers a broad portfolio of insurance products, including universal, variable, whole, and term life insurance designed to provide estate, business, income protection and retirement solutions for high net worth and emerging affluent markets. We also manage an in-force block of long-term care insurance which is designed to cover the cost of long-term services and support, including personal and custodial care in a variety of settings such as the home, a community organization, or other facility in the event of an illness, accident, or through the normal effects of aging. Effective December 2, 2016, we discontinued new sales of our stand-alone retail individual long-term care product.

In 2016, U.S. Division contributed 46% of the Company’s total premiums and deposits and, as at December 31, 2016, accounted for 56% of the Company’s assets under management and administration.

Financial Performance

U.S. Division reported net income attributed to shareholders of $1,134 million in 2016 compared with $1,460 million in 2015. Net income attributed to shareholders is comprised of core earnings, which was $1,615 million in 2016 compared with $1,466 million in 2015, and items excluded from core earnings, which amounted to a net charge of $481 million in 2016 compared with a net charge of $6 million in 2015. The strengthening of the U.S. dollar compared with the Canadian dollar accounted for $52 million of the increase in full year core earnings.

Expressed in U.S. dollars, the functional currency of the division, 2016 net income attributed to shareholders was US$865 million compared with US$1,138 million in 2015, core earnings was US$1,218 million compared with US$1,149 million in 2015, and items excluded from core earnings were a net charge of US$353 million compared with a net charge of US$11 million in 2015.

Core earnings increased by US$69 million or 6% compared with 2015, primarily driven by a US$52 million release of tax provisions as a result of closing certain tax years and the improved policyholder experience in the second half of 2016 as a result of changes to long-term care assumptions (see below in “2016 Review of Actuarial Methods and Assumptions”). In addition, lower amortization of deferred acquisition costs on in-force variable annuity business were partially offset by the impact of lower insurance sales and lower fee income in WAM businesses from fee compression in our pension business and changes in business mix. The unfavourable variance of US$342 million in items excluded from core earnings related to investment-related experience losses compared with gains in 2015 as well as the write-off of a distribution network intangible asset in JH LTC.

The table below reconciles net income attributed to shareholders to core earnings for the U.S. Division for 2016, 2015 and 2014.

 

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

Core earnings (1)

   $ 1,615       $ 1,466       $ 1,383         $ 1,218       $ 1,149       $ 1,252     

Items to reconcile core earnings to net income attributed to shareholders:

                     

Investment-related experience related to fixed income trading, market value increases in excess of expected alternative assets investment returns, asset mix changes and credit experience

     149         (125      482           122         (91      447     

Direct impact of equity markets and interest rates and variable annuity guarantee liabilities (2)

     (516      164         282           (388      117         247     

Integration costs and intangible distribution network write-off (3)

     (114      (45                (87      (37                

Net income attributed to shareholders

   $   1,134       $   1,460       $   2,147         $   865       $   1,138       $   1,946           

 

(1)  

Core earnings is a non-GAAP measure. See “Performance and Non-GAAP Measures” below. The 2015 earnings on assets backing capital allocated to each operating segment have been restated to align with the methodology used in 2016.

(2)  

The direct impact of equity markets and interest rates is relative to our policy liability valuation assumptions and includes changes to interest rate assumptions. Our variable annuity guarantee dynamic hedging strategy is not designed to completely offset the sensitivity of policy liabilities to all risks associated with the guarantees embedded in these products. The US$388 million charge in 2016 (2015 – US$117 million gain) consisted of a US$86 million charge (2015 – US$17 million charge) related to variable annuities that are dynamically hedged, a US$5 million gain (2015 – US$71 million charge) on general fund equity investments supporting policy liabilities, a

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         33


  US$16 million charge (2015 – US$76 million charge) related to variable annuities that are not dynamically hedged, and a US$291 million charge (2015 – US$281 million gain) related to fixed income reinvestment rates assumed in the valuation of policy liabilities. The amount of variable annuity guaranteed value that was dynamically hedged or reinsured at the end of 2016 was 94% (2015 – 94%).
(3)  

The 2016 charge of $87 million relates primarily to the intangible asset distribution network write-off in the JH Long Term Care business. The 2015 charge of US$37 million related to one-time integration costs associated with the acquisition of NYL RPS business.

Sales and Gross Flows

Insurance sales in 2016 of US$459 million declined 6% compared with 2015 reflecting continued headwinds from the industry trend back towards products with guaranteed features which we have purposely de-emphasized in our product portfolio. We recorded strong double digit growth in sales of term and international products, two of our key products emphasized for growth. JH Life sales of US$417 million in 2016 decreased 7% from the prior year as the competitive pressures highlighted above more than offset growth in term and international sales and the positive trends emerging in Vitality, our innovative health engagement rider. JH Long Term Care 2016 sales of US$42 million increased 2% from the prior year as sales benefited from the biennial inflation buy-up activity in the U.S. Federal program offset by lower group and retail sales. Effective December 2, 2016, we discontinued new sales of our stand-alone retail individual long-term care product.

Wealth and Asset Management gross flows in 2016 were US$49.4 billion, an increase of 5% compared with 2015, due to strong mid-market pension sales reflecting a full year of sales from the NYL RPS business acquired in April 2015 offset by lower mutual fund sales. Normalizing for the NYL RPS acquisition, annual gross flows were 1% higher than the prior year. Net outflows were US$1.6 billion for the year, compared with net inflows of US$9.5 billion in 2015.

JH Investments gross flows of US$26.2 billion in 2016 decreased 7% compared with 2015. While fund performance improved in 4Q16, our overall sales environment was challenged throughout 2016 by the underperformance of a few key funds earlier in the year, customers’ reduced appetite for actively managed solutions, and advisors’ focus on impending implementation of the Department of Labor’s (“DOL”) Fiduciary Rule. Net outflows were US$1.1 billion in 2016 compared with net inflows of US$10.4 billion in 2015 reflecting our lower gross flows and increased redemptions due to the reasons listed above. Assets under management increased 6% from December 31, 2015 to US$88.5 billion as at December 31, 2016.

JH Retirement Plan Services gross flows of US$23.2 billion in 2016 were up 22% compared with 2015 or 11% when normalizing for the NYL RPS acquisition. This was driven primarily by strong mid-market sales, which demonstrated the strength of our expanded capabilities. Net outflows were US$537 million in 2016 compared with net outflows of US$905 million in the prior year. The improvement reflects strong mid-market sales and ongoing contributions which were more than offset by higher mid-market plan terminations unrelated to the business acquired from NYL due to intense pricing and competitive pressures as well as changes in plans’ trustee and/or advisor.

Sales

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

Insurance products

   $ 608       $ 625       $ 554         $ 459       $ 488       $ 501     

Wealth and asset management products

       65,448           60,567           41,488             49,364           47,180           37,570           

Revenue

Total revenue in 2016 of US$15.5 billion increased US$7.8 billion compared with 2015 primarily driven by the non-recurrence of the Closed Block reinsurance transaction as well as favourable realized and unrealized gains and losses in 2016 compared with 2015. Revenue before net realized and unrealized investment gains (losses) and the impact of the Closed Block reinsurance transaction was down US$754 million from 2015 as reduced premium income was partially offset by higher other revenue and investment income in Insurance.

Revenue

For the years ended December 31,

($ millions)

  Canadian $           US $          
  2016     2015     2014           2016     2015     2014          

Net premium income excluding the Closed Block reinsurance transaction (1)

  $ 6,987      $ 7,910      $ 6,733        $ 5,287      $ 6,183      $ 6,092     

Investment income

    6,946        6,569        6,198          5,246        5,145        5,610     

Other revenue

    5,591        5,350        4,531          4,223        4,182        4,102           

Revenue before items noted below

    19,524          19,829          17,462            14,756          15,510          15,804     

Net realized and unrealized gains (losses) (2)

    1,034        (1,884     11,271          790        (1,621     10,154     

Premium ceded, net of ceded commissions and additional consideration relating to Closed Block reinsurance transaction (1)

           (7,996                     (6,109               

Total revenue

  $   20,558      $ 9,949      $ 28,733        $ 15,546      $ 7,780      $ 25,958           
(1)  

For the purpose of comparable period-over-period reporting, we exclude the $8 billion (US$6.1 billion) impact of the Closed Block reinsurance transaction, which is shown separately, for full year 2015. For other periods as applicable, amounts in this line equal the “net premium income” in note 19 of the Consolidated Financial Statements.

(2)  

See “Financial Performance – Impact of Fair Value Accounting” above.

 

34          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Premiums and Deposits

U.S. Division total premiums and deposits for 2016 were US$56 billion, an increase of 2% compared with 2015. Premiums and deposits for insurance products of US$6.2 billion decreased 6% compared with 2015 as sales activity was dampened by competitive pressures. Premiums and deposits for wealth and asset management products were US$49.4 billion, an increase of 5% compared with 2015, reflecting strong deposits in JH RPS from the mid-market business partially offset by lower mutual fund deposits. In other wealth products, premiums and deposits declined 63% due to our reinsuring the remaining 10% of the fixed deferred annuity block in early 2016.

Premiums and Deposits

For the years ended December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

Insurance products (1)

   $ 8,267       $ 8,528       $ 7,368         $ 6,239       $ 6,667       $ 6,665     

Wealth and asset management products

     65,448         60,567         41,488           49,364         47,180         37,570     

Other wealth products (Annuities)

     557         1,523         1,297           435         1,191         1,176           

Total premiums and deposits

   $   74,272       $   70,618       $   50,153         $   56,038       $   55,038       $   45,411           
(1)  

For the purpose of comparable period-over-period reporting, the impact of the 3Q15 Closed Block reinsurance transaction is excluded from insurance products premiums in this table. This transaction resulted in a net ceded premium (negative premium) of approximately $8.0 billion (US$6.1 billion) for the full year 2015.

Assets under Management and Administration

U.S. Division assets under management and administration as at December 31, 2016 were US$406.2 billion, up 5% from December 31, 2015. The increases were driven by investment income and the impact of favourable equity markets on the valuation of mutual fund investments, partially offset by the continued runoff of our Annuities business.

Assets under Management and Administration

As at December 31,

($ millions)

   Canadian $            US $          
   2016      2015      2014            2016      2015      2014          

General fund

   $ 152,040       $ 149,319       $ 135,173         $ 113,240       $ 107,883       $ 116,520     

Segregated funds

     191,391         194,291         174,397           142,548         140,377         150,330     

Mutual funds and other

     119,486         116,427         87,450           88,993         84,117         75,382           

Total assets under management

     462,917         460,037         397,020           344,781         332,377         342,232     

Other assets under administration

     82,433         77,910         1,509           61,396         56,290         1,301           

Total assets under management and administration

   $   545,350       $   537,947       $   398,529         $   406,177       $   388,667       $   343,533           

Strategic Direction

John Hancock is focused on building out our wealth products and advice services, developing a modernized insurance purchase and ownership experience that appeals to a wider demographic, and engaging with our customers in client-focused formats that incorporate our digital capabilities and customer insights.

Throughout 2016, John Hancock continued to enhance our personalized and holistic services to support our clients. This included making certain products available directly to clients, rewarding clients for making healthy decisions, and providing solutions that meet the needs of a broader demographic.

JH Investments’ unique approach to asset management enables us to provide a diverse set of investments backed by some of the world’s best managers, along with strong risk-adjusted returns across asset classes. Our performance is the result of our manager-of-managers model and our focus on finding and overseeing the best portfolio teams. We also offer ETFs both as a complement to the actively managed funds and in response to investors’ changing preferences. In 2016, JH Investments:

 

   

Launched 4 environmental, social and governance (“ESG”) funds for investors that integrate ESG issues with fundamental stock research;

   

Added 6 new strategic ETF’s, bringing the total to 12 differentiated multi-factor investment strategies;

   

Increased the number of platforms through which customers may buy our ETFs; and

   

Started selling a suite of Undertakings for Collective Investments in Transferable Securities (“UCITS”) to make our funds available to non-residents of the U.S.

JH RPS successfully expanded to the mid- and large-plan market segments in 2016, enabled by the capabilities acquired through the successful integration of the New York Life retirement plan services business purchased in 2015. We continued to maintain our focus on the small plan market.

JH Insurance continued to expand our wellness-linked life insurance program through our exclusive partnership with Vitality, the global leader in integrating wellness benefits with life insurance products. By making healthy food and activity choices in a process that encourages customer engagement with John Hancock, clients participating in the Vitality program earn rewards towards their

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         35


insurance premiums and discounts with health-based retailers. In addition, we launched a lower-cost term life insurance product, which is a direct-to-consumer insurance option for individuals who are not purchasing through an agent and a product that simplified and expedited the underwriting requirements for eligible clients.

In response to industry trends and stagnant consumer demand, in the fall of 2016 we announced that we will discontinue new sales of our stand-alone individual long-term care product. This decision does not have a material impact on our on-going earnings. We are committed to serving our existing customers and honoring our obligations to our over 1.2 million long-term care policyholders. We intend to continue to offer long-term care coverage as an accelerated benefit rider to our wide range of life insurance products, an increasingly popular alternative to stand-alone long-term care insurance policies in recent years.

John Hancock’s broker-dealer, Signator Investors, Inc., successfully completed the acquisition of Transamerica Financial Advisors (“TFA”) in 2016, moving Signator into the top 15 broker-dealers in the U.S. by advisor headcount, expanding its customer reach in every state in the country, and broadening its distribution opportunities through TFA’s established bank-channel relationships.

 

36          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Corporate and Other

Corporate and Other is comprised of investment performance on assets backing capital, net of amounts allocated to operating divisions, financing costs, Investment Division’s external asset management business (Manulife Asset Management), our Property and Casualty (“P&C”) Reinsurance business; and our run-off reinsurance business lines including variable annuities and accident and health.

For segment reporting purposes the impact of updates to actuarial assumptions, settlement costs for macro equity hedges and other non-operating items are included in this segment’s earnings. This segment is also where we reclassify favourable investment-related experience to core earnings from items excluded from core earnings, subject to certain limits (see “Performance and Non-GAAP Measures” below). In each of the other segments, we report all investment-related experience in items excluded from core earnings.

In 2016, Corporate and Other contributed 11% of the Company’s premiums and deposits and, as at December 31, 2016, accounted for 8% of the Company’s assets under management and administration.

Financial Performance

Corporate and Other reported a net loss attributed to shareholders of $832 million for 2016 compared with a net loss of $854 million for 2015. The net loss is comprised of core loss and items excluded from core loss. The core loss was $473 million in 2016 compared with $524 million in 2015; items excluded from core loss amounted to net charges of $359 million in 2016 compared with net charges of $330 million in 2015.

The $51 million decrease in core loss is largely due to the inclusion of $197 million of core investment gains in 2016 compared with nil in 2015 and $73 million in 2016 related to the release of provisions and interest on uncertain tax positions in the U.S. These gains were partially offset by $86 million lower investment income driven by higher interest expense due to debt issuances over the year and lower realized gains on available-for-sale equities, $75 million higher interest allocated to the divisions, $35 million higher expected macro hedging costs and higher expenses in Corporate and Other and strategic investments in our Manulife Asset Management business.

The table below reconciles the net loss attributed to shareholders to the core loss for Corporate and Other for 2016, 2015 and 2014.

 

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Core loss excluding expected cost of macro hedges and core investment gains

   $ (409    $ (298    $ (446

Expected cost of macro hedges

     (261      (226      (184

Investment-related experience included in core earnings

     197                 200   

Total core loss (1)

     (473      (524      (430

Items to reconcile core loss to net loss attributed to shareholders:

        

Direct impact of equity markets and interest rates (2)

     195         200         (94

Changes in actuarial methods and assumptions

     (453      (451      (198

Investment-related experience related to mark-to-market items (3)

     71         (39      14   

Reclassification to core investment-related experience above

     (197              (200

Impact of tax changes, integration and acquisition costs

     (8      (40        

Restructuring charges and other

     33                 12   

Net loss attributed to shareholders

   $   (832    $   (854)       $   (896

 

(1)  

This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below. The 2015 earnings on assets backing capital allocated to each operating segment have been restated to align with the methodology used in 2016.

(2)  

The direct impact of equity markets and interest rates included a loss of $120 million (2015 – gain of $234 million) on derivatives associated with our macro equity hedges and a gain of $370 million (2015 – gain of $5 million) on the sale of AFS bonds. Other items in this category netted to a charge of $55 million (2015 – charge of $39 million).

(3)  

Investment-related experience includes mark-to-market gains or losses on assets held in the Corporate and Other segment other than gains on AFS equities and seed money investments in new segregated or mutual funds.

Revenue

Revenue was $778 million for 2016 compared with $414 million in 2015. The favourable variance was primarily driven by realized gains on available-for-sale bonds, the release of interest on the resolution of tax related positions, and a consolidation adjustment related to interests in structured entities, partially offset by losses on the macro hedging program.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         37


Revenue

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Net premium income

   $ 87       $ 90       $ 77   

Investment income (loss) (1)

     653         130         (23

Other revenue

     545             190               263   

Revenue before net realized and unrealized investment gains (losses) and on the macro hedge program

       1,285         410         317   

Net realized and unrealized gains (losses) (2) and on the macro hedge program

     (507      4         (393

Total revenue

   $ 778       $ 414       $ (76

 

(1)  

Includes gains of $512 million (2015 – losses of $6 million) on the sale of AFS bonds.

(2)  

See “Financial Performance – Impact of Fair Value Accounting” above.

Premiums and Deposits

Premiums and deposits were $18.4 billion for 2016 compared with $22.2 billion reported in 2015. These amounts primarily relate to Investment Division’s external asset management business. (See “Investment Division” below)

Premiums and Deposits

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Life Retrocession

   $ 1       $ 2       $ 2   

Property and Casualty Reinsurance

     86         88         75   

Institutional and other deposits

     18,300         22,150         8,185   

Total premiums and deposits

   $   18,387       $   22,240       $   8,262   

Assets under Management

Assets under management of $75.7 billion as at December 31, 2016 (2015 – $71.6 billion) included assets managed by Manulife Asset Management on behalf of institutional clients of $79.7 billion (2015 – $71.2 billion) and the Company’s own funds of $3.8 billion (2015 – $7.6 billion), partially offset by a $7.8 billion (2015 – $7.2 billion) total company adjustment related to the reclassification of derivative positions net of the cash received as collateral on derivative positions. The decrease in the Company’s own funds primarily reflects the impact of higher assets allocated to the operating divisions and the payment of shareholder dividends, partially offset by net issuances of subordinated debt and preferred shares during the year.

Assets under Management

 

As at December 31,

($ millions)

   2016      2015     2014  

General fund

   $ (3,847    $ 485      $ 5,242   

Segregated funds – elimination of amounts held by the Company

     (177      (171     (202

Institutional advisory accounts

     79,760         71,237        41,573   

Total assets under management

   $   75,736       $   71,551      $   46,613   

Strategic Direction

With respect to our overall Company strategy, we have a matrix organization to ensure that we leverage our global scale and sharing of best practices. As such, we continue to add strength to our Group Functions as well as in the operating divisions in the areas of innovation, marketing and technology.

With respect to the businesses whose results are reported in the Corporate and Other results:

Our P&C Reinsurance business provides substantial retrocessional capacity for a very select clientele in the property and casualty reinsurance market. We continue to manage the risk exposures of this business in relation to the total Company balance sheet risk and volatility as well as the prevailing market pricing conditions.

The strategic direction for our Manulife Asset Management business is included in the “Investment Division” section that follows.

 

38          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Investment Division

Manulife’s Investment Division manages the Company’s general fund assets and, through Manulife Asset Management (“MAM”), provides comprehensive asset management and asset allocation solutions to institutional clients and investment funds, and investment management services to retail clients through Manulife and John Hancock product offerings.

We have expertise managing a broad range of investments including public and private bonds, public and private equities, commercial mortgages, real estate, power and infrastructure, timberland, farmland, and oil and gas. With a team of more than 3,400 employees, the Investment Division has a physical presence in key markets, including the United States, Canada, the United Kingdom, Hong Kong, Japan, and Singapore. In addition, MAM has a joint venture asset management business in mainland China, Manulife TEDA Fund Management Company Ltd.

General Fund

Our investment philosophy for the General Fund is to invest in an asset mix that optimizes our risk adjusted returns and matches the characteristics of our underlying liabilities. We follow a bottom-up approach which combines our strong asset management skills with an in-depth understanding of the characteristics of each investment. We invest in a diversified mix of assets, including a variety of alternative long-duration asset classes. Our diversification strategy has historically produced superior risk adjusted returns while reducing overall risk. We use a disciplined approach across all asset classes and we do not chase yield in the riskier end of the fixed income market. This strategy has resulted in a well-diversified, high quality investment portfolio, which has historically delivered strong investment-related experience through-the-cycle. Our risk management strategy is outlined in the “Risk Management” section below.

General Fund Assets

As at December 31, 2016, our General Fund invested assets totaled $321.9 billion compared with $307.5 billion at the end of 2015. The following charts show the asset class composition as at December 31, 2016 and December 31, 2015.

 

LOGO

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         39


Investment Income

 

For the year ended December 31, 2016

($ millions, unless otherwise stated)

   2016            2015  
   Income      Yield (1)            Income      Yield (1)  

Interest income

   $ 10,533         3.40      $ 10,114         3.40

Dividend, rental and other income

     2,277         0.70        1,893         0.60

Impairments

     (206      (0.10 %)         (633      (0.20 %) 

Other, including gains (losses) on sale of AFS debt securities

     786         0.20        91           

Investment income before realized and unrealized gains on assets supporting insurance and investment contract liabilities and on macro equity hedges

   $   13,390            $   11,465      

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on macro equity hedges

             

Debt securities

   $ 1,662         0.50      $ (3,957      (1.30 %) 

Public equities

     985         0.30        (513      (0.20 %) 

Mortgages and private placements

     92                   373         0.10

Alternative long-duration assets and other investments

     976         0.30        1,335         0.40

Derivatives, including macro equity hedging program

     (2,581      (0.80 %)         (300      (0.10 %) 
     $ 1,134            $ (3,062   

Total investment income

   $ 14,524         4.70      $ 8,403         2.90

 

(1)  

Yields are based on IFRS income and are calculated using the geometric average of assets held at IFRS carrying value during the reporting period.

In 2016, the $14.5 billion of investment income (2015 – $8.4 billion) consisted of:

 

   

$13.4 billion of investment income before net realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on macro equity hedges (2015 – $11.5 billion), and;

   

$1.1 billion of net realized and unrealized gains on assets supporting insurance and investment contract liabilities and on macro equity hedges (2015 – loss of $3.1 billion).

The $1.9 billion increase in net investment income before unrealized and realized gains was due to higher income of $0.8 billion primarily from higher interest and dividend income, $0.7 billion higher gains on surplus assets and $0.4 billion mainly from lower impairments on oil and gas properties in 2016.

The change in net realized and unrealized gains related to the changes in interest rates and equity markets. In 2016, the general decrease in the U.S. interest rates resulted in gains of $1.7 billion (2015 – losses of $4.0 billion) on debt securities. The increase in equity markets in 2016 resulted in gains of $1.0 billion (2015 – losses of $0.5 billion) on public equities supporting insurance and investment contract liabilities. Net losses of $2.6 billion on derivatives in 2016, including the macro equity hedging program, primarily related to losses on short equity contracts as a result of increases in major stock indices during the year.

As the measurement of insurance and investment contract liabilities includes estimates regarding future expected investment income on assets supporting the insurance and investment contract liabilities, only the difference between the mark-to-market accounting on the measurement of both assets and liabilities impacts net income. Refer to “Financial Performance” above.

Debt Securities and Private Placement Debt

We manage our high quality fixed income portfolio to optimize yield and quality while ensuring that asset portfolios remain diversified by sector, industry, duration, issuer, and geography. As at December 31, 2016, our fixed income portfolio of $198.4 billion (2015 – $185.4 billion) was 97% investment grade and 76% was rated A or higher (2015 – 97% and 77%, respectively). Our private placement debt holdings provide diversification benefits (issuer, industry, and geography) and, because they often have stronger protective covenants and collateral than debt securities, they typically provide better credit protection and potentially higher recoveries in the event of default. Geographically, 29% is invested in Canada (2015 – 29%), 47% is invested in the U.S. (2015 – 48%), 3% is invested in Europe (2015 – 4%) and the remaining 21% is invested in Asia and other geographic areas (2015 – 19%).

 

40          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Debt Securities and Private Placement Debt – by Credit Quality (1)

 

LOGO

 

(1)  

Reflects credit quality ratings as assigned by Nationally Recognized Statistical Rating Organizations (“NRSRO”) using the following priority sequence order: Standard & Poor’s, Moody’s, Dominion Bond Rating Service, Fitch, Rating and Investment Information, and Japan Credit Rating. For those assets where ratings by NRSRO are not available, disclosures are based upon internal ratings as described in the “Risk Management” and “Risk Factors” sections below.

 

As at December 31,

Per cent of carrying value

   2016            2015  
   Debt
securities
     Private
placement
debt
     Total            Debt
securities
     Private
placement
debt
     Total  

Government and agency

     43         10         38           44         11         39   

Utilities

     14         49         19           14         49         19   

Financial

     14         5         13           14         7         13   

Industrial

     6         9         7           6         8         6   

Consumer (non-cyclical)

     5         12         6           5         9         6   

Energy – Oil & Gas

     5         5         5           4         5         4   

Energy – Other

     3         1         3           3         2         3   

Basic materials

     2         3         2           2         3         2   

Consumer (cyclical)

     2         5         2           2         6         2   

Securitized (MBS/ABS)

     2         1         2           2                 2   

Telecommunications

     2                 1           2                 2   

Technology

     1                 1           1                 1   

Media and internet and other

     1                 1           1                 1   

Total per cent

     100         100         100           100         100         100   

Total carrying value ($ billions)

   $   168.6       $   29.8       $   198.4         $   157.8       $   27.6       $   185.4   

As at December 31, 2016, gross unrealized losses on our fixed income holdings were $3.5 billion or 2% of the amortized cost of these holdings (2015 – $3.0 billion or 2%). Of this amount, $35 million (2015 – $55 million) related to debt securities trading below 80% of amortized cost for more than 6 months. Securitized assets represented $23 million of the gross unrealized losses and $2 million of the amounts trading below 80% of amortized cost for more than 6 months (2015 – $18 million and none, respectively). After adjusting for debt securities held in participating policyholder and pass-through segments and the provisions for credit included in the insurance and investment contract liabilities, the potential impact to shareholders’ pre-tax earnings for debt securities trading at less than 80% of amortized cost for greater than 6 months was approximately $34 million as at December 31, 2016 (2015 – $46 million).

Mortgages

As at December 31, 2016, mortgages represented 14% of invested assets (2015 – 14%) with 61% of the mortgage portfolio invested in Canada (2015 – 63%) and 39% in the U.S. (2015 – 37%). As shown below, the overall portfolio is also diversified by geographic region, property type, and borrower. Of the total mortgage portfolio, 19% is insured (2015 – 20%), primarily by the Canada Mortgage and Housing Corporation (“CMHC”) – Canada’s AAA rated government backed national housing agency, with 43% of residential mortgages insured (2015 – 45%) and 3% of commercial mortgages insured (2015 – 4%).

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         41


As at December 31,

($ billions)

   2016            2015  
   Carrying value      % of total            Carrying value      % of total  

Commercial

             

Retail

   $ 8.2         18         $ 8.0         18   

Office

     7.3         17           7.1         16   

Multi-family residential

     4.8         11           4.6         11   

Industrial

     2.8         6           2.8         7   

Other commercial

     2.6         6           2.8         6   

Other mortgages

     25.7         58           25.3         58   

Manulife Bank single-family residential

     17.7         40           17.5         40   

Agricultural

     0.8         2           1.0         2   

Total mortgages

   $   44.2         100         $   43.8         100   

Our commercial mortgage loans are originated with a hold-for-investment philosophy. They have low loan-to-value ratios, high debt-service coverage ratios, and as at December 31, 2016 there were no loans in arrears. Geographically, of the total mortgage loans, 37% are in Canada and 63% are in the U.S. (2015 – 40% and 60%, respectively). We are diversified by property type and largely avoid risky market segments such as hotels, construction loans and second liens.

Non-CMHC Insured Commercial Mortgages (1)

 

As at December 31,    2016            2015  
   Canada      U.S.            Canada      U.S.  

Loan-to-Value ratio (2)

     64%         56%           62%         57%   

Debt-Service Coverage ratio (2)

     1.47x         1.90x           1.56x         2.01x   

Average duration

     4.2 years         6.4 years           3.7 years         6.2 years   

Average loan size ($ millions)

     $11.4         $17.1         $ 10.0       $ 16.1   

Loans in arrears (3)

     0.00%         0.00%           0.07%         0.00%   

 

(1)  

Excludes Manulife Bank commercial mortgage loans of $67 million (2015 – $50 million).

(2)  

Loan-to-Value and Debt-Service Coverage are based on re-underwritten cash flows.

(3)  

Arrears defined as over 90 days past due in Canada and over 60 days past due in the U.S.

 

42          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Public Equities

As at December 31, 2016, public equity holdings of $19.5 billion represented 6% (2015 – $17.0 billion and 5%) of invested assets and, when excluding participating policyholder and pass-through segments, represented 2% (2015 – 2%) of invested assets. The portfolio is diversified by industry sector and issuer. Geographically, 33% (2015 – 33%) is held in Canada, 37% (2015 – 37%) is held in the U.S., and the remaining 30% (2015 – 30%) is held in Asia, Europe and other geographic areas.

Public Equities – by Segment

 

LOGO

 

(1)  

Public equities denoted as pass-through are held by the Company to support the yield credited on equity-linked investment funds for Canadian life insurance products.

Alternative Long-Duration Assets (“ALDA”)

Our alternative long-duration asset portfolio is comprised of a diverse range of asset classes with varying degrees of correlations. The portfolio typically consists of private assets representing investments in varied sectors of the economy which act as a natural hedge against future inflation and serve as an alternative source of asset supply to long-term corporate bonds. In addition to being a suitable match for our long-duration liabilities, these assets provide enhanced long-term yields and diversification relative to traditional fixed income markets. The vast majority of our alternative long-duration assets are managed in-house.

As at December 31, 2016, alternative long-duration assets of $33.0 billion represented 10% (2015 – $31.6 billion and 10%) of invested assets. The fair value of total ALDA was $34.5 billion at December 31, 2016 (2015 – $32.7 billion). The carrying value and corresponding fair value by sector and/or asset type as follows:

 

As at December 31,

($ billions)

   2016             2015  
   Carrying value      Fair value             Carrying value      Fair value  

Real estate

   $ 14.1       $   15.3          $ 15.3       $   16.4   

Power and infrastructure

     6.7         6.7            5.3         5.3   

Private equity

     4.6         4.6            3.8         3.8   

Timberland

     3.7         3.7            3.6         3.6   

Oil & gas

     2.1         2.1            1.7         1.7   

Farmland

     1.3         1.6            1.5         1.5   

Other

     0.5         0.5            0.4         0.4   

Total ALDA

   $   33.0       $ 34.5          $   31.6       $ 32.7   

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         43


Real Estate

Our real estate portfolio is diversified by geographic region; of the total fair value of this portfolio, 59% is located in the U.S., 35% in Canada, and 6% in Asia as at December 31, 2016 (2015 – 63%, 31%, and 6%, respectively). This high quality portfolio has virtually no leverage and is primarily invested in premium urban office towers, concentrated in cities with stable growth, and highly diverse economies, in North America and Asia. The portfolio is well positioned with an average occupancy rate of 94% (2015 – 93%) and an average lease term of 6.1 years (2015 – 6.2 years). During 2016, we executed 5 acquisitions, representing $0.4 billion market value of commercial real estate assets (2015 – 6 acquisitions and $2.2 billion).

The segment composition of our real estate portfolio based on fair value is as follows:

 

LOGO

 

(1)  

These figures represent the fair value of the real estate portfolio. The carrying value of the portfolio was $14.1 billion and $15.3 billion at December 31, 2016 and December 31, 2015, respectively.

Power & Infrastructure

We invest both directly and through funds in a variety of industry specific asset classes, listed below. The portfolio is well diversified with over 300 portfolio companies. The portfolio is predominately invested in the U.S. and Canada, but also in the United Kingdom, Europe and Australia. Our power and infrastructure holdings are as follows:

 

LOGO

 

44          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Timberland & Farmland

Our timberland and farmland assets are managed by a proprietary entity, Hancock Natural Resources Group (“HNRG”). In addition to being the world’s largest timberland investment manager for institutional investors 1 , with timberland properties in the U.S., New Zealand, Australia, Chile, Canada and Brazil, HNRG also manages farmland properties in the U.S., Australia and Canada. In 2011, HNRG established a renewable energy business unit focused on investments in the bio-energy sector. The General Fund’s timberland portfolio comprised 23% of HNRG’s total timberland assets under management (“AUM”) (2015 – 19%). The farmland portfolio includes annual (row) crops, fruit crops, wine grapes, and nut crops. The General Fund’s holdings comprised 40% of HNRG’s total farmland AUM (2015 – 42%).

Private Equities

Our private equity portfolio of $4.6 billion (2015 – $3.8 billion) includes both directly held private equity and private equity funds. Both are diversified across vintage years and industry sectors.

Oil & Gas

This category is comprised of $0.9 billion (2015 – $0.8 billion) in our conventional Canadian oil and gas properties managed by our subsidiary, NAL Resources, and various other oil and gas private equity interests of $1.2 billion (2015 – $0.9 billion). Production mix for conventional oil and gas assets in 2016 was approximately 40% crude oil, 45% natural gas, and 15% natural gas liquids (2015 – 44%, 43%, and 13%, respectively). Private equity interests are a combination of both producing and mid-streaming assets.

In 2016, the carrying value of our oil and gas holdings, increased by $0.4 billion and the fair value increased by $0.4 billion, driven by the rebound in commodity prices.

In 2015, the fair value of our oil and gas investments declined by $0.6 billion, excluding the impact of currency, and as noted in the “Financial Performance” section, we reported $876 million of post-tax investment-related experience losses related to the sharp decline in oil and gas prices. The pre-tax investment-related experience loss in 2015 was greater than the fair value decline as the investment-related experience compares actual returns to expected returns used in the valuation of policy liabilities. Refer to “Critical Accounting and Actuarial Assumptions” below.

Manulife Asset Management

Manulife Asset Management (“MAM”) provides comprehensive asset management solutions to institutional clients (such as pension plans, foundations, endowments and financial institutions) and investment funds, and investment management services to retail clients through Manulife and John Hancock product offerings.

As at December 31, 2016, MAM had $460.7 billion of AUM compared with $433.9 billion at the end of 2015. This includes $80.1 billion (2015 – $71.5 billion) of comprehensive asset management and asset allocation solutions to institutional clients and $303.2 billion (2015 – $290.1 billion) of investment funds and investment management services to retail clients through Manulife and John Hancock product offerings, as well as $77.4 billion (2015 – $72.3 billion) related to our general fund assets.

In 2016, MAM AUM increased $26.8 billion from 2015 driven by positive market performance, significant institutional mandate wins and growth in general fund AUM, partially offset by currency translation losses on external clients AUM.

The following charts show the movement in AUM over the year as well as by asset class.

AUM Movement

 

($ billions)    2016      2015  

MAM External AUM, Beginning

   $   361.6       $   277.6   

Standard Life acquisition

             26.0   

Standard Chartered Bank’s MPF business acquisition

     1.9           

Gross Institutional flows

     18.3         22.1   

Institutional redemptions

     (9.8      (7.7

Net Institutional flows

     8.5         14.4   

Net Affiliate flows (1)

     0.5         0.8   

Asset transfers

     2.7         (2.8

Market impact

     15.4         0.9   

Currency impact

     (7.3      44.7   

MAM External AUM, Ending

     383.3         361.6   

General Fund AUM (managed by MAM), Beginning (2)

     72.3         54.4   

Net flows, market and currency impacts

     5.1         17.9   

General Fund AUM (managed by MAM), Ending (2)

     77.4         72.3   

Total MAM AUM

   $ 460.7       $ 433.9   

 

(1)  

Affiliate flows and redemptions related to activities of the three operating divisions (U.S., Canada and Asia)

(2)  

2015 beginning and ending General Fund assets have been restated to include the fair value of the real estate portfolios managed by MAM for comparative purposes.

 

1   Based on the global timber investment management organization ranking in the RISI International Timberland Ownership and Investment Database.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         45


Net Institutional and Affiliate Flows

In 2016, net institutional flows of $8.5 billion were primarily driven by sales from new and existing institutional clients in Canada, Asia and the U.S. led by strategic fixed income, liability-driven investing (LDI) and Canadian fixed income strategies. Affiliate net flows of $0.5 billion were primarily driven by strong flows from mutual funds across all regions and strong net flows from Asia retirement products and insurance, partially offset by net outflows from U.S. variable annuities and retirement products.

AUM Composition

 

As at December 31,

($ billions)

   2016      2015  

Affiliate / Retail (1) :

     

Fixed income

Balanced

Equity

Asset allocation (2)

Alternatives

   $

 

 

 

 

104.1

22.0

103.4

71.2

2.5

  

  

  

  

  

   $

 

 

 

 

93.2

22.6

94.7

77.5

2.1

  

  

  

  

  

       303.2         290.1   

Institutional:

Fixed income

Balanced

Equity

Asset allocation (2)

Alternatives

    

 

 

 

 

48.3

1.9

14.9

0.1

14.9

  

  

  

  

  

    

 

 

 

 

38.7

2.3

14.3

0.1

16.1

  

  

  

  

  

       80.1         71.5   

MAM External AUM

     383.3         361.6   

General Fund

Fixed income

Equity

Alternative long-duration assets (3)

    

 

 

42.0

14.9

20.5

  

  

  

    
 

 

36.6
13.7

22.0

  
  

  

General Fund AUM (managed by MAM)

     77.4         72.3   

Total MAM AUM

   $   460.7       $   433.9   

 

(1)  

Includes 49% of assets managed by Manulife TEDA Fund Management Company Ltd.

(2)  

Internally-managed asset-allocation assets included in other asset categories to eliminate double counting: $74.8 billion and $66.7 billion in 2016 and 2015, respectively, in Affiliate/Retail, and $0.04 billion and $0.4 billion in 2016 and 2015, respectively, in Institutional Advisory.

(3)

December 2015 comparative amounts for General Fund ALDA have been restated to include the fair value of the real estate portfolios managed by MAM.

Total MAM External AUM by Client Geography

We operate from offices in 16 countries and territories, managing local and international investment products for our global client base.

 

As at December 31,

($ billions)

   2016      %             2015      %  

U.S.

   $   217.4         57          $   220.4         61   

Canada

     100.4         26            87.2         24   

Asia region

     60.6         16            50.7         14   

Europe and other region

     4.9         1            3.3         1   

Total MAM External AUM

   $ 383.3         100          $ 361.6         100   

 

46          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Investment Performance

% of AUM Outperforming Benchmarks (1)

 

LOGO   As at December 31, 2016, overall investment performance has consistently exceeded our benchmarks on a 1, 3 and 5-year basis.  

 

(1)  

Investment performance is based on actively managed MAM Public Markets account-based, asset-weighted performance versus their primary internal targets, which includes accounts managed by portfolio managers of MAM. Some retail accounts are evaluated net of fees versus their respective Morningstar peer group. All institutional accounts and all other retail accounts are evaluated gross of fees versus their respective index.

(2)  

Includes balanced funds.

(3)  

Includes money market funds.

Long-term investment performance continued to be a differentiator for MAM, with the majority of public asset classes outperforming their benchmarks on a 1-, 3- and 5-year basis. At December 31, 2016, MAM had 112 Four- or Five-star Morningstar rated funds 1 , an increase of 17 funds since December 31, 2015. In 2015, the number of Four- or Five-star Morningstar rated funds increased by 23.

Strategic Direction

The demand for multi-asset class solutions, liability-driven investing (“LDI”), real assets, global and emerging market equities, and public and private fixed income persists as institutional and retail investors continue to seek higher risk-adjusted returns. MAM’s strategic priorities are designed to continue to capitalize on this demand by closely aligning our global wealth and asset management business and leveraging our skills and expertise across our international operations to build long-lasting customer relationships. MAM increased its ranking amongst global asset managers from 32 nd to 28 th largest asset manager by Pension & Investments’ institutional money manager survey as of December 31, 2015. The ranking, published in its May 30, 2016 issue, covered 604 global asset management firms. 2

MAM’s strategy is founded upon key differentiators: offering private and public multi-assets to holistically address client needs, providing alpha-focused active management in a boutique environment, and leveraging best-in-class global capabilities and expertise. This strategy is integral to Manulife’s overall strategy of continuing to build and integrate our global wealth and asset management businesses, as well as expand our investment and/or sales offices into key markets, not restricting ourselves to geographies where we currently have, or expect to have, insurance operations. Wealth and Asset Management is a truly global business – both in demand and supply. Customers in any given location have the desire for globally-sourced product, and customers with our global product will benefit from on-the-ground perspectives generated by our investment professionals situated in diverse parts of the world, but globally networked and supervised for quality control.

In 2016, we continued our efforts to expand our distribution footprint beyond where we have historically had insurance operations. We launched a Singapore-listed real estate investment trust (REIT), an innovative investment solution that leveraged Manulife’s global capabilities that allowed investors in Asia to access U.S.-based real estate properties. To support expansion into the European and Latin American markets, we expanded our London regional headquarters, including key hires in both the distribution and investment teams. To lead our expansion into the growing alternative asset space, we have appointed a new head of our liquid alternative investments team to broaden our range of absolute return and outcome-oriented capabilities, including stand-alone and multi-asset class strategy solutions.

See “Performance by Business Line” section below for additional information with respect to our globally diversified wealth and asset management franchise.

 

1   For each fund with at least a 3-year history, Morningstar calculates a Morningstar Rating based on a Morningstar Risk-Adjusted Return that accounts for variation in a fund’s monthly performance (including effects of sales charges, loads and redemption fees), placing more emphasis on downward variations and rewarding consistent performance. The top 10% of funds in each category, the next 22.5%, 35%, 22.5% and bottom 10% receive 5, 4, 3, 2 or 1 star, respectively. The overall Morningstar Rating for a fund is derived from a weighted average of the performance associated with its 3-, 5- and 10 year (if applicable) Morningstar Rating metrics. Past performance is no guarantee of future results. The overall rating includes the effects of sales charges, loads and redemption fees, while the load-waived does not. Load-waived rating for Class A shares should only be considered by investors who are not subject to a front-end sales charge.
2   Based on the institutional trade publication, Pension & Investments . Basis of measurement is institutional AUM.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         47


Performance by Business Line

Additional information for Wealth and Asset Management

Manulife has a globally diversified wealth and asset management (“WAM”) franchise spanning mutual funds, group retirement and savings products, and institutional asset management capabilities across all major asset classes. We have achieved strong growth through expanding our broad-based extensive distribution platforms in the U.S., Canada, Asia, and now Europe, and leveraging our global asset management expertise. With investment professionals on the ground in 16 countries, our deep local knowledge, and expertise in sought after asset classes such as alternative long-duration assets, positions us well for continued success. In addition to mutual fund businesses in 11 markets, we have leading retirement platforms in Canada, the U.S. and Hong Kong, and increased our presence in Indonesia and Malaysia. We continue to invest in these businesses, including the Standard Life and New York Life acquisitions in 2015 and Standard Chartered’s MPF and ORSO acquisition and distribution agreement in 2016.

We provide additional financial information by line of business, to supplement our existing primary disclosure based on geographic segmentation. This information is intended to facilitate assessment of the financial performance of our WAM businesses and allows for relevant comparisons to be made with global asset management peers. The supplemental information for WAM businesses includes an income statement, core earnings, core earnings before interest, taxes, depreciation and amortization (“core EBITDA”), net flows, gross flows and assets under management and administration (“AUMA”) 1 . Core EBITDA was selected as a key performance indicator for WAM businesses, as EBITDA is widely used among asset management peers, and core earnings is a primary profitability metric for the Company overall.

Wealth and Asset Management highlights

 

For the years ended December 31,

($ millions, unless otherwise stated)

   2016      2015      2014  

Core earnings (1)

   $ 629       $ 630       $ 502   

Core EBITDA (2)

     1,167         1,224         980   

Net flows

     15,265         34,387         18,335   

Gross flows

       120,450           114,686           69,164   

Assets under management (“AUM”) ($ billions)

     461         433         315   

Assets under management and administration (“AUMA”) (3) ($ billions)

     544         510         315   

 

(1)  

WAM core earnings by division are outlined in the section “Core earnings by line of business by division” below.

(2)  

Table below provides a reconciliation of core EBITDA to core earnings.

(3)  

Table below provides a continuity of AUMA.

Financial performance

In 2016, our global WAM businesses contributed $629 million to core earnings, in line with 2015. The core earnings contribution from higher fee income on higher asset levels as well as higher tax benefits in the U.S. were offset by changes in business mix, fee compression in the U.S. pension business and strategic investments to optimize our operational infrastructure and to expand our distribution reach in Europe and Asia.

In 2016, core EBITDA for our global WAM businesses was $1,167 million, higher than core earnings by $538 million. In 2015, core EBITDA was $1,224 million, higher than core earnings by $594 million. The decrease of $57 million in core EBITDA primarily reflects changes in business mix, fee compression in the U.S. pension business, and strategic investments to optimize our operational infrastructure and to expand our distribution reach in Europe and Asia, partially offset by higher fee income on higher asset levels.

Core EBITDA

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Core earnings

   $ 629       $ 630       $ 502   

Amortization of deferred acquisition costs and other depreciation

     336         327         237   

Amortization of deferred sales commissions

     103         106         90   

Core income tax (expense) recovery

     99         161         151   

Core EBITDA

   $   1,167       $   1,224       $   980   

 

1   Core earnings, core EBITDA, net flows, gross flows, assets under management, and assets under management and administration are non-GAAP measures. See “Performance and Non-GAAP Measures” below.

 

48          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


AUMA

In 2016, AUMA for our wealth and asset management businesses increased from $510 billion to $544 billion. Net flows accounted for $15 billion of the increase and the remaining $17 billion was related to positive market performance and the acquisition of Standard Chartered’s MPS and ORSO assets in Hong Kong. 2016 marked the 7th year of consecutive positive quarterly net flows in our WAM businesses. The positive net flows in 2016 were driven by our institutional advisory business and our mutual funds businesses in Asia and Canada, partially offset by outflows in our North American pension businesses as well as a challenging U.S. mutual fund environment and the underperformance of a few key funds earlier in the year. Net flows were $19 billion lower than in 2015, driven by outflows in U.S. mutual funds and lower institutional sales.

AUMA

 

For the years ended December 31,

($ billions)

   2016      2015      2014  

Balance January 1,

   $ 510       $ 315       $ 259   

Acquisitions

     2         109           

Net flows

     15         34         18   

Impact of markets and other

     17         52         38   

Balance December 31,

   $   544       $   510       $   315   

Additional information by business line

The following tables provide additional information on our core earnings by WAM, Insurance and Other Wealth for each of the divisions. Other Wealth consists of variable and fixed annuities, single premium products sold in Asia, and Manulife Bank in Canada 1 and Insurance includes all individual and group insurance businesses.

Financial Performance

As noted above, in 2016 our global WAM businesses contributed $629 million to core earnings, in line with 2015.

Core earnings in our global insurance businesses in 2016 was $2,492 million, an increase of 19% compared with 2015. The increase was primarily a result of higher sales and in-force growth in Asia and the strengthening of the U.S. dollar and Japanese yen compared with the Canadian dollar.

Core earnings in our global other wealth businesses in 2016 was $1,368 million, an increase of 10% compared with 2015. The increase was primarily related to strong sales in Asia, lower amortization of deferred acquisition costs and the release of tax and related provisions in the U.S. as well as the strengthening of the U.S. dollar compared with the Canadian dollar.

Core earnings by line of business

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Wealth and Asset Management

   $ 629       $ 630       $ 502   

Insurance

     2,492         2,097         1,864   

Other Wealth

     1,368         1,245         965   

Corporate and Other (1)

     (468      (544      (443

Total core earnings

   $   4,021       $   3,428       $   2,888   

 

(1)  

Excludes Manulife Asset Management results that are included in WAM.

 

1   Manulife Bank new loan volumes are no longer being reported as sales.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         49


Core earnings by line of business by division

 

For the years ended December 31,

($ millions)

   2016      2015      2014  

Wealth and Asset Management (1)

        

Asia

   $ 175       $ 159       $ 126   

Canada

     161         141         100   

U.S.

     298         310         263   

Corporate and Other (2)

     (5      20         13   

Total Wealth and Asset Management

     629         630         502   

Insurance

        

Asia

     994         811         667   

Canada

     763         621         471   

U.S.

     735         665         726   

Total Insurance

     2,492         2,097         1,864   

Other Wealth (3)

        

Asia

     327         264         215   

Canada

        

Manulife Bank

     114         123         123   

Canada excluding Manulife Bank

     345         367         233   

Total Canada

     459         490         356   

U.S.

     582         491         394   

Total Other Wealth

     1,368         1,245         965   

Corporate and Other (4)

     (468      (544      (443

Total core earnings

   $   4,021       $   3,428       $   2,888   

 

(1)  

Wealth and Asset Management is comprised of our fee-based global WAM businesses that do not contain material insurance risk including: mutual funds, group retirement and institutional asset management.

(2)  

Corporate and Other results are net of internal allocations to other divisions.

(3)  

Other Wealth includes variable and fixed annuities, single premium products sold in Asia and Manulife Bank.

(4)  

A portion of core earnings from Investment Division has been included in Wealth and Asset Management.

AUMA by line of business

AUMA as at December 31, 2016 was a record for Manulife of $977 billion, an increase of $42 billion, or 6% on a constant currency basis, compared with December 31, 2015. The WAM portion of AUMA was $544 billion and increased $33.4 billion. The increase was driven by investment returns and continued positive net flows.

 

As at December 31,

($ billions)

   2016      2015      2014  

Wealth and Asset Management

   $ 543.9       $ 510.5       $ 314.5   

Insurance

     262.8         246.1         213.8   

Other Wealth

     174.4         178.3         157.8   

Corporate and Other

     (4.0      0.3         5.0   

Total assets under management and administration

   $   977.1       $   935.2       $   691.1   

 

50          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Risk Management

This section provides an overview of the Company’s overall risk management approach and more specific strategies for our principal risks. A more detailed description of specific risks which may affect our results of operations or financial condition may be found in the “Risk Factors” section below.

Overview

All of the Company’s activities involve elements of risk taking. The objective is to balance the level of risk with business, growth and profitability goals, in order to provide integrated customer solutions, while achieving consistent and sustainable performance over the long-term that benefits the Company and its stakeholders.

Enterprise Risk Management (“ERM”) Framework

 

LOGO

Our ERM Framework provides a structured approach to implementing risk taking and risk management activities across the enterprise, supporting our long-term revenue, earnings and capital growth strategy. It is communicated through risk policies and standards which are intended to enable consistent design and execution of strategies across the organization. We have a common approach to managing all risks to which the Company is exposed, and to evaluating potential directly comparable risk-adjusted returns on contemplated business activities. Our risk policies and standards cover:

 

   

Assignment of accountability and delegation of authority for risk oversight and risk management;

   

The types and levels of risk the Company seeks given its strategic plan and risk appetite;

   

Risk identification, measurement, assessment and mitigation which enable effective management and monitoring of risk; and

   

Validation, back testing and independent oversight to confirm that the Company generated the risk profile it intended and the root cause analysis of any notable variation.

Our risk management practices are influenced and impacted by internal and external factors (such as economic conditions, political environments, technology and risk culture) which can significantly impact the levels and types of risks the Company might face in its pursuit to strategically optimize risk taking and risk management. Our ERM Framework incorporates relevant impacts and mitigating actions as appropriate.

A strong risk culture and a common approach to risk management are integral to Manulife’s risk management practices. Management is responsible for managing risk within risk appetite and has established risk management strategies and monitoring practices. This includes a “three lines of defence” governance model that segregates duties between risk taking activities, risk monitoring and risk oversight, and establishes appropriate accountability for those who assume risk versus those who oversee risk.

The Company’s first line of defence includes the Chief Executive Officer (“CEO”), Divisional General Managers and Global Function Heads. In our matrix reporting model, the Divisional General Managers are accountable for their business results, the risks they assume to achieve those results, and for the day-to-day management of the risks and related controls and the Global Function Heads are accountable for the management of the risks and related controls for their function.

The second line of defence is comprised of the Company’s Chief Risk Officer (“CRO”), the Global Risk Management (“GRM”) function and other global oversight functions. Collectively, this group provides independent oversight of risk taking and risk management activities across the enterprise.

The third line of defence is Internal Audit, which provides independent assurance that controls are effective and appropriate relative to the risk inherent in the business, and that risk mitigation programs and risk oversight functions are effective in managing risks.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         51


Risk Culture

Manulife strives for a risk aware culture, where individuals and groups are encouraged, feel comfortable and are proactive in making transparent, balanced risk-return decisions that are in the long-term interests of the Company. Key areas of focus pertaining to risk culture include: aligning individual and Company objectives; identifying and escalating risks before they become significant issues; promoting a cooperative approach that enables appropriate risk taking; ensuring transparency in identifying, communicating and tracking risks; and systematically acknowledging and surfacing material risks.

Risk Governance

The Board of Directors oversees the Company’s culture of integrity and ethics, strategic planning, risk management, and corporate governance, among other things. The Board carries out its responsibilities directly and through its four standing committees. The Board Risk Committee oversees the management of our principal risks, and our programs, policies and procedures to manage those risks. The Board Audit Committee oversees internal control over financial reporting and our finance, actuarial, internal audit and global compliance functions, serves as the conduct review committee, and reviews our compliance with legal and regulatory requirements and also oversees the external auditors. The Management Resources and Compensation Committee oversees our global human resources strategy, policies, programs, management succession, executive compensation, and pension plan governance. The Corporate Governance and Nominating Committee develops our governance policies, practices and procedures, among other things.

The CEO is directly accountable to the Board of Directors for the results and operations of the Company and all risk taking activities and risk management practices required to achieve those results. The CEO is supported by the CRO as well as by the Executive Risk Committee (“ERC”). Together, they shape and promote our risk culture, guide risk taking throughout our global operations and strategically manage our overall risk profile. The ERC, along with other executive-level risk oversight committees, establishes risk policies, guides risk-taking activity, monitors significant risk exposures and sponsors strategic risk management priorities throughout the organization.

GRM, under the direction of the CRO, establishes and maintains our enterprise risk management framework and oversees the execution of individual risk management programs across the enterprise. GRM seeks to ensure a consistent enterprise-wide assessment of risk, risk-based capital and risk-adjusted returns across all operations.

The ERC approves and oversees the execution of the Company’s enterprise risk management program. It establishes and presents for approval to the Board the Company’s risk appetite and enterprise-wide risk limits and monitors our overall risk profile, including key and emerging risks and risk management activities. As part of these activities, the ERC monitors material risk exposures, endorses and reviews strategic risk management priorities, and reviews and assesses the impact of business strategies, opportunities and initiatives on our overall risk position. The ERC is supported by a number of oversight sub-committees including: Credit Committee, Product Oversight Committee, Global Asset Liability Committee, and the Operational Risk Committee. We also have divisional risk committees as well as a global Wealth and Asset Management Risk Committee, each with mandates similar to the ERC except with a focus at the divisional and global WAM business line levels, as applicable.

Risk Appetite

Risk taking activities are managed within the Company’s overall risk appetite, which defines the amount and types of risks the Company is willing to assume in pursuit of its objectives. It is comprised of three components: risk philosophy, risk appetite statements, and risk limits and tolerances.

When making decisions about risk taking and risk management, Manulife places priority on the following risk management objectives:

 

   

To safeguard the commitments and expectations we have established with customers, shareholders and creditors;

   

To support the successful design and delivery of customer solutions;

   

To prudently and effectively deploy the capital invested in the Company by our shareholders with appropriate risk/return profiles; and

   

To protect and/or enhance the Company’s reputation and brand.

At least annually, the Company establishes and/or reaffirms its risk appetite to ensure that risk appetite and the Company’s strategy align. The risk appetite statements provide ‘guideposts’ on our appetite for identified risks, any conditions placed on associated risk taking and direction for where quantitative risk limits should be established. The Company’s risk appetite statements are as follows:

 

   

Manulife accepts a total level of risk that provides a very high level of confidence to meeting customer obligations while targeting an appropriate overall return to shareholders over time;

   

The Company targets a credit rating amongst the strongest of its global peers;

   

Manulife values innovation and encourages initiatives intended to strengthen the customers’ experience and enhance competitive advantage;

   

Capital market risks are acceptable when they are managed within specific risk limits and tolerances;

   

The Company believes a balanced investment portfolio reduces overall risk and enhances returns; therefore, it accepts credit and ALDA-related risks;

   

The Company pursues insurance risks that add customer and shareholder value where there is competence to assess and monitor them, and for which appropriate compensation is received;

   

Manulife accepts that operational risks are an inherent part of the business but will protect its business and customers’ assets through cost-effective operational risk mitigation; and

 

52          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


   

Manulife expects its officers and employees to act in accordance with the Company’s values, ethics and standards and to enhance its brand and reputation.

Risk limits and tolerances are established for risks within our risk classification framework that are inherent in our strategies in order to define the types and amount of risk the Company will assume. Risk tolerance levels are set for risks deemed to be most significant to the Company and are established in relation to economic capital, earnings-at-risk and regulatory capital required. The purpose of risk limits is to cascade the total Company risk appetite to a level that can be effectively managed. Manulife establishes standalone risk limits for risk categories to avoid excessive concentration in any individual risk category and to manage the overall risk profile of the organization.

Risk Identification, Measurement and Assessment

We have a common approach and process to identify, measure, and assess the risks we assume. We evaluate all potential new business initiatives, acquisitions, product offerings, reinsurance arrangements, and investment and financing transactions on a comparable risk-adjusted basis. Divisions and functional groups are responsible for identifying and assessing key and emerging risks on an ongoing basis. A standard inventory of risks is used in all aspects of risk identification, measurement and assessment, and monitoring and reporting.

Risk exposures are evaluated using a variety of risk measures focused on both short-term net income attributed to shareholders and long-term economic value, with certain measures used across all risk categories, while others apply only to some risks or a single risk type. Measures include stress tests such as sensitivity tests, scenario impact analyses and stochastic scenario modeling. In addition, qualitative risk assessments are performed, including for those risk types that cannot be reliably quantified.

We perform a variety of stress tests on earnings, regulatory capital ratios, economic capital, earnings-at-risk and liquidity that consider significant, but plausible events. We also perform other integrated, complex scenario tests to assess key risks and the interaction of these risks.

Economic capital and earnings-at-risk provide measures of enterprise-wide risk that can be aggregated and compared across business activities and risk types. Economic capital measures the amount of capital required to meet obligations with a high and pre-defined confidence level. Our earnings-at-risk metric measures the potential variance from quarterly expected earnings at a particular confidence level. Economic capital and earnings-at-risk are both determined using internal models.

Risk Monitoring and Reporting

Under the direction of the CRO, GRM oversees a formal process for monitoring and reporting on all significant risks at the Company-wide level. Risk exposures are also discussed at various risk oversight committees, along with any exceptions or proposed remedial actions, as required.

On at least a quarterly basis, management and the Board of Directors review risk reports that present an overview of our overall risk profile and exposures across our principal risks. The reports incorporate both quantitative risk exposure measures and sensitivities, and qualitative risk assessments. The reports also highlight key risk management activities and facilitate monitoring compliance with key risk policy limits.

Our Chief Actuary presents the results of the Dynamic Capital Adequacy Test to the Board of Directors annually. Our Chief Auditor reports the results of internal audits of risk controls and risk management programs to the Audit Committee semi-annually. Management reviews the implementation of key risk management strategies, and their effectiveness, with the Board Risk Committee annually.

Risk Control and Mitigation

Risk control activities are in place throughout the Company to seek to mitigate risks within established risk limits. We believe our controls, which include policies, procedures, systems and processes, are appropriate and commensurate with the key risks faced at all levels across the Company. Such controls are an integral part of day-to-day activity, business management and decision making.

GRM establishes and oversees formal review and approval processes, involving independent individuals, groups or risk oversight committees, for product offerings, insurance underwriting, reinsurance, investment activities and other material business activities, based on the nature, size and complexity of the risk taking activity involved. Authorities for assuming risk at the transaction level are delegated to specific individuals based on their skill, knowledge and experience.

Emerging Risk

The identification and assessment of our external environment for emerging risks is an important aspect of our enterprise risk management framework, as these risks, although yet to materialize, could have the potential to have a material impact on our operations.

Our Emerging Risk Framework facilitates the ongoing identification, assessment and monitoring of emerging risks, and includes: maintaining a process that facilitates the ongoing discussion and evaluation of potential emerging risks with senior management and other functions; reviewing and validating emerging risks with the ERC; creating and executing on responses to each emerging risk based on prioritization; and monitoring and reporting on emerging risks on a regular basis.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         53


Regulatory Updates

The Office of the Superintendent of Financial Institutions (“OSFI”) will be implementing a revised approach to the regulatory capital framework in Canada to come into effect in 2018. In September 2016, OSFI released the final Life Insurance Capital Adequacy Test (“LICAT”) guideline that will replace the MCCSR framework in 2018. During 2017, the industry will be completing impact assessments of the guideline, including sensitivity testing. Based on industry information and analysis, OSFI may amend the guideline to reflect appropriate calibration adjustments.

With respect to the impact of LICAT, OSFI has noted that the: 1

 

   

Overall level of excess capital in the industry under LICAT vs. MCCSR is not expected to change significantly;

   

LICAT ratios and MCCSR ratios are not directly comparable; and

   

Impact on individual life insurers will depend on what businesses they are engaged in, risks that they choose to take on and how these risks are managed.

We expect to continue to be in a strong capital position under the new framework. 2

General Macro-Economic Risk Factors

The global macro-economic environment has a significant impact on our financial plans and ability to implement our business strategy. The macro-economic environment can be significantly impacted by the actions of both the government sector (including central banks) and the private sector. The macro-economic environment may also be affected by natural and man-made catastrophes.

Our business strategy and associated financial plans are developed by considering forecasts of economic growth, both globally and in the specific countries we operate. Actual economic growth can be significantly impacted by the macro-economic environment and can deviate significantly from forecast, thus impacting our financial results and the ability to implement our business strategy.

Changes in the macro-economic environment can also have a significant impact on financial markets, including movements in interest rates, spreads on fixed income assets and returns on public equity and ALDA assets. Our financial plan, including income projections, capital projections, and valuation of liabilities are based on certain assumptions with respect to future movements in interest rates and spreads on fixed income assets, and expected future returns from our public equity and ALDA investments. Actual experience is highly variable and can deviate significantly from our assumptions, thus impacting our financial results. In addition, actual experience that is significantly different from our assumptions and/or changes in the macro-economic environment may result in changes to the assumptions themselves which would also impact our financial results.

Specific changes in the macro-economic environment can have very different impacts across different parts of the business. For example, a rise in interest rates is generally beneficial to us in the long-term but can adversely affect valuations of some ALDA assets, especially those that have contractual cash flows.

The spending and savings patterns of our customers could be significantly influenced by the macro-economic environment and could have an impact on the products and services we offer to our customers.

Customer behaviour and emergence of claims on our liabilities can be significantly impacted by the macro-economic environment. For example, a prolonged period of economic weakness could impact the health and well-being of our customers and that could result in increased claims for certain insurance risks.

The following sections describe the risk management strategies for each of our six principal risk categories: strategic risk, market risk, liquidity risk, credit risk, insurance risk and operational risk.

Strategic Risk

Strategic risk is the risk of loss resulting from the inability to adequately plan or implement an appropriate business strategy, or to adapt to change in the external business, political or regulatory environment.

Risk Management Strategy

The CEO and Executive Committee establish and oversee execution of business strategies and have accountability to identify and manage the risks embedded in these strategies. They are supported by a number of processes:

 

   

Strategic business, risk and capital planning that is reviewed with the Board of Directors, Executive Committee, and the ERC;

   

Performance and risk reviews of all key businesses with the CEO and annual reviews with the Board of Directors;

   

Risk-based capital attribution and allocation designed to encourage a consistent decision-making framework across the organization; and

   

Review and approval of acquisitions and divestitures by the CEO and, where appropriate, the Board of Directors.

The CEO and Executive Committee are ultimately responsible for our reputation; however, our employees and representatives are responsible for conducting their business activities in a manner that upholds our reputation. This responsibility is executed through an

 

1   Slides 21 and 22, OSFI LICAT Webcast Information Session held on September 15, 2016.
2   See “Caution regarding forward-looking statements” above.

 

54          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


enterprise-wide reputation risk policy that specifies the oversight responsibilities of the Board of Directors and the responsibilities of executive management, communication to and education of all directors, officers, employees and representatives, including our Code of Business Conduct and Ethics, and application of guiding principles in conducting all our business activities.

IFRS 7 Disclosures

The shaded text and tables in the following sections of this MD&A represent our disclosure on market and liquidity risk in accordance with IFRS 7, “Financial Instruments – Disclosures,” and include a discussion on how we measure risk and our objectives, policies and methodologies for managing these risks. Therefore, the following shaded text and tables represent an integral part of our audited annual Consolidated Financial Statements for the years ended December 31, 2016 and December 31, 2015. The fact that certain text and tables are considered an integral part of the Consolidated Financial Statements does not imply that the disclosures are of any greater importance than the sections not part of the disclosure. Accordingly, the “Risk Management” disclosure should be read in its entirety.

Market Risk

Market risk is the risk of loss resulting from market price volatility, interest rate change, credit and swap spread changes, and from adverse foreign currency rate movements. Market price volatility primarily relates to changes in prices of publicly traded equities and alternative long-duration assets.

Market Risk Management Strategy

 

Market risk is governed by the Global Asset Liability Committee which oversees the overall market and liquidity risk program. Our overall strategy to manage our market risks incorporates several component strategies, each targeted to manage one or more of the market risks arising from our businesses. At an enterprise level, these strategies are designed to manage our aggregate exposures to market risks against economic capital, regulatory required capital and earnings-at-risk limits.

The following table outlines our key market risks and identifies the risk management strategies which contribute to managing these risks.

 

Risk Management Strategy    Key Market Risk  
       Publicly
Traded Equity
Performance
Risk
     Interest Rate
and Spread
Risk
     Alternative
Long-
Duration
Asset
Performance
Risk
     Foreign
Exchange Risk
 

Product design and pricing

     X         X         X         X   

Variable annuity guarantee dynamic hedging

     X         X            X   

Macro equity risk hedging

     X               X   

Asset liability management

     X         X         X         X   

Foreign exchange management

                                X   

To reduce publicly traded equity performance risk, we primarily use a variable annuity guarantee dynamic hedging strategy which is complemented by a general macro equity risk hedging strategy. Our strategies employed for variable annuity guarantee dynamic hedging and macro equity risk hedging expose the Company to additional risks. See “Risk Factors” below.

In general, to seek to reduce interest rate risk, we lengthen the duration of our fixed income investments in our liability and surplus segments by executing lengthening interest rate swaps.

Our foreign exchange risk management strategy is designed to hedge the sensitivity of our regulatory capital ratios to movements in foreign exchange rates. Our policy is to generally match the currency of our assets with the currency of the liabilities they support, and similarly, to generally match the currency of the assets in our shareholders’ equity account to the currency of our required capital. Where assets and liabilities are not matched, we seek to stabilize our capital ratios through the use of financial instruments such as derivatives.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         55


Product Design and Pricing Strategy

 

Our policies, standards and standards of practice with respect to product design and pricing are designed with the objective of aligning our product offerings with our risk-taking philosophy and risk appetite, and in particular, that incremental risk generated from new sales aligns with our strategic risk objectives and risk limits. The specific design features of our product offerings, including level of benefit guarantees, policyholder options, fund offerings and availability restrictions as well as our associated investment strategies, help to mitigate the level of underlying risk. We regularly review and modify key features within our product offerings, including premiums and fee charges with a goal of meeting profit targets and staying within risk limits. Certain of our general fund adjustable benefit products have minimum rate guarantees. The rate guarantees for any particular policy are set at the time the policy is issued and governed by insurance regulation in each jurisdiction where the products are sold. The contractual provisions allow crediting rates to be re-set at pre-established intervals subject to the established minimum crediting rate guarantees. The Company may partially mitigate the interest rate exposure by setting new rates on new business and by adjusting rates on in-force business where permitted. In addition, the Company partially mitigates this interest rate risk through its asset liability management process, product design elements, and crediting rate strategies. New product initiatives, new reinsurance arrangements and material insurance underwriting initiatives must be reviewed and approved by the CRO or key individuals within risk management functions.

Hedging Strategies for Variable Annuity and Other Equity Risks

 

The Company’s exposure to movement in public equity market values primarily arises from variable annuity guarantees and to a smaller extent from asset-based fees and general fund public equity holdings.

Dynamic hedging is the primary hedging strategy for variable annuity market risks. Dynamic hedging is employed for new variable annuity guarantees business when written or as soon as practical thereafter.

We seek to manage public equity risk arising from other sources (not dynamically hedged) through our macro equity risk hedging strategy. We seek to manage interest rate risk arising from variable annuity business not dynamically hedged within our asset liability management strategy.

Variable Annuity Dynamic Hedging Strategy

 

The variable annuity dynamic hedging strategy is designed to hedge the sensitivity of variable annuity guarantee policy liabilities and available capital to fund performance (both public equity and bond funds) and interest rate movements. The objective of the variable annuity dynamic hedging strategy is to offset, as closely as possible, the change in the economic value of guarantees with the profit and loss from our hedge asset portfolio. The economic value of guarantees moves in close tandem, but not exactly, with our variable annuity guarantee policy liabilities, as it reflects best estimate liabilities and does not include any liability provisions for adverse deviations.

Our current variable annuity guarantee dynamic hedging approach is to short exchange-traded equity index and government bond futures and execute currency futures and lengthening interest rate swaps to hedge sensitivity of policy liabilities to fund performance and interest rate movements arising from variable annuity guarantees. We dynamically rebalance these hedge instruments as market conditions change, in order to maintain the hedged position within established limits. Other derivative instruments (such as equity and interest rate options) are also utilized and we may consider the use of additional hedge instruments opportunistically in the future.

Our variable annuity guarantee dynamic hedging strategy is not designed to completely offset the sensitivity of policy liabilities to all risks associated with the guarantees embedded in these products. The profit (loss) on the hedge instruments will not completely offset the underlying losses (gains) related to the guarantee liabilities hedged because:

 

     

Policyholder behaviour and mortality experience are not hedged;

     

Provisions for adverse deviation in the policy liabilities are not hedged;

     

A portion of interest rate risk is not hedged;

     

Credit spreads widen and actions are not taken to adjust accordingly;

     

Fund performance on a small portion of the underlying funds is not hedged due to lack of availability of effective exchange-traded hedge instruments;

     

Performance of the underlying funds hedged may differ from the performance of the corresponding hedge instruments;

     

Correlations between interest rates and equity markets could lead to unfavourable material impacts;

     

Unfavourable hedge rebalancing costs can be incurred during periods of high volatility from equity markets, bond markets and/or interest rates. The impact is magnified when these impacts occur concurrently; and

     

Not all other risks are hedged.

 

56          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Macro Equity Risk Hedging Strategy

 

The objective of the macro equity risk hedging program is to maintain our overall earnings sensitivity to public equity market movements within our Board approved risk appetite limits. The macro equity risk hedging program is designed to hedge earnings sensitivity due to movements in public equity markets arising from all sources (outside of dynamically hedged exposures). Sources of equity market sensitivity addressed by the macro equity risk hedging program include:

 

     

Residual equity and currency exposure from variable annuity guarantees not dynamically hedged;

     

General fund equity holdings backing non-participating liabilities;

     

Variable life insurance;

     

Unhedged provisions for adverse deviation related to variable annuity guarantees dynamically hedged; and

     

Variable annuity fees not associated with guarantees and fees on segregated funds without guarantees, mutual funds and institutional assets managed.

Asset Liability Management Strategy

 

Our asset liability management strategy is designed to help ensure that the market risks embedded in our assets and liabilities held in the Company’s general fund are effectively managed and that risk exposures arising from these assets and liabilities are maintained below targeted levels. The embedded market risks include risks related to the level and movement of interest rates and credit spreads, public equity market performance, ALDA performance and foreign exchange rate movements.

General fund product liabilities are segmented into groups with similar characteristics that are supported by specific asset segments. We seek to manage each segment to a target investment strategy appropriate for the premium and benefit pattern, policyholder options and guarantees, and crediting rate strategies of the products they support. Similar strategies are established for assets in the Company’s surplus account. The strategies are set using portfolio analysis techniques intended to optimize returns, subject to considerations related to regulatory and economic capital requirements, and risk tolerances. They are designed to achieve broad diversification across asset classes and individual investment risks while being suitably aligned with the liabilities they support. The strategies encompass asset mix, quality rating, term profile, liquidity, currency, and industry concentration targets.

Products which feature guaranteed liability cash flows (i.e. where the projected net flows are not materially dependent upon economic scenarios) are managed to a target return investment strategy. The products backed by this asset segment include:

 

     

Accumulation annuities (other than annuities with pass-through features), which are primarily short-to-medium-term obligations and offer interest rate guarantees for specified terms on single premiums. Withdrawals may or may not have market value adjustments.

     

Payout annuities, which have no surrender options and include predictable and very long-dated obligations.

     

Insurance products, with recurring premiums extending many years in the future, and which also include a significant component of very long-dated obligations.

We seek to manage the assets backing these long-dated benefits to achieve a target return sufficient to support the obligations over their lifetime, subject to established risk tolerances, by investing in a basket of diversified ALDA with the balance invested in fixed income. Utilizing ALDA to partially support these products is intended to enhance long-term investment returns and reduce aggregate risk through diversification. The size of the target ALDA portfolio is dependent upon the size and term of each segment’s liability obligations. We seek to manage fixed income assets to a benchmark developed to minimize interest rate risk against the residual liabilities and to achieve target returns/spreads required to preserve long-term interest rate investment assumptions used in liability pricing.

For insurance and annuity products where significant pass-through features exist, a total return strategy approach is used, generally combining fixed income and ALDA. ALDA may be included to enhance long-term investment returns and reduce aggregate risk through diversification. Target investment strategies are established using portfolio analysis techniques that seek to optimize long-term investment returns while considering the risks related to embedded product guarantees and policyholder withdrawal options, the impact of regulatory and economic capital requirements and management tolerances with respect to short-term income volatility and long-term tail risk exposure. Shorter duration liabilities such as fixed deferred annuities generally do not incorporate ALDA in their target asset mixes.

In our general fund, we seek to limit concentration risk associated with ALDA performance by investing in a diversified basket of assets including public and private equities, commercial real estate, infrastructure, timber, farmland real estate, and oil and gas assets. We further diversify risk by managing publicly traded equities and ALDA investments against established limits, including for industry type and corporate connection, commercial real estate type and geography, and timber and farmland property geography and crop type.

Authority to manage our investment portfolios is delegated to investment professionals who manage to benchmarks derived from the target investment strategies established for each segment, including interest rate risk tolerances. Interest rate risk exposure measures are monitored and communicated to portfolio managers with frequencies ranging from daily to annually, depending on the type of liability. Asset portfolio rebalancing, accomplished using cash investments or derivatives, may occur at frequencies ranging from daily to monthly, depending on our established risk tolerances and the potential for changes in the profile of the assets and liabilities.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         57


Our asset liability management strategy incorporates a wide variety of risk measurement, risk mitigation and risk management, and hedging processes. The liabilities and risks to which the Company is exposed, however, cannot be completely matched or hedged due to both limitations on instruments available in investment markets and uncertainty of impact on liability cash flows from policyholder experience/behaviour.

Foreign Exchange Risk Management Strategy

 

Our foreign exchange risk management strategy is designed to hedge the sensitivity of our regulatory capital ratios to movements in foreign exchange rates. In particular, the objective of the strategy is to offset within acceptable tolerance levels, changes in required capital with changes in available capital that result from currency movements. These changes occur when assets and liabilities related to business conducted in currencies other than Canadian dollars are translated to Canadian dollars at period ending exchange rates.

Our policy is to generally match the currency of our assets with the currency of the liabilities they support, and similarly, to generally match the currency of the assets in our shareholders’ equity account to the currency of our required capital. Where assets and liabilities are not matched, we would seek to stabilize our capital ratios through the use of forward contracts and currency swaps.

Risk exposure limits are measured in terms of potential changes in capital ratios due to foreign exchange rate movements, determined to represent a specified likelihood of occurrence based on internal models.

Market Risk Sensitivities and Market Risk Exposure Measures

Variable Annuity and Segregated Fund Guarantees Sensitivities and Risk Exposure Measures

 

Guarantees on variable annuity products and segregated funds may include one or more of death, maturity, income and withdrawal guarantees. Variable annuity and segregated fund guarantees are contingent and only payable upon the occurrence of the relevant event, if fund values at that time are below guaranteed values. Depending on future equity market levels, liabilities on current in-force business would be due primarily in the period from 2017 to 2038.

We seek to mitigate a portion of the risks embedded in our retained (i.e. net of reinsurance) variable annuity and segregated fund guarantee business through the combination of our dynamic and macro hedging strategies (see “Publicly Traded Equity Performance Risk” below).

The table below shows selected information regarding the Company’s variable annuity and segregated fund investment-related guarantees gross and net of reinsurance.

Variable annuity and segregated fund guarantees, net of reinsurance

 

As at December 31,

($ millions)

   2016             2015  
   Guarantee
value
     Fund value      Amount
at  risk (4),(5)
            Guarantee
value
     Fund value      Amount
at risk (4),(5)
 

Guaranteed minimum income benefit (1)

   $ 5,987       $ 4,432       $ 1,570          $ 6,642       $ 4,909       $ 1,740   

Guaranteed minimum withdrawal benefit

     68,594         59,593         9,135            73,232         65,090         9,231   

Guaranteed minimum accumulation benefit

     19,482         19,989         27            19,608         23,231         72   

Gross living benefits (2)

     94,063         84,014         10,732            99,482         93,230         11,043   

Gross death benefits (3)

     12,200         16,614         1,350            13,693         13,158         1,704   

Total gross of reinsurance

       106,263           100,628           12,082              113,175           106,388           12,747   

Living benefits reinsured

     5,241         3,903         1,349            5,795         4,312         1,486   

Death benefits reinsured

     3,429         3,202         564            3,874         3,501         682   

Total reinsured

     8,670         7,105         1,913            9,669         7,813         2,168   

Total, net of reinsurance

   $ 97,593       $ 93,523       $ 10,169          $ 103,506       $ 98,575       $ 10,579   

 

  (1)  

Contracts with guaranteed long-term care benefits are included in this category.

  (2)  

Where a policy includes both living and death benefits, the guarantee in excess of the living benefit is included in the death benefit category.

  (3)  

Death benefits include stand-alone guarantees and guarantees in excess of living benefit guarantees where both death and living benefits are provided on a policy.

  (4)  

Amount at risk (in-the-money amount) is the excess of guarantee values over fund values on all policies where the guarantee value exceeds the fund value. This amount is not currently payable. For guaranteed minimum death benefit, the amount at risk is defined as the current guaranteed minimum death benefit in excess of the current account balance. For guaranteed minimum income benefit, the amount at risk is defined as the excess of the current annuitization income base over the current account value. For all guarantees, the amount at risk is floored at zero at the single contract level.

  (5)  

The amount at risk net of reinsurance at December 31, 2016 was $10,169 million (2015 – $10,579 million) of which: US$6,008 million (2015 – US$6,046 million) was on our U.S. business, $1,499 million (2015 – $1,564 million) was on our Canadian business, US$206 million (2015 – US$190 million) was on our Japan business and US$244 million (2015 – US$277 million) was related to Asia (other than Japan) and our run-off reinsurance business.

The policy liabilities established for variable annuity and segregated fund guarantees were $6,249 million at December 31, 2016 (2015 – $7,469 million). This included policy liabilities of $828 million (2015 – $840 million) for non-dynamically hedged business and $5,421 million (2015 – $6,629 million) for dynamically hedged business.

 

58          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


The decrease in the total policy liabilities for variable annuity and segregated fund guarantees since December 31, 2015 is primarily due to the annual review of actuarial methods and assumptions (see “Critical Accounting and Actuarial Policies” below) and favourable equity markets in the U.S. and Canada.

Investment categories for variable contracts with guarantees

 

Variable contracts with guarantees are invested, at the policyholder’s discretion subject to contract limitations, in various fund types within the segregated fund accounts and other investments. The account balances by investment category are set out below.

 

 

As at December 31,

($ millions)

Investment category

   2016      2015  

Equity funds

   $ 41,805       $ 42,915   

Balanced funds

     57,571         61,657   

Bond funds

     11,585         11,750   

Money market funds

     2,127         2,304   

Other fixed interest rate investments

     1,800         2,216   

Total

   $   114,888       $   120,842   

Caution Related to Sensitivities

 

In the sections that follow, we provide sensitivities and risk exposure measures for certain risks. These include sensitivities due to specific changes in market prices and interest rate levels projected using internal models as at a specific date, and are measured relative to a starting level reflecting the Company’s assets and liabilities at that date and the actuarial factors, investment activity and investment returns assumed in the determination of policy liabilities. The risk exposures measure the impact of changing one factor at a time and assume that all other factors remain unchanged. Actual results can differ significantly from these estimates for a variety of reasons including the interaction among these factors when more than one changes; changes in actuarial and investment return and future investment activity assumptions; actual experience differing from the assumptions, changes in business mix, effective tax rates and other market factors; and the general limitations of our internal models. For these reasons, the sensitivities should only be viewed as directional estimates of the underlying sensitivities for the respective factors based on the assumptions outlined below. Given the nature of these calculations, we cannot provide assurance that the actual impact on net income attributed to shareholders

or on MLI’s MCCSR ratio will be as indicated.

Publicly Traded Equity Performance Risk Sensitivities and Exposure Measures

As outlined above, the macro hedging strategy is designed to mitigate public equity risk arising from variable annuity guarantees not dynamically hedged and from other products and fees. In addition, our variable annuity guarantee dynamic hedging strategy is not designed to completely offset the sensitivity of policy liabilities to all risks associated with the guarantees embedded in these products.

 

The table below shows the potential impact on net income attributed to shareholders resulting from an immediate 10, 20 and 30% change in market values of publicly traded equities followed by a return to the expected level of growth assumed in the valuation of policy liabilities. If market values were to remain flat for an entire year, the potential impact would be roughly equivalent to an immediate decline in market values equal to the expected level of annual growth assumed in the valuation of policy liabilities. Further, if after market values dropped 10, 20 or 30% they continued to decline, remained flat, or grew more slowly than assumed in the valuation the potential impact on net income attributed to shareholders could be considerably more than shown. Refer to “Sensitivity of Earnings to Changes in Assumptions” for more information on the level of growth assumed and on the net income sensitivity to changes in these long-term assumptions. The potential impact is shown after taking into account the impact of the change in markets on the hedge assets. While we cannot reliably estimate the amount of the change in dynamically hedged variable annuity guarantee liabilities that will not be offset by the profit or loss on the dynamic hedge assets, we make certain assumptions for the purposes of estimating the impact on net income attributable to shareholders.

This estimate assumes that the performance of the dynamic hedging program would not completely offset the gain/loss from the dynamically hedged variable annuity guarantee liabilities. It assumes that the hedge assets are based on the actual position at the period end, and that equity hedges in the dynamic program are rebalanced at 5% intervals. In addition, we assume that the macro hedge assets are rebalanced in line with market changes.

It is also important to note that these estimates are illustrative, and that the hedging program may underperform these estimates, particularly during periods of high realized volatility and/or periods where both interest rates and equity market movements are unfavourable.

The Standards of Practice for the valuation of insurance contract liabilities and guidance published by the CIA constrain the investment return assumptions for public equities and certain ALDA assets based on historical return benchmarks for public equities. The potential impact on net income attributed to shareholders does not take into account possible changes to investment return assumptions resulting from the impact of declines in public equity market values on these historical return benchmarks.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         59


Potential immediate impact on net income attributed to shareholders arising from changes to public equity returns (1),(2),(3)

 

 

As at December 31, 2016

($ millions)

   -30%     -20%     -10%     10%     20%     30%  

Underlying sensitivity to net income attributed to shareholders (4)

            

Variable annuity guarantees

   $   (4,830   $   (2,920   $   (1,290   $ 1,000     $ 1,690     $ 2,170  

Asset based fees

     (410     (280     (140     140       280       410  

General fund equity investments (5)

     (910     (590     (270     240       490       750  

Total underlying sensitivity before hedging

     (6,150     (3,790     (1,700     1,380       2,460       3,330  

Impact of macro and dynamic hedge assets (6)

     4,050       2,440       1,060       (910     (1,610     (2,160

Net potential impact on net income after impact of hedging

   $ (2,100   $ (1,350   $ (640   $ 470     $ 850     $ 1,170  

As at December 31, 2015

($ millions)

   -30%     -20%     -10%     10%     20%     30%  

Underlying sensitivity to net income attributed to shareholders (4)

 

         

Variable annuity guarantees

   $ (5,180   $ (3,140   $ (1,410   $ 1,080     $ 1,860     $ 2,420  

Asset based fees

     (470     (310     (160     160       310       470  

General fund equity investments (5)

     (1,030     (680     (340     330       670       1,020  

Total underlying sensitivity before hedging

     (6,680     (4,130     (1,910     1,570       2,840       3,910  

Impact of macro and dynamic hedge assets (6)

     4,750       2,920       1,360         (1,240       (2,250       (3,090

Net potential impact on net income after impact of hedging

   $ (1,930   $ (1,210   $ (550   $ 330     $ 590     $ 820  

 

  (1)  

See “Caution Related to Sensitivities” above.

  (2)  

The tables above show the potential impact on net income attributed to shareholders resulting from an immediate 10, 20 and 30% change in market values of publicly traded equities followed by a return to the expected level of growth assumed in the valuation of policy liabilities.

  (3)  

Please refer to “Sensitivity of Earnings to Changes in Assumptions” for more information on the level of growth assumed and on the net income sensitivity to changes in these long-term assumptions.

  (4)  

Defined as earnings sensitivity to a change in public equity markets including settlements on reinsurance contracts, but before the offset of hedge assets or other risk mitigants.

  (5)  

This impact for general fund equities is calculated as at a point-in-time and does not include: (i) any potential impact on public equity weightings; (ii) any gains or losses on AFS public equities held in the Corporate and Other segment; or (iii) any gains or losses on public equity investments held in Manulife Bank. The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in equity markets.

  (6)  

Includes the impact of rebalancing equity hedges in the macro and dynamic hedging program. The impact of dynamic hedge rebalancing represents the impact of rebalancing equity hedges for dynamically hedged variable annuity guarantee best estimate liabilities at 5% intervals, but does not include any impact in respect of other sources of hedge ineffectiveness e.g. fund tracking, realized volatility and equity, interest rate correlations different from expected among other factors.

Changes in equity markets impact our available and required components of the MCCSR ratio. The following table shows the potential impact to MLI’s MCCSR ratio resulting from changes in public equity market values, assuming that the change in the value of the hedge assets does not completely offset the change of the related variable annuity guarantee liabilities.

Potential immediate impact on MLI’s MCCSR ratio arising from public equity returns different than the expected return for policy liability valuation (1),(2) ,(3)

 

     Impact on MLI’s MCCSR ratio  
Percentage points    -30%     -20%     -10%     10%      20%      30%  

December 31, 2016

     (12     (8     (4     3        14        18  

December 31, 2015

     (14     (7     (4     1        3        7  

 

  (1)  

See “Caution Related to Sensitivities” above. In addition, estimates exclude changes to the net actuarial gains/losses with respect to the Company’s pension obligations as a result of changes in equity markets, as the impact on the quoted sensitivities is not considered to be material.

  (2)  

The potential impact is shown assuming that the change in value of the hedge assets does not completely offset the change in the dynamically hedged variable annuity guarantee liabilities. The estimated amount that would not be completely offset relates to our practices of not hedging the provisions for adverse deviation and of rebalancing equity hedges for dynamically hedged variable annuity liabilities at 5% intervals.

  (3)  

OSFI rules for segregated fund guarantees reflect full capital impacts of shocks over 20 quarters within a prescribed range. As such, the deterioration in equity markets could lead to further increases in capital requirements after the initial shock.

Interest Rate and Spread Risk Sensitivities and Exposure Measures

 

At December 31, 2016, we estimated the sensitivity of our net income attributed to shareholders to a 50 basis point parallel change in interest rates to be minimal.

The table below shows the potential impact on net income attributed to shareholders from a 50 basis point parallel move in interest rates. This includes a change of 50 basis points in current government, swap and corporate rates for all maturities across all markets with no change in credit spreads between government, swap and corporate rates, and with a floor of zero on government rates where government rates are not currently negative, relative to the rates assumed in the valuation of policy liabilities, including embedded derivatives. For variable annuity guarantee liabilities that are dynamically hedged, it is assumed that interest rate hedges are rebalanced at 20 basis point intervals.

 

60          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


As the sensitivity to a 50 basis point change in interest rates includes any associated change in the applicable reinvestment scenarios, the impact of changes to interest rates for less than, or more than 50 basis points is unlikely to be linear. Furthermore, our sensitivities are not consistent across all regions in which we operate, and the impact of yield curve changes will vary depending upon the geography that the change occurs in. Reinvestment assumptions used in the valuation of policy liabilities tend to amplify the negative effects of a decrease in interest rates, and dampen the positive effects of interest rate increases. This is because the reinvestment assumptions used in the valuation of our insurance liabilities are based on interest rate scenarios and calibration criteria set by the Actuarial Standards Board, while our interest rate hedges are valued using current market interest rates. Therefore, in any particular quarter, changes to the reinvestment assumptions are not fully aligned to changes in current market interest rates especially when there is a significant change in the shape of the interest rate curve. As a result, the impact from non-parallel movements may be materially different from the estimated impact of parallel movements. For example, if long-term interest rates increase more than short-term interest rates (sometimes referred to as a steepening of the yield curve) in North America, the decrease in the value of our swaps may be greater than the decrease in the value of our insurance liabilities. This could result in a charge to net income attributed to shareholders in the short-term even though the rising and steepening, if sustained, may have a positive long-term economic impact.

The potential impact on net income attributed to shareholders does not take into account any future potential changes to our URR assumptions or calibration criteria for stochastic risk-free rates or other potential impacts of lower interest rate levels, for example, increased strain on the sale of new business or lower interest earned on our surplus assets. The impact also does not reflect any unrealized gains or losses on AFS fixed income assets held in our surplus segment. Changes in the market value of these assets may provide a natural economic offset to the interest rate risk arising from our product liabilities. In order for there to also be an accounting offset, the Company would need to realize a portion of the AFS fixed income asset unrealized gains or losses. It is not certain we would crystallize any of the unrealized gains or losses available. As at December 31, 2016, the AFS fixed income assets held in the surplus segment were in a net after-tax unrealized loss position of $683 million.

The impact does not reflect any potential effect of changing interest rates to the value of our ALDA assets. Rising interest rates could negatively impact the value of our ALDA assets (see “Critical Accounting and Actuarial Policies – Fair Value of Invested Assets”, below). More information on ALDA can be found under the section “Alternative Long-Duration Asset Performance Risk Sensitivities and Exposure Measures”.

The following table shows the potential impact on net income attributed to shareholders including the change in the market value of fixed income assets held in our surplus segment, which could be realized through the sale of these assets.

Potential impact on net income attributed to shareholders and MLI’s MCCSR ratio of an immediate parallel change in interest rates relative to rates assumed in the valuation of policy liabilities (1),(2),(3),(4),(5)

 

     2016            2015  
As at December 31,    -50bp      +50bp            -50bp      +50bp  

Net income attributed to shareholders ($ millions)

             

Excluding change in market value of AFS fixed income assets held in the surplus segment

   $       $         $   (100    $ 100   

From fair value changes in AFS fixed income assets held in surplus, if realized

       1,000           (900        600           (600

MLI’s MCCSR ratio (Percentage points)

             

Before impact of change in market value of AFS fixed income assets held in the surplus
segment (5)

     (6                      5           (6                        4   

From fair value changes in AFS fixed income assets held in surplus, if realized

                     1         (4                            3         (3

 

  (1)  

See “Caution Related to Sensitivities” above. In addition, estimates exclude changes to the net actuarial gains/losses with respect to the Company’s pension obligations as a result of changes in interest rates, as the impact on the quoted sensitivities is not considered to be material.

  (2)  

Includes guaranteed insurance and annuity products, including variable annuity contracts as well as adjustable benefit products where benefits are generally adjusted as interest rates and investment returns change, a portion of which have minimum credited rate guarantees. For adjustable benefit products subject to minimum rate guarantees, the sensitivities are based on the assumption that credited rates will be floored at the minimum.

  (3)  

The amount of gain or loss that can be realized on AFS fixed income assets held in the surplus segment will depend on the aggregate amount of unrealized gain or loss.

  (4)  

Sensitivities are based on projected asset and liability cash flows at the beginning of the quarter adjusted for the estimated impact of new business, investment markets and asset trading during the quarter. Any true-up to these estimates, as a result of the final asset and liability cash flows to be used in the next quarter’s projection, are reflected in the next quarter’s sensitivities. Impact of realizing fair value changes in AFS fixed income is as of the end of the quarter.

  (5)  

The impact on MLI’s MCCSR ratio includes both the impact of lower earnings on available capital as well as the increase in required capital that results from a decline in interest rates. The potential increase in required capital accounted for 5 of the 6 points impact of a 50 basis point decline in interest rates on MLI’s MCCSR ratio in 4Q16.

The $100 million decrease in sensitivity to a 50 basis point decline in interest rates from December 31, 2015 was primarily due to normal rebalancing as part of our interest risk hedging program, partially offset by updates to our valuation assumptions as a result of our annual review of actuarial methods and assumptions.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         61


The following tables show the potential impact on net income attributed to shareholders resulting from a change in corporate spreads and swap spreads over government bond rates for all maturities across all markets with a floor of zero on the total interest rate, relative to the spreads assumed in the valuation of policy liabilities.

Potential impact on net income attributed to shareholders arising from changes to corporate spreads (1),(2),(3),(4)

 

As at December 31,

($ millions)

   2016            2015  
   -50bp      +50bp            -50bp      +50bp  

Corporate spreads

   $   (800)      $   700        $   (700)      $   700  

 

  (1)  

See “Caution Related to Sensitivities” above.

  (2)  

The impact on net income attributed to shareholders assumes no gains or losses are realized on our AFS fixed income assets held in the surplus segment and excludes the impact arising from changes in off-balance sheet bond fund value arising from changes in credit spreads. The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in corporate spreads.

  (3)  

Sensitivities are based on projected asset and liability cash flows at the beginning of the fourth quarter adjusted for the estimated impact of new business, investment markets and asset trading during the quarter. Any true-up to these estimates, as a result of the final asset and liability cash flows to be used in the next quarter’s projection, are reflected in the next quarter’s sensitivities.

  (4)  

Corporate spreads are assumed to grade to the long-term average over 5 years.

As the sensitivity to a 50 basis point decline in corporate spreads includes the impact of a change in deterministic reinvestment scenarios where applicable, the impact of changes to corporate spreads for less than, or more than, the amounts indicated are unlikely to be linear.

The $100 million increase in sensitivity to a 50 basis point decline in corporate spreads from December 31, 2015 was primarily due to updates to our valuation assumptions as a result of our annual review of actuarial methods and assumptions.

Potential impact on net income attributed to shareholders arising from changes to swap spreads (1),(2),(3)

 

As at December 31,

($ millions)

   2016            2015  
   -20bp      +20bp            -20bp      +20bp  

Swap spreads

   $   500      $   (500)        $   500      $   (500)  

 

  (1)  

See “Caution Related to Sensitivities” above.

  (2)  

The impact on net income attributed to shareholders assumes no gains or losses are realized on our AFS fixed income assets held in the surplus segment and excludes the impact arising from changes in off-balance sheet bond fund value arising from changes in credit spreads. The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in swap spreads.

  (3)  

Sensitivities are based on projected asset and liability cash flows at the beginning of the fourth quarter adjusted for the estimated impact of new business, investment markets and asset trading during the quarter. Any true-up to these estimates, as a result of the final asset and liability cash flows to be used in the next quarter’s projection, are reflected in the next quarter’s sensitivities.

Swap spreads remain at historically low levels, and if they were to rise, this could generate material charges to net income attributed to shareholders. We have reported gains in 2015 and the first three quarters of 2016 totaling almost $1 billion as a result of falling swap spreads during that time. As noted in “Fourth Quarter Financial Highlights” above, we reported a charge of $242 million in 4Q16 when swap rates rose.

Alternative Long-Duration Asset Performance Risk Sensitivities and Exposure Measures

 

The following table shows the potential impact on net income attributed to shareholders resulting from an immediate 10% change in market values of ALDA followed by a return to the expected level of growth assumed in the valuation of policy liabilities. If market values were to remain flat for an entire year, the potential impact would be roughly equivalent to an immediate decline in market values equal to the expected level of annual growth assumed in the valuation of policy liabilities. Further, if after market values dropped 10% they continued to decline, remained flat, or grew more slowly than assumed in the valuation of policy liabilities, the potential impact on net income attributed to shareholders could be considerably more than shown. Refer to “Sensitivity of Earnings to Changes in Assumptions” for more information on the level of growth assumed and on the net income sensitivity to changes in these long-term assumptions.

ALDA includes commercial real estate, timber and farmland real estate, oil and gas direct holdings, and private equities, some of which relate to oil and gas.

 

62          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Potential impact on net income attributed to shareholders arising from changes in ALDA returns (1),(2),(3),(4),(5)

 

As at December 31,

($ millions)

   2016            2015  
   -10%      10%            -10%      10%  

Real estate, agriculture and timber assets

   $ (1,300    $ 1,200        $ (1,200    $ 1,200  

Private equities and other ALDA

     (1,200      1,200          (1,100      1,100  

Alternative long-duration assets

   $   (2,500    $   2,400        $   (2,300    $   2,300  

 

  (1)  

See “Caution Related to Sensitivities” above.

  (2)  

This impact is calculated as at a point-in-time impact and does not include: (i) any potential impact on ALDA weightings; (ii) any gains or losses on ALDA held in the Corporate and Other segment; or (iii) any gains or losses on ALDA held in Manulife Bank.

  (3)  

The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in ALDA returns. For some classes of ALDA, where there is not an appropriate long-term benchmark available, the return assumptions used in valuation are not permitted by the Standards of Practice and CIA guidance to result in a lower reserve than an assumption based on a historical return benchmark for public equities in the same jurisdiction.

  (4)  

Net income impact does not consider any impact of the market correction on assumed future return assumptions.

  (5)  

Please refer to “Sensitivity of Earnings to Changes in Assumptions” for more information on the level of growth assumed and on the net income sensitivity to changes in these long-term assumptions.

Foreign Exchange Risk Sensitivities and Exposure Measures

 

The Company generally matches the currency of its assets with the currency of the insurance and investment contract liabilities they support, with the objective of mitigating risk of loss arising from currency exchange rate changes. As at December 31, 2016, the Company did not have a material unmatched currency exposure.

The following table shows the potential impact on core earnings of a 10% change in the Canadian dollar relative to our key operating currencies.

Potential impact on core earnings (1),(2)

 

     2016            2015  

As at December 31,

($ millions)

   +10%
strengthening
    -10%
weakening
           +10%
strengthening
    -10%
weakening
 

10% change in the Canadian dollar relative to the U.S. dollar and the Hong Kong dollar

   $   (230   $   230        $   (230   $   230  

10% change in the Canadian dollar relative to the Japanese yen

     (50     50          (50     50  

 

(1)  

This item is a non-GAAP measure. See “Performance and Non-GAAP Measures” below.

(2)  

See “Caution Related to Sensitivities” above.

Liquidity Risk

Liquidity risk is the risk of not having access to sufficient funds or liquid assets to meet both expected and unexpected cash and collateral demands.

Liquidity Risk Management Strategy

 

Global liquidity management policies and procedures are designed to provide adequate liquidity to cover cash and collateral obligations as they come due, and to sustain and grow operations in both normal and stressed conditions. They reflect legal, regulatory, tax, operational or economic impediments to inter-entity funding. The asset mix of our balance sheet takes into account the need to hold adequate unencumbered and appropriate liquid assets to satisfy the requirements arising under stressed scenarios and to allow our liquidity ratios to remain strong. We manage liquidity centrally and closely monitor the liquidity positions of our principal subsidiaries.

We seek to mitigate liquidity risk by diversifying our business across different products, markets, geographical regions and policyholders. We design insurance products to encourage policyholders to maintain their policies in-force, to help generate a diversified and stable flow of recurring premium income. We design the policyholder termination features of our wealth management products and related investment strategies with the goal of mitigating the financial exposure and liquidity risk related to unexpected policyholder terminations. We establish and implement investment strategies intended to match the term profile of the assets to the liabilities they support, taking into account the potential for unexpected policyholder terminations and resulting liquidity needs. Liquid assets represent a large portion of our total assets. We aim to reduce liquidity risk in our deposit funded businesses by diversifying our funding sources and appropriately managing the term structure of our funding. We forecast and monitor daily operating liquidity and cash movements in various individual entities and operations as well as centrally, aiming to ensure liquidity is available and cash is employed optimally.

We also maintain centralized cash pools and access to other sources of liquidity and contingent liquidity such as repurchase funding agreements. Our centralized cash pool consists of cash or near-cash, high quality short-term investments that are continually monitored for their credit quality and market liquidity.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         63


We have established a variety of contingent funding sources. We maintain a $500 million committed unsecured revolving credit facility with certain Canadian chartered banks available for MFC, and a US$500 million committed unsecured revolving credit facility with certain U.S. banks available for MFC and certain of its subsidiaries. There were no outstanding borrowings under these credit facilities as of December 31, 2016. In addition, JHUSA is a member of the regional Federal Home Loan Bank of Indianapolis (“FHLBI”), which enables the Company to obtain loans from FHLBI as an alternative source of liquidity that is collateralized by qualifying mortgages or U.S. Treasury securities. Based on regulatory limitations, as of December 31, 2016, JHUSA had an estimated maximum borrowing capacity of US$4.4 billion under the FHLBI facility, with no amounts outstanding.

The following table outlines the maturity of the Company’s significant financial liabilities.

Maturity of financial liabilities (1)

 

As at December 31, 2016

($ millions)

   Less than
1 year
     1 to 3 years      3 to 5 years      Over
5 years
     Total  

Long-term debt

   $ 7      $ 999      $ 669      $ 4,021      $ 5,696  

Capital instruments

                          7,180        7,180  

Derivatives

     593        595        511          12,452          14,151  

Deposits from Bank clients (2)

       15,157          1,936          826               17,919  

Lease obligations

     135        188        138        505       
966
 

 

  (1)  

The amounts shown above are net of the related unamortized deferred issue costs.

  (2)  

Carrying value and fair value of deposits from Bank clients as at December 31, 2016 was $17,919 million and $17,978 million, respectively (2015 – $18,114 million and $18,226 million, respectively). Fair value is determined by discounting contractual cash flows, using market interest rates currently offered for deposits with similar terms and conditions. All deposits from Bank clients were categorized in Level 2 of the fair value hierarchy (2015 – Level 2).

Through the normal course of business, pledging of assets is required to comply with jurisdictional regulatory and other requirements including collateral pledged to partially mitigate derivative counterparty credit risk, assets pledged to exchanges as initial margin and assets held as collateral for repurchase funding agreements. Total unencumbered assets were $396.3 billion as at December 31, 2016 (2015 – $385.3 billion).

Liquidity Risk Exposure Measures

 

We manage liquidity levels of the consolidated group and key subsidiaries against established thresholds. We measure liquidity under both immediate (within one month) and ongoing (within one year) stress scenarios. Our policy is to maintain the ratio of assets to liabilities, both adjusted for their liquidity values, above the pre-established limit.

Increased use of derivatives for hedging purposes has necessitated greater emphasis on measurement and management of contingent liquidity risk related to these instruments. The market value of our derivative portfolio is therefore regularly stress tested to assess the potential collateral and cash settlement requirements under various market conditions.

Manulife Bank has a standalone liquidity risk management policy framework. The framework includes stress testing, cash flow modeling, a funding plan and a contingency plan. The Bank has an established securitization infrastructure which enables the Bank to access a range of funding and liquidity sources. The Bank models extreme but plausible stress scenarios that demonstrate that the Bank has a sufficient pool of highly liquid money market securities and holdings of sovereign bonds, near-sovereign bonds and other liquid marketable securities, which when combined with the Bank’s capacity to securitize residential mortgage assets provides sufficient liquidity to meet potential requirements under these stress scenarios.

Credit Risk

Credit risk is the risk of loss due to the inability or unwillingness of a borrower or counterparty to fulfill its payment obligations.

Credit Risk Management Strategy

Credit risk is governed by the Credit Committee which oversees the overall credit risk management program. The Company has established objectives for overall quality and diversification of our general fund investment portfolio and criteria for the selection of counterparties, including derivative counterparties, reinsurers and insurance providers. Our policies establish exposure limits by borrower, corporate connection, quality rating, industry, and geographic region, and govern the usage of credit derivatives. Corporate connection limits vary according to risk rating. Our general fund fixed income investments are primarily public and private investment grade bonds and commercial mortgages. We have a program for selling Credit Default Swaps (“CDS”) that employs a highly selective, diversified and conservative approach. CDS decisions follow the same underwriting standards as our cash bond portfolio and the addition of this asset class allows us to better diversify our overall credit portfolio.

Our credit granting units follow a defined evaluation process that provides an objective assessment of credit proposals. We assign a risk rating based on a detailed examination of the borrower that includes a review of business strategy, market competitiveness,

 

64          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


industry trends, financial strength, access to funds, and other risks facing the organization. We assess and update risk ratings regularly, based on a standardized 22-point scale consistent with those of external rating agencies. For additional input to the process, we also assess credit risks using a variety of industry standard market-based tools and metrics. We map our risk ratings to pre-established probabilities of default and loss given defaults, based on historical industry and Company experience, and to resulting default costs.

We establish delegated credit approval authorities and make credit decisions on a case-by-case basis at a management level appropriate to the size and risk level of the transaction, based on the delegated authorities that vary according to risk rating. Major credit decisions are approved by the Credit Committee and the largest decisions are approved by the CEO and, in certain cases, by the Board of Directors.

We limit the types of authorized derivatives and applications and require pre-approval of all derivative application strategies and regular monitoring of the effectiveness of derivative strategies. Derivative counterparty exposure limits are established based on a minimum acceptable counterparty credit rating (generally A- from internationally recognized rating agencies). We measure derivative counterparty exposure as net potential credit exposure, which takes into consideration mark-to-market values of all transactions with each counterparty, net of any collateral held, and an allowance to reflect future potential exposure. Reinsurance counterparty exposure is measured reflecting the level of ceded liabilities. The creditworthiness of all reinsurance counterparties is reviewed internally on a regular basis.

Regular reviews of the credits within the various portfolios are undertaken with the goal of identifying changes to credit quality, and where appropriate, taking corrective action. Prompt identification of problem credits is a key objective. Credit Risk Management provides independent credit risk oversight by reviewing assigned risk ratings, and monitoring problem and potential problem credits.

We establish an allowance for losses on a loan when it 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 the loan and related investment income. We reduce the carrying value of an impaired loan to its estimated net realizable value when we establish the allowance. We establish an allowance for losses on reinsurance contracts when a reinsurance counterparty becomes unable or unwilling to fulfill its contractual obligations. We base the allowance for loss on current recoverables and ceded policy liabilities. There is no assurance that the allowance for losses will be adequate to cover future potential losses or that additional allowances or asset write-downs will not be required.

Policy liabilities include general provisions for credit losses from future asset impairments.

Our credit policies, procedures and investment strategies are established under a strong governance framework and are designed to ensure that risks are identified, measured and monitored consistent with our risk appetite. We seek to actively manage credit exposure in our investment portfolio to reduce risk and minimize losses, and derivative counterparty exposure is managed proactively. In 2016, credit defaults and downgrade charges (changes in credit ratings impact the measurement of our policy liabilities – see Critical Accounting and Actuarial Policies below) were generally in line with our historical averages. However, we still expect volatility on a quarterly basis and losses could potentially rise above long-term expected and historical levels.

Credit Risk Exposure Measures

As at December 31, 2016 and December 31, 2015, for every 50% that credit defaults over the next year exceed the rates provided for in policy liabilities, net income attributed to shareholders would be reduced by $54 million and $57 million in each year, respectively. Downgrades could also be higher than assumed in policy liabilities resulting in policy liability increases and a reduction in net income attributed to shareholders.

The table below shows net impaired assets and allowances for loan losses.

Net Impaired Assets and Loan Losses

 

As at December 31,

($ millions, unless otherwise stated)

   2016      2015  

Net impaired fixed income assets

   $ 224       $ 161   

Net impaired fixed income assets as a % of total invested assets

     0.070%         0.052%   

Allowance for loan losses

   $ 118       $ 101   

Insurance Risk

Insurance risk is the risk of loss due to actual experience emerging differently than assumed when a product was designed and priced with respect to mortality and morbidity claims, policyholder behaviour and expenses.

Insurance Risk Management Strategy

Insurance risk is governed by the Product Oversight Committee which oversees the overall insurance risk management program. The committee has established a broad framework for managing insurance risk under a set of policies, standards and guidelines, to ensure that our product offerings align with our risk taking philosophy and risk limits, and achieve acceptable profit margins. These cover:

 

   

product design features

   

use of reinsurance

   

pricing models and software

   

internal risk-based capital allocations

   

target profit objectives

   

pricing methods and assumption setting

   

stochastic and stress scenario testing

   

required documentation

   

review and approval processes

   

experience monitoring programs

 

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         65


In each business unit that sells products with insurance risks, we designate individual pricing officers who are accountable for pricing activities, chief underwriters who are accountable for underwriting activities and chief claims risk managers who are accountable for claims activities. Both the pricing officer and the general manager of each business unit approve the design and pricing of each product, including key claims, policyholder behaviour, investment return and expense assumptions, in accordance with global policies and standards. Risk management functions provide additional oversight, review and approval of all product and pricing initiatives, as well as material underwriting initiatives. Actuarial functions provide oversight review and approval of policy liability valuation methods and assumptions. In addition, both risk and actuarial functions review and approve new reinsurance arrangements. We perform annual risk and compliance self-assessments of the product development, pricing, underwriting and claims activities of all businesses. To leverage best practices, we facilitate knowledge transfer between staff working with similar businesses in different geographies.

We utilize a global underwriting manual intended to ensure insurance underwriting practices for direct written life business are consistent across the organization while reflecting local conditions. Each business unit establishes underwriting policies and procedures, including criteria for approval of risks and claims adjudication policies and procedures.

We apply retention limits per insured life that are intended to reduce our exposure to individual large claims which are monitored in each business unit. These retention limits vary by market and jurisdiction. We reinsure exposure in excess of these limits with other companies. Our current global life retention limit is US$30 million for individual policies (US$35 million for survivorship life policies) and is shared across businesses. We apply lower limits in some markets and jurisdictions. We aim to further reduce exposure to claims concentrations by applying geographical aggregate retention limits for certain covers. Enterprise-wide, we aim to reduce the likelihood of high aggregate claims by operating globally and insuring a wide range of unrelated risk events.

We seek to actively manage the Company’s aggregate exposure to each of policyholder behaviour risk and claims risk against enterprise-wide economic capital and earnings-at-risk limits. Policyholder behaviour risk limits cover the combined risk arising from policy lapses and surrenders, withdrawals and other policyholder driven activity. The claims risk limits cover the combined risk arising from mortality, longevity and morbidity.

Internal experience studies, as well as trends in our experience and that of the industry, are monitored to update current and projected claims and policyholder behaviour assumptions, resulting in updates to policy liabilities as appropriate.

Operational Risk

Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems failures, human-performance failures or from external events.

Operational Risk Management Strategy

Our corporate governance practices, corporate values, and integrated enterprise-wide approach to managing risk set the foundation for mitigating operational risks. This base is further strengthened by internal controls and systems, compensation programs, and seeking to hire and retain trained and competent people throughout the organization. We align compensation programs with business strategy, long-term shareholder value and good governance practices, and we benchmark these compensation practices against peer companies.

We have an enterprise operational risk management framework that sets out the processes we use to identify, assess, manage, mitigate and report on significant operational risk exposures. Execution of our operational risk management strategy focuses on change management and working to achieve a cultural shift toward greater awareness and understanding of operational risk. We have an Operational Risk Committee, which is the main decision-making committee for all operational risk matters, and which has oversight responsibility for operational risk strategy, management and governance. We have enterprise-wide risk management programs for specific operational risks that could materially impact our ability to do business or impact our reputation.

Legal and Regulatory Risk Management Strategy

Global Compliance oversees our regulatory compliance program and function, supported by designated Chief Compliance Officers in every Division. The program is designed to promote compliance with regulatory obligations worldwide and to assist in making the Company aware of the laws and regulations that affect us, and the risks associated with failing to comply. Divisional compliance groups monitor emerging legal and regulatory issues and changes, and prepare us to address new requirements. Global Compliance also independently assesses and monitors the effectiveness of a broad range of regulatory compliance processes and business practices against potential legal, regulatory, fraud and reputation risks, and allows significant issues to be escalated and proactively mitigated. Among these processes and business practices are: privacy (i.e. handling of personal and other confidential information), sales and marketing practices, sales compensation practices, asset management practices, fiduciary responsibilities, employment practices, underwriting and claims processing, product design, and regulatory filings. In addition, we have policies, processes and controls in place to help protect the Company, our customers and other related third parties from acts of fraud and from risks associated with money laundering and terrorist financing. Audit Services, Global Compliance and divisional compliance personnel periodically assess the effectiveness of the control environment. For further discussion of government regulation and legal proceedings, refer to “Government Regulation” in MFC’s Annual Information Form dated February 9, 2017 and “Legal and Regulatory Proceedings” below.

 

66          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Technology, Information Security and Business Continuity Risk Management Strategy

We have an enterprise-wide business continuity and disaster recovery program. This includes policies, plans and procedures that seek to minimize the impact of natural or man-made disasters, and is designed to ensure that key business functions can continue normal operations in the event of a major disruption. Each business unit is accountable for preparing and maintaining detailed business continuity plans and processes. The global program incorporates periodic scenario analysis designed to validate the assessment of both critical and non-critical units, as well as the establishment and testing of appropriate business continuity plans for all critical functions. The business continuity team establishes and regularly tests crisis management plans and global crisis communications protocols. We maintain off-site backup facilities and failover capability designed to minimize downtime and accelerate system recovery.

Our Technology Risk Management Function provides strategy, direction, and oversight, and facilitates governance for all technology risk domain activities across Manulife. The scope of this function includes: reducing information risk exposures by introducing a robust enterprise information risk management framework and supporting infrastructure for proactively identifying, managing, monitoring and reporting on critical information risk exposures; promoting transparency and informed decision-making by building and maintaining information risk profiles and risk dashboards for Global Information Services and Divisions aligned with enterprise and operational risk reporting; providing advisory services to Global Services and the Divisions around current and emerging technology risks and their impact to the Company’s information risk profile; and reducing vendor information risk exposures by incorporating sound information risk management practices into sourcing, outsourcing and offshoring initiatives and programs.

The enterprise-wide information security program, which is overseen by the Chief Information Risk Officer, seeks to mitigate information security risks. This program establishes the information security framework for the Company, including governance, policies and standards, and appropriate controls to protect information and computer systems. We also have annual security awareness training sessions for all employees.

Many jurisdictions in which we operate are implementing more stringent privacy legislation. Our global privacy program, overseen by our Chief Privacy Officer, seeks to manage the risk of privacy breaches. It includes policies and standards, ongoing monitoring of emerging privacy legislation, and a network of privacy officers. Processes have been established to provide guidance on handling personal information and for reporting privacy incidents and issues to appropriate management for response and resolution.

In addition, the Chief Information Risk Officer, the Chief Privacy Officer, and their teams work closely on information security and privacy matters.

Human Resource Risk Management Strategy

We have a number of human resource policies, practices and programs in place that seek to manage the risks associated with attracting and retaining top talent, including recruiting programs at every level of the organization, training and development programs for our individual contributor and leadership segments globally, employee engagement surveys, and competitive compensation programs that are designed to attract, motivate and retain high-performing and high potential employees.

Model Risk Management Strategy

We have designated model risk management teams working closely with model owners and users that seek to manage model risk. Our model risk oversight program includes processes intended to ensure that our critical business models are conceptually sound and used as intended, and to assess the appropriateness of the calculations and outputs.

Third-Party Risk Management Strategy

Our governance framework to address third-party risk includes appropriate policies (such as our Global Outsourcing Policy and Global Procurement Policy), standards and procedures, and monitoring of ongoing results and contractual compliance of third-party arrangements.

Project Risk Management Strategy

To seek to ensure that key projects are successfully implemented and monitored by management, we have a Global Project Management Centre of Expertise, which is responsible for establishing policies and standards for project management. Our policies, standards and practices are benchmarked against leading practices.

Environmental Risk Management Strategy

Our Environmental Risk Policy reflects the Company’s commitment to conducting all business activities in a manner that recognizes the need to preserve the quality of the natural environment. Our Environmental Risk Policy has been designed to monitor and manage environmental risk and to seek to achieve compliance with all applicable environmental laws and regulations for business units, affiliates and subsidiaries. Business unit environmental procedures, protocols and due diligence standards are in place to help identify, monitor and manage environmental issues in advance of acquisition of property, to help to mitigate environmental risks. Historical and background investigation and subsequent soil and ground water subsurface testing may be conducted as required to assess manageable environmental risk. Regular property inspections and limitations on permitted activities further help to manage environmental liability or financial risk. Other potentially significant financial risks for individual assets, such as fire and earthquake, have generally been insured where practicable.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         67


Capital Management Framework

Manulife seeks to manage its capital with the objectives of:

 

   

Operating with sufficient capital to be able to honour all commitments to its policyholders and creditors with a high degree of confidence;

   

Retaining the ongoing confidence of regulators, policyholders, rating agencies, investors and other creditors in order to ensure access to capital markets; and

   

Optimizing return on capital to meet shareholders’ expectations subject to constraints and considerations of adequate levels of capital established to meet the first two objectives.

Capital is managed and monitored in accordance with the Capital Management Policy. The Policy is reviewed and approved by the Board of Directors annually and is integrated with the Company’s risk and financial management frameworks. It establishes guidelines regarding the quantity and quality of capital, internal capital mobility, and proactive management of ongoing and future capital requirements.

Our capital management framework takes into account the requirements of the Company as a whole as well as the needs of each of our subsidiaries. Internal capital targets are set above regulatory requirements, and consider a number of factors, including expectations of regulators and rating agencies, results of sensitivity and stress testing and our own risk assessments. We monitor against these internal targets and initiate actions appropriate to achieving our business objectives.

We periodically assess the strength of our capital position under various stress scenarios. The annual Dynamic Capital Adequacy Testing (“DCAT”) typically quantifies the financial impact of economic events arising from shocks in public equity and other markets, interest rates and credit, amongst others. Our 2016 DCAT results demonstrate that we would have sufficient assets, under the various adverse scenarios tested, to discharge our policy liabilities. This conclusion was also supported by a variety of other stress tests conducted by the Company.

We use an Economic Capital (“EC”) framework to inform our internal view of the level of required capital and available capital. The EC framework is a key component of the Own Risk and Solvency Assessment (“ORSA”) process, which ties together our risk management, strategic planning and capital management practices to confirm that our capital levels continue to be adequate from an economic perspective.

Capital management is also integrated into our product planning and performance management practices.

In order to mitigate the impact of currency movements on the consolidated capital ratios, the currency mix of assets supporting capital is managed in relation to the Company’s global capital requirements. As a result, both available and required capital increase (decrease) when the Canadian dollar weakens (strengthens).

The composition of capital between equity and other capital instruments impacts the financial leverage ratio which is an important consideration in determining the Company’s financial strength and credit ratings. The Company monitors and rebalances its capital mix through capital issuances and redemptions.

Capital and Funding Activities

In 2016, Manulife commenced its global funding strategy to diversify funding source and broaden our investor base. We raised $5.4 billion of funding in Canada, the U.S., and various markets in Asia. During the year ended December 31, 2016, $1.1 billion of securities matured or were redeemed.

The following table provides our funding activity for the year ended December 31, 2016

 

($ millions )(1)    Issued      Redeemed or matured  

Preferred shares (2),(3)

   $ 900      $  

Subordinated debentures (4),(5)

     464        950  

Senior debt (6),(7)

     4,055        150  

Total

   $   5,419      $   1,100  

 

(1)  

Amounts have been translated to Canadian dollar equivalents using the December 31, 2016 exchange rate.

(2)  

A total of $900 million of preferred shares were issued during the year: MFC issued 16 million Non-cumulative 5-Year Rate Reset Class 1 Shares, Series 21 (“Series 21 Shares”) for gross proceeds of $400 million on February 25, 2016 and an additional 1 million Series 21 Shares for gross proceeds of $25 million on March 3, 2016; MFC issued 19 million Non-cumulative 5-Year Rate Reset Class 1 Shares, Series 23 for gross proceeds of $475 million on November 22, 2016.

(3)  

Excludes 1,664,169 Non-cumulative Rate Reset Class 1 Shares, Series 3 (“Series 3 Shares”) issued by MFC which were converted on a one-for-one basis into Non-cumulative Floating Rate Class 1 Shares, Series 4 (“Series 4 Shares”) issued by MFC. For further details on the preferred share conversions, refer to Note 13 Share Capital and Earnings Per Share.

(4)  

Issued SG$500 million (3.85%) of MFC subordinated debentures on May 25, 2016.

(5)  

A total of $950 million of subordinated debentures were redeemed during the year: $550 million (4.21%) MLI subordinated debentures on November 18, 2016 and $400 million (Floating) JHFC subordinated notes on December 15, 2016.

(6)  

A total of US$3.02 billion of MFC senior notes were issued during the year: US$750 million (5.375%) and US$1 billion (4.150%) on March 4, 2016, US$1 billion (4.70%) on June 23, 2016 and US$270 million (3.527%) on December 2, 2016.

(7)  

$150 million promissory note due to Manulife Finance (Delaware) L.P. matured on December 15, 2016.

 

68          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


The following measure of capital reflects our capital management activities at the MFC level.

 

As at December 31,

($ millions)

  2016     2015     2014  

Non-controlling interests

  $ 743      $ 592      $ 464   

Participating policyholders’ equity

    248        187        156   

Preferred shares

    3,577        2,693        2,693   

Common shareholders’ equity

    38,255        38,466        30,613   

Total equity (1)

    42,823        41,938        33,926   

Adjusted for accumulated other comprehensive loss on cash flow hedges

    (232     (264     (211

Total equity excluding accumulated other comprehensive loss on cash flow hedges

    43,055        42,202        34,137   

Liabilities for preferred shares and capital instruments

    7,180        7,695        5,426   

Total capital

  $   50,235      $   49,897      $   39,563   

 

(1)  

Total equity includes unrealized gains and losses on AFS debt securities and AFS equities, net of taxes. The unrealized gain or loss on AFS debt securities are excluded from the OSFI definition of regulatory capital. As at December 31, 2016, the unrealized loss on AFS debt securities, net of taxes, $634 million (2015 – $81 million unrealized gain).

The “Total capital” referred to in the table above does not include $5.7 billion (2015 – $1.9 billion, 2014 – $3.9 billion) of senior indebtedness issued by MFC because this form of financing does not meet OSFI’s definition of regulatory capital at the MFC level. The Company has down-streamed the proceeds from this financing into operating entities in a form that qualifies as regulatory capital at the subsidiary level. Total capital in 2014 also does not include liabilities for subscription receipts issued in 2014 as part of the financing of the Standard Life acquisition. For regulatory purposes, capital is further adjusted for various additions or deductions, as mandated by the guidelines issued by OSFI.

Total capital was $50.2 billion as at December 31, 2016 compared with $49.9 billion as at December 31, 2015, an increase of $0.3 billion. The increase from December 31, 2015 was primarily driven by net income attributed to shareholders net of dividends paid of $1.4 billion and net capital issuances of $0.4 billion (does not include the $3.9 billion of senior debt issued net of maturities, as it is not in the definition of regulatory capital), partially offset by the unfavourable impact of foreign exchange rates of $1.0 billion and the unfavourable change in unrealized losses on AFS debt securities of $0.7 billion.

Financial Leverage Ratio

MFC’s financial leverage ratio increased to 29.5% at year-end 2016 from 23.8% a year ago. The 5.7 point increase primarily related to net capital issuances in 2016 of $4.3 billion which addressed higher regulatory capital requirements through issuances in several markets as we execute on our global funding diversification strategy.

Common Shareholder Dividends

The declaration and payment of shareholder dividends and the amount thereof are at the discretion of the Board of Directors and depend upon various factors, including the results of operations, financial condition, cash requirements and future prospects of the Company and regulatory restrictions on the payment of shareholder dividends, as well as any other factors deemed relevant by the Board of Directors.

Common Shareholder Dividends Paid

 

For the years ended December 31,

$ per share

  2016     2015     2014  

Dividends paid

  $   0.740      $   0.665      $   0.570   

The Company offers a Dividend Reinvestment Program (“DRIP”) whereby shareholders may elect to automatically reinvest dividends in the form of MFC common shares instead of receiving cash. The offering of the program and its terms of execution are subject to the Board of Directors’ discretion. In 2016, common shares in connection with DRIP were purchased on the open market with no applicable discount.

Regulatory Capital Position 1

MFC monitors and manages its consolidated capital in compliance with the applicable OSFI guideline. Under this regime our consolidated available capital is measured against a required amount of risk capital determined in accordance with the guideline.

MFC’s operating activities are mostly conducted within MLI or its subsidiaries. MLI is regulated by OSFI and is subject to consolidated risk-based capital requirements using the OSFI MCCSR framework. Some affiliate reinsurance business is undertaken outside the MLI consolidated framework.

Our MCCSR ratio for MLI was 230% as at December 31, 2016, compared with 223% at the end of 2015, and is well in excess of OSFI’s Supervisory Target ratio of 150% and Regulatory Minimum ratio of 120%. The increase in the MCCSR ratio is primarily due to

 

1  

The “Risk Factors” section of the MD&A outlines a number of regulatory capital risks.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         69


increased capital from net capital issuances and net income, partially offset by increases in required capital and the funding of MFC shareholder dividends. MFC’s MCCSR ratio was 199% as at December 31, 2016. The difference between the MLI and MFC ratios was largely due to the $5.7 billion of MFC senior debt outstanding that, under OSFI rules, does not qualify as available capital at the MFC level.

As at December 31, 2016, MLI’s non-consolidated operations and subsidiaries all maintained capital levels in excess of local requirements.

OSFI will be implementing a revised approach to the regulatory capital framework in Canada to come into effect in 2018. See “Risk Management – Regulatory Updates” above.

Remittability of Capital

As part of its capital management, Manulife promotes internal capital mobility so that Manulife’s parent company has access to funds to meet its obligations and to optimize the use of excess capital. Cash remittance is defined as the cash remitted or payable to the Group from operating subsidiaries and excess capital generated by stand-alone Canadian operations. It is one of the key performance indicators used by management to evaluate our financial flexibility.

In 2016, MFC subsidiaries delivered $1.8 billion in remittances, which was $400 million lower compared with the 2015 level. Robust remittances from our Canadian and U.S. subsidiaries were offset by capital injections to our Asian subsidiaries, which were needed largely to address the impact of lower interest rates on local capital requirements.

Credit Ratings

Manulife’s operating companies have strong financial strength ratings from credit rating agencies. Maintaining strong ratings on debt and capital instruments issued by MFC and its subsidiaries allows us to access capital markets at competitive pricing levels. Ratings are important factors in establishing the competitive position of insurance companies and maintaining public confidence in products being offered. Should these credit ratings decrease materially, our cost of financing may increase and our access to funding and capital through capital markets could be reduced.

During 2016, Moody’s, DBRS, Fitch and A.M. Best maintained their assigned ratings of MFC and its primary insurance operating companies. S&P maintained their assigned ratings of MFC and all primary operating companies, with the exception of Manulife Life Insurance Company, our Japan subsidiary (“Manulife Japan”). On March 18, 2016, S&P placed the AA- insurer financial strength rating of Manulife Japan on Creditwatch with negative implications after the identification of a misapplication of its guarantee criteria. On June 14, 2016, S&P removed the Creditwatch on Manulife Japan’s financial strength rating and downgraded the rating one notch, reflecting the A+ rating ceiling for the Japan sovereign.

The following table summarizes the financial strength and claims paying ability ratings of MLI and certain of its subsidiaries as at February 3, 2017.

Financial Strength Ratings

 

       S&P    Moody’s    DBRS    Fitch    A.M. Best

The Manufacturers Life Insurance Company

   AA-    A1    AA(Low)    AA-    A+ (Superior)

John Hancock Life Insurance Company (U.S.A.)

   AA-    A1    Not Rated    AA-    A+ (Superior)

Manulife (International) Limited

   AA-    Not Rated    Not Rated    Not Rated    Not Rated

Manulife Life Insurance Company

   A+    Not Rated      Not Rated      Not Rated      Not Rated  

As at February 3, 2017, S&P, Moody’s, DBRS, Fitch, and A.M. Best had a stable outlook on these ratings.

 

70          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Critical Accounting and Actuarial Policies

The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions that affect the reported amounts and disclosures made in the Consolidated Financial Statements and accompanying notes. These estimates and assumptions are based on historical experience, management’s assessment of current events and conditions and activities that the Company may undertake in the future as well as possible future economic events. Actual results could differ from these estimates. The estimates and assumptions described in this section depend upon subjective or complex judgments about matters that may be uncertain, and changes in these estimates and assumptions could materially impact the Consolidated Financial Statements.

Our significant accounting policies are described in note 1 to the Consolidated Financial Statements. Significant estimation processes relate to the determination of insurance and investment contract liabilities, assessment of relationships with other entities for consolidation, fair value of certain financial instruments, derivatives and hedge accounting, provisioning for asset impairment, determination of pension and other post-employment benefit obligations and expenses, income taxes and uncertain tax positions, valuation and impairment of goodwill and intangible assets and the measurement and disclosure of contingent liabilities as described below. In addition, in the determination of the fair values of invested assets, where observable market data is not available, management applies judgment in the selection of valuation models.

Policy Liabilities (Insurance and Investment Contract Liabilities)

Policy liabilities for IFRS are valued in Canada under standards established by the Actuarial Standards Board. These standards are designed to ensure we establish an appropriate liability on the Consolidated Statements of Financial Position to cover future obligations to all our policyholders. The assumptions underlying the valuation of policy liabilities are required to be reviewed and updated on an ongoing basis to reflect recent and emerging trends in experience and changes in risk profile of the business. In conjunction with prudent business practices to manage both product and asset related risks, the selection and monitoring of appropriate valuation assumptions is designed to minimize our exposure to measurement uncertainty related to policy liabilities.

Determination of Policy Liabilities

Policy liabilities have two major components: a best estimate amount and a provision for adverse deviation. The best estimate amount represents the estimated value of future policyholder benefits and settlement obligations to be paid over the term remaining on in-force policies, including the costs of servicing the policies. The best estimate amount is reduced by the future expected policy revenues and future expected investment income on assets supporting the policies, before any consideration for reinsurance ceded. To determine the best estimate amount, assumptions must be made for a number of key factors, including future mortality and morbidity rates, investment returns, rates of policy termination, and premium persistency, operating expenses, certain taxes (other than income taxes, and includes temporary tax timing and permanent tax rate differences on the cash flows available to satisfy policy obligations) and foreign currency. Reinsurance is used to transfer part or all of a policy liability to another insurance company at terms negotiated with that insurance company. A separate asset for reinsurance ceded is calculated based on the terms of the reinsurance treaties that are in-force, with deductions taken for the credit standing of the reinsurance counterparties where appropriate.

To recognize the uncertainty involved in determining the best estimate actuarial liability assumptions, a provision for adverse deviation (“PfAD”) is established. The PfAD is determined by including a margin of conservatism for each assumption to allow for possible mis-estimation of, or deterioration in, future experience in order to provide greater comfort that the policy liabilities will be sufficient to pay future benefits. The CIA establishes suggested ranges for the level of margins for adverse deviation based on the risk profile of the business. Our margins are set taking into account the risk profile of our business. The effect of these margins is to increase policy liabilities over the best estimate assumptions. The margins for adverse deviation decrease the income that is recognized at the time a new policy is sold and increase the income recognized in later periods as the margins release as the remaining policy risks reduce.

Best Estimate Assumptions

We follow established processes to determine the assumptions used in the valuation of our policy liabilities. The nature of each risk factor and the process for setting the assumptions used in the valuation are discussed below.

Mortality

Mortality relates to the occurrence of death. Mortality assumptions are based on our internal as well as industry past and emerging experience and are differentiated by sex, underwriting class, policy type and geographic market. We make assumptions about future mortality improvements using historical experience derived from population data. Reinsurance is used to offset some of our direct mortality exposure on in-force life insurance policies with the impact of the reinsurance directly reflected in our policy valuation for the determination of policy liabilities net of reinsurance. Actual mortality experience is monitored against these assumptions separately for each business. The results are favourable where mortality rates are lower than assumed for life insurance and where mortality rates are higher than assumed for payout annuities. Overall 2016 experience was unfavourable (2015 – unfavourable) when compared with our assumptions.

Morbidity

Morbidity relates to the occurrence of accidents and sickness for the insured risks. Morbidity assumptions are based on our internal as well as industry past and emerging experience and are established for each type of morbidity risk and geographic market. For our

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         71


JH Long Term Care business we make assumptions about future morbidity changes. Actual morbidity experience is monitored against these assumptions separately for each business. Our morbidity risk exposure relates to future expected claims costs for long-term care insurance, as well as for group benefits and certain individual health insurance products we offer. Overall 2016 experience was unfavourable (2015 – unfavourable) when compared with our assumptions.

Property and Casualty

Our Property and Casualty Reinsurance business insures against catastrophic losses from natural and human disasters. Policy liabilities are held for incurred claims including provision for anticipated development and for premiums received and not yet earned. Overall 2016 claims loss experience was in line with expectations (2015 – in line with expectations) with respect to the provisions that were established.

Policy Termination and Premium Persistency

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 our recent experience adjusted for expected future conditions. Assumptions reflect differences by type of contract within each geographic market and actual experience is monitored against these assumptions separately for each business. Overall 2016 experience was unfavourable (2015 – unfavourable) when compared with our assumptions.

Expenses and Taxes

Operating expense assumptions reflect the projected costs of maintaining and servicing in-force policies, including associated overhead expenses. The expenses are derived from internal cost studies and are 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. Actual expenses are monitored against assumptions separately for each business. Overall maintenance expenses for 2016 were unfavourable (2015 – unfavourable) when compared with our assumptions. 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.

Investment Returns

We segment assets to support liabilities by business segment and geographic market and establish investment strategies 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 for future years. The investment strategies for future asset purchases and sales are based on our target investment policies for each segment and the reinvestment returns are derived from current and projected market rates for fixed interest investments and our projected outlook for non-fixed interest assets. Credit losses are projected based on our own 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. In 2016, actual investment returns were unfavourable (2015 – unfavourable) when compared with our assumptions. Investment-related experience and the direct impact of interest rates and equity markets are discussed in the “Financial Performance” section above.

Segregated Funds

We offer segregated funds to policyholders that offer certain guarantees, including guaranteed returns of principal on maturity or death, as well as guarantees of minimum withdrawal amounts or income benefits. The on-balance sheet liability for these benefits is the expected cost of these guarantees including appropriate valuation margins for the various contingencies including mortality and lapse. The dominant driver of the cost of guarantees is the return on the underlying funds in which the policyholders invest. See “Risk Management – Market Risk – Hedging Strategies for Variable Annuity and Other Equity Risks” and the “Financial Performance – Analysis of Net Income” sections above.

Foreign Currency

Foreign currency risk results from a mismatch of the currency of the policy liabilities and the currency of the assets designated to support these obligations. We generally match the currency of our assets with the currency of the liabilities they support, with the objective of mitigating the risk of loss arising from movements in currency exchange rates. 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.

Experience Adjusted Products

Where policies have features that allow the impact of changes in experience to be passed on to policyholders through policy dividends, experience rating refunds, credited rates or other adjustable features, the projected policyholder benefits are adjusted to reflect the projected experience. Minimum contractual guarantees and other market considerations are taken into account in determining the policy adjustments.

 

72          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Provision for Adverse Deviation

The aggregate provision for adverse deviation is the sum of the provisions for adverse deviation for each risk factor. Margins for adverse deviation are established by product type and geographic market for each assumption or factor used in the determination of the best estimate actuarial liability. The margins are established based on the risk characteristics of the business being valued.

Margins for interest rate risk are included by testing a number of scenarios of future interest rates. The margin can be established by testing a limited number of scenarios, some of which are prescribed by Canadian Actuarial Standards of Practice, and determining the liability based on the worst outcome. Alternatively, the margin can be set by testing many scenarios, which are developed according to actuarial guidance. Under this approach the liability would be the average of the outcomes above a percentile in the range prescribed by the Canadian Actuarial Standards of Practice.

In addition to the explicit margin for adverse deviation, the valuation basis for segregated fund liabilities explicitly limits the future revenue recognition in the valuation basis to the amount necessary to offset acquisition expenses, after allowing for the cost of any guarantee features. The fees that are in excess of this limitation are reported as an additional margin and are shown in segregated fund non-capitalized margins.

The provision for adverse deviation and the future revenue deferred in the valuation due to the limitations on recognition of future revenue in the valuation of segregated fund liabilities are shown in the table below.

 

As at December 31,

($ millions)

   2016      2015  

Best estimate actuarial liability

   $   207,573       $   196,098   

Provision for adverse deviation

     

Insurance risks (mortality/morbidity)

     16,553         15,087   

Policyholder behaviour (lapse/surrender/premium persistency)

     4,416         4,204   

Expenses

     2,200         2,498   

Investment risks (non-credit)

     26,202         27,793   

Investment risks (credit)

     1,862         1,715   

Segregated funds guarantees

     2,462         2,565   

Total provision for adverse deviation (“PfAD”) (1)

     53,695         53,862   

Segregated funds – additional margins

     10,167         10,656   

Total of PfAD and additional segregated fund margins

   $ 63,862       $ 64,518   

 

(1)  

Reported net actuarial liabilities (excluding the $5,918 million (2015 – $6,354 million) reinsurance asset related to the Company’s in-force participating life insurance closed block that is retained on a funds withheld basis as part of the NYL transaction) as at December 31, 2016 of $261,268 million (2015 – $249,960 million) are comprised of $207,573 million (2015 – $196,098 million) of best estimate actuarial liabilities and $53,695 million (2015 – $53,862 million) of PfAD.

The change in the PfAD from period to period is impacted by changes in liability and asset composition, by currency and interest rate movements and by material changes in valuation assumptions. The overall increase in PfAD for insurance risks and policyholder behaviour was primarily due to our annual review of actuarial valuation methods and assumptions. The overall decrease in PfAD for non-credit investment risks primarily resulted from our annual review of actuarial valuation methods and assumptions.

Sensitivity of Earnings to Changes in Assumptions

When the assumptions underlying our determination of policy liabilities are updated to reflect recent and emerging experience or change in outlook, the result is a change in the value of policy liabilities which in turn affects net income attributed to shareholders. The sensitivity of net income attributed to shareholders to changes in non-economic and certain asset related assumptions underlying policy liabilities is shown below, and assumes that there is a simultaneous change in the assumptions across all business units.

For changes in asset related assumptions, the sensitivity is shown net of the corresponding impact on income of the change in the value of the assets supporting liabilities. In practice, experience for each assumption will frequently vary by geographic market and business, and assumption updates are made on a business/geographic specific basis. Actual results can differ materially from these estimates for a variety of reasons, including the interaction among these factors when more than one changes, changes in actuarial and investment return and future investment activity assumptions, actual experience differing from the assumptions, changes in business mix, effective tax rates and other market factors, and the general limitations of our internal models.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         73


Potential impact on net income attributed to shareholders arising from changes to non-economic assumptions (1)

 

As at December 31,

($ millions)

   Decrease in net income
attributable to shareholders
 
   2016      2015  

Policy related assumptions

     

2% adverse change in future mortality rates (2),(4)

     

Products where an increase in rates increases insurance contract liabilities

   $ (400    $ (400

Products where a decrease in rates increases insurance contract liabilities

     (500      (500

5% adverse change in future morbidity rates (3),(4)

       (3,700        (3,000

10% adverse change in future termination rates (4)

     (1,900      (2,000

5% increase in future expense levels

     (500      (400

 

(1)  

The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in non-economic assumptions. Experience gains or losses would generally result in changes to future dividends, with no direct impact to shareholders.

(2)  

An increase in mortality rates will generally increase policy liabilities for life insurance contracts whereas a decrease in mortality rates will generally increase policy liabilities for policies with longevity risk such as payout annuities.

(3)  

No amounts related to morbidity risk are included for policies where the policy liability provides only for claims costs expected over a short period, generally less than one year, such as Group Life and Health.

(4)  

The impacts of the sensitivities on LTC for morbidity, mortality and lapse are assumed to be moderated by partial offsets from the Company’s ability to contractually raise premium rates in such events, subject to state regulatory approval.

The increase in morbidity sensitivity between December 31, 2015 and December 31, 2016 is primarily due to updates to our valuation assumptions as a result of the Long Term Care triennial review.

Potential impact on net income attributed to shareholders arising from changes to asset related assumptions supporting actuarial liabilities

 

As at December 31,

($ millions)

   Increase (decrease) in after-tax income  
   2016               2015          
   Increase      Decrease          Increase      Decrease  

Asset related assumptions updated periodically in valuation basis changes

             

100 basis point change in future annual returns for public equities (1)

   $ 500       $ (500      $ 600       $ (600

100 basis point change in future annual returns for ALDA (2)

       2,900         (3,500          3,000           (3,400

100 basis point change in equity volatility assumption for stochastic segregated fund modelling (3)

     (200            200           (300      300   

 

(1)  

The sensitivity to public equity returns above includes the impact on both segregated fund guarantee reserves and on other policy liabilities. For a 100 basis point increase in expected growth rates, the impact from segregated fund guarantee reserves is a $200 million increase (2015 – $200 million increase). For a 100 basis point decrease in expected growth rates, the impact from segregated fund guarantee reserves is a $200 million decrease (2015 – $200 million decrease). Expected long-term annual market growth assumptions for public equities pre-dividends for key markets are based on long-term historical observed experience and compliance with actuarial standards. The pre-dividend growth rates for returns in the major markets used in the stochastic valuation models for valuing segregated fund guarantees are 7.5% per annum in Canada, 7.6% per annum in the U.S. and 5.2% per annum in Japan. Growth assumptions for European equity funds are market-specific and vary between 5.8% and 7.85%.

(2)  

ALDA include commercial real estate, timber and farmland real estate, direct oil and gas properties, and private equities, some of which relate to oil and gas. Expected long-term return assumptions are set in accordance with the Standards of Practice for the valuation of insurance contract liabilities and guidance published by the CIA. The guidance requires that the investment return assumption for these assets should not be higher than the historical long-term average returns of an appropriate broad-based index. Where such experience is not available, investment return assumptions should not result in a lower reserve than an assumption based on a historical return benchmark for public equities in the same jurisdiction. Annual best estimate return assumptions for ALDA and public equity including market growth rates and annual income, such as rent, production proceeds and dividends, vary between 5.25% and 12%, with an average of 9.7% based on the current asset mix backing our guaranteed insurance and annuity business as of December 31, 2016. The annual return assumptions for ALDA and public equity, including margins for adverse deviations in our valuation which take into account the uncertainty of achieving the returns, will vary based on our holding period. On average, for a 20-year horizon, the assumption varies between 2.5% and 7.5%.

(3)  

Volatility assumptions for public equities are based on long-term historical observed experience and compliance with actuarial standards. The resulting volatility assumptions are 17.0% per annum in Canada and 17.15% per annum in the U.S. for large cap public equities, and 19% per annum in Japan. For European equity funds, the volatility varies between 16.25% and 18.4%.

Review of Actuarial Methods and Assumptions

A comprehensive review of actuarial methods and assumptions is performed annually. The review is designed to reduce the Company’s exposure to uncertainty by ensuring assumptions for both asset related and liability related risks remain appropriate. This is accomplished by monitoring experience and selecting assumptions which represent a current best estimate view of expected future experience, and margins that are appropriate for the risks assumed. While the assumptions selected represent the Company’s current best estimates and assessment of risk, the ongoing monitoring of experience and changes in the economic environment are likely to result in future changes to the valuation assumptions, which could be material.

 

74          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


2016 Review of Actuarial Methods and Assumptions

The 2016 full year review of actuarial methods and assumptions resulted in an increase in insurance and investment contract liabilities of $655 million, net of reinsurance, and a decrease in net income attributed to shareholders of $453 million.

 

For the year ended December 31, 2016

($ millions)

  Change in gross
insurance and
investment
contract liabilities
    Change in net insurance
and investment
contract liabilities
    Change in net income
attributed to
shareholders
 

JH Long Term Care triennial review

  $ 696      $ 696      $ (452

Mortality and morbidity updates

    (12     (53     76   

Lapse and policyholder behavior

     

U.S. Variable Annuities guaranteed minimum withdrawal benefit incidence and utilization

    (1,024     (1,024        665   

Other lapses and policyholder behaviour

    516             431        (356

Economic reinvestment assumptions

    459        443        (313

Other updates

    719        162        (73

Net impact

  $    1,354      $ 655      $ (453

JH Long Term Care triennial review

U.S. Insurance completed a comprehensive long-term care experience study. This included a review of mortality, morbidity and lapse experience, as well as the reserve for in-force rate increases filed as a result of the 2013 review. In addition, the Company implemented refinements to the modelling of future tax cash flows for long-term care. The net impact of the review was a $452 million charge to net income attributed to shareholders for the year ended December 31, 2016.

Expected future claims costs increased primarily due to claims periods being longer than expected in policy liabilities, and a reduction in lapse and mortality rates. This increase in expected future claims costs was partially offset by a number of items, including expected future premium increases resulting from this year’s review and a decrease in the margin for adverse deviations related to the rate of inflation embedded in our benefit utilization assumptions.

The review of premium increases assumed in the policy liabilities resulted in a benefit to earnings of $1.0 billion for the year ended December 31, 2016; this includes future premium increases that are due to our 2016 review of morbidity, mortality and lapse assumptions, and outstanding amounts from our 2013 state filings. Premium increases averaging approximately 20% will be sought on the vast majority of the in-force business, excluding the carryover of 2013 amounts requested. Our assumptions reflect the estimated timing and amount of state approved premium increases. Our actual experience obtaining price increases could be materially different than we have assumed, resulting in further increases or decreases in policy liabilities, which could be material.

Mortality and morbidity updates

Mortality and morbidity assumptions were updated across several business units to reflect recent experience, including updates to morbidity assumptions for certain medical insurance products in Japan, leading to a $76 million benefit to net income attributed to shareholders for the year ended December 31, 2016.

Updates to lapses and policyholder behaviour

U.S. Variable Annuities guaranteed minimum withdrawal benefit incidence and utilization assumptions were updated to reflect recent experience which led to a $665 million benefit to net income attributed to shareholders for the year ended December 31, 2016. We updated our incidence assumptions to reflect the favourable impact of policyholders taking withdrawals later than expected. This was partially offset by an increase in our utilization assumptions.

In Japan, lapse rates for term life insurance products were increased at certain durations which led to a $228 million charge to net income attributed to shareholders for the year ended December 31, 2016. Other updates to lapse and policyholder behavior assumptions were made across several product lines, including term products in Canada, which led to a $128 million charge to net income attributed to shareholders for the year ended December 31, 2016.

Updates to economic reinvestment assumptions

The Company updated economic reinvestment assumptions for risk-free rates used in the valuation of policy liabilities which resulted in a $313 million charge to net income attributed to shareholders for the year ended December 31, 2016. These updates included a proactive 10 basis point reduction to our URR assumptions and a commensurate change in our calibration criteria for stochastic risk-free rates. These updates reflect the fact that interest rates are lower than they were when the current prescribed URR and calibration criteria for stochastic risk-free rates were promulgated by the Actuarial Standards Board (“ASB”) in 2014. The ASB has indicated that it will update the promulgation periodically, when necessary. We expect the promulgation to be updated in 2017 and, if required, we will make further updates to our economic reinvestment assumptions at that time.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         75


Other updates

Other model refinements related to the projection of both asset and liability cash flows across several business units led to a $73 million charge to net income attributed to shareholders for the year ended December 31, 2016. This included a charge due to refinements to our CALM models and assumptions offset by a benefit due to refinements to the modelling of future tax cash flows for certain assets in the U.S.

2015 Review of Actuarial Methods and Assumptions

The 2015 full year review of actuarial methods and assumptions resulted in an increase in insurance and investment contract liabilities of $558 million, net of reinsurance, and a decrease in net income attributed to shareholders of $451 million for the year ended December 31, 2015.

 

For the year ended December 31, 2015

($ millions)

  Change in gross
insurance and
investment
contract liabilities
    Change in net insurance
and investment
contract liabilities
    Change in net income
attributed to
shareholders
 

Mortality and morbidity updates

  $ (191   $ (146   $    168   

Lapses and policyholder behaviour

       953           571        (446

Other updates

    (584     133        (173

Net impact

  $ 178      $ 558      $ (451

Updates to mortality and morbidity

Assumptions were updated across several business units to reflect recent experience. In Japan, a reduction to the margin for adverse deviations applied to the best estimate morbidity assumptions for certain medical insurance products resulted in a $237 million increase in net income attributed to shareholders for the year ended December 31, 2015. The reduction in this margin is a result of emerging experience being aligned with expectations leading to a decrease in the level of conservatism required for this assumption.

Other mortality and morbidity updates led to a $69 million decrease in net income attributed to shareholders for the year ended December 31, 2015. This included a refinement to the modelling of mortality improvement on a portion of the Canadian retail insurance business that led to an increase to net income attributed to shareholders. This was more than offset by a review of the Company mortality assumption for some of the JH Annuities business and a number of other updates across several business units.

Updates to lapses and policyholder behaviour

Lapse rates were updated across several business units to reflect recent experience. Lapse rates for JH universal life and variable universal life products were updated which led to a net $235 million decrease in net income attributed to shareholders for the year ended December 31, 2015. Lapse rates for the low cost universal life products were reduced which led to a decrease in net income attributed to shareholders; this was partially offset by a reduction in lapse rates for the variable universal life products which led to an increase in net income attributed to shareholders.

Other updates to lapse and policyholder behavior assumptions were made across several product lines including term and whole life insurance products in Japan, which led to a $211 million decrease in net income attributed to shareholders for the year ended December 31, 2015.

Other updates

The Company implemented a refinement to the modelling of asset and liability cash flows associated with inflation-linked benefit options in the Long Term Care business, which led to a $264 million increase in net income attributed to shareholders for the year ended December 31, 2015.

The Company implemented a refinement to the projection of the term policy conversion options in Canadian retail insurance which led to a $200 million decrease in net income attributed to shareholders for the year ended December 31, 2015.

Other model refinements related to the projection of both asset and liability cash flows across several business units led to a $237 million decrease in net income attributed to shareholders for the year ended December 31, 2015. This included several items such as refinements to the modelling of reinsurance contracts in North America, updates to the future investment expense assumptions, updates to the future ALDA investment return assumptions and updates to certain future expense assumptions in JH Insurance.

 

76          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Change in net insurance contract liabilities

The change in net insurance contract liabilities can be attributed to several sources: new business, acquisitions, in-force movement and currency impact. Changes in net insurance contract liabilities are substantially offset in the financial statements by premiums, investment income, policy benefits and other policy related cash flows. The changes in net insurance contract liabilities by business segment are shown below:

2016 Net Insurance Contract Liability Movement Analysis

 

For the year ended December 31, 2016

($ millions)

   Asia
Division
     Canadian
Division
     U.S.
Division
     Corporate
and
Other
     Total  

Balance, January 1

   $   45,986       $   71,473       $ 132,906       $ (503    $ 249,862   

New business (1),(2)

     3,857         253         (493              3,617   

In-force movement (1),(3)

     6,051         1,636         6,061         (75      13,673   

Changes in methods and assumptions (1)

     108         22         549         (24      655   

Currency impact (4)

     (1,435              (3,831      12         (5,254

Balance, December 31

   $ 54,567       $ 73,384       $   135,192       $   (590    $   262,553   

 

(1)  

The $17,172 million increase reported as the change in insurance contract liabilities and change in reinsurance assets on the 2016 Consolidated Statements of Income primarily consists of changes due to normal in-force movement, new policies and changes in methods and assumptions. These three items net to an increase of $17,945 million, of which $16,906 million is included in the income statement increase in insurance contract liabilities and change in reinsurance assets, and $1,039 million is included in net claims and benefits. The Consolidated Statements of Income change in insurance contract liabilities also includes the change in embedded derivatives associated with insurance contracts. Of the $17,290 million net increase in insurance contract liabilities related to new business and in-force movement, $16,196 million was an increase in actuarial liabilities. The remaining amount was an increase of $1,094 million in other insurance contract liabilities.

(2)  

New business policy liability impact is positive/(negative) when estimated future premiums, together with future investment income, are expected to be more/(less) than sufficient to pay estimated future benefits, policyholder dividends and refunds, taxes (excluding income taxes) and expenses on new policies issued.

(3)  

The net in-force movement over the year was an increase of $13,673 million, reflecting expected growth in insurance contract liabilities in all three divisions.

(4)  

The decrease in policy liabilities from currency impact reflects the appreciation of the Canadian dollar relative to the U.S. dollar, Hong Kong dollar and Japanese yen. To the extent assets are currency matched to liabilities, the increase in insurance contract liabilities due to currency impact is offset by a corresponding increase from currency impact in the value of assets supporting those liabilities.

2015 Net Insurance Contract Liability Movement Analysis

 

For the year ended December 31, 2015

($ millions)

   Asia
Division
     Canadian
Division
     U.S.
Division
     Corporate
and
Other
     Total  

Balance, January 1

   $   33,662       $   54,488       $   121,671       $ (351    $   209,470   

Acquisitions (1)

             16,411         (13,375              3,036   

New business (2),(3)

     1,044         104         1,057                 2,205   

In-force movement (2),(4),(5)

     5,173         9         419         135         5,736   

Changes in methods and assumptions (2)

     46         452         279         (219      558   

Currency impact (6)

     6,061         9         22,855         (68      28,857   

Balance, December 31

   $ 45,986       $ 71,473       $ 132,906       $   (503    $ 249,862   

 

(1)  

In 2015, the Company acquired Standard Life and NYL assumed the Company’s in-force participating life insurance closed block through net 60% reinsurance agreements. The U.S. division acquisition amount of $(13,375 million) consists of $(5,785 million) premium ceded and $(7,590 million) reinsurance asset. See note 3 to the 2016 Consolidated Financial Statements.

(2)  

The $642 million increase reported as the change in insurance contract liabilities and change in reinsurance assets on the 2015 Consolidated Statements of Income primarily consists of changes due to normal in-force movement, new policies and changes in methods and assumptions, including the $(7,590) million change in reinsurance asset related to the NYL reinsurance. These four items net to an increase of $909 million, of which $702 million is included in the income statement increase in insurance contract liabilities and change in reinsurance assets, and $207 million is included in net claims and benefits. The Consolidated Statements of Income change in insurance contract liabilities also includes the change in embedded derivatives associated with insurance contracts. Of the $7,941 million net increase in insurance contract liabilities related to new business and in-force movement, $7,710 million was an increase in actuarial liabilities. The remaining amount was an increase of $231 million in other insurance contract liabilities.

(3)  

New business policy liability impact is positive/(negative) when estimated future premiums, together with future investment income, are expected to be more/(less) than sufficient to pay estimated future benefits, policyholder dividends and refunds, taxes (excluding income taxes) and expenses on new policies issued.

(4)  

The net in-force movement over the year was $5,736 million, reflecting expected growth in insurance contract liabilities in all three divisions. This was largely offset in the U.S. and Canada by changes in interest rates and the resulting impact on the fair value of assets which back those policy liabilities.

(5)  

See Financial Performance – Impact of Fair Value Accounting above.

(6)  

The increase in policy liabilities from currency impact reflects the depreciation of the Canadian dollar relative to the U.S. dollar, Hong Kong dollar and Japanese yen. To the extent assets are currency matched to liabilities, the increase in insurance contract liabilities due to currency impact is offset by a corresponding increase from currency impact in the value of assets supporting those liabilities.

Consolidation

The Company is required to consolidate the financial position and results of entities it controls. Control exists when the Company:

 

   

has the power to govern the financial and operating policies of the entity;

   

is exposed to a significant portion of the entity’s variable returns; and

   

is able to use its power to influence variable returns from the entity.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         77


The Company uses the same principles to assess control over any entity it is involved with. In evaluating control, potential factors assessed include the effects of:

 

   

substantive potential voting rights that are currently exercisable or convertible;

   

contractual management relationships with the entity;

   

rights and obligations resulting from policyholders to manage investments on their behalf; and

   

the effect of any legal or contractual restraints on the Company from using its power to affect its variable returns from the entity.

An assessment of control is based on arrangements in place and the assessed risk exposures at inception. Initial evaluations are reconsidered at a later date if:

 

   

the Company acquires additional interests in the entity or its interests in an entity are diluted;

   

the contractual arrangements of the entity are amended such that the Company’s involvement with the entity changes; or

   

the Company’s ability to use its power to affect its variable returns from the entity changes.

Subsidiaries are consolidated from the date on which control is obtained by the Company and cease to be consolidated from the date that control ceases.

Fair Value of Invested Assets

A large portion of the Company’s invested assets are recorded at fair value. Refer to note 1 to the 2016 Consolidated Financial Statements for a description of the methods used in determining fair values. When quoted prices in active markets are not available for a particular investment, significant judgment is required to determine an estimated fair value based on market standard valuation methodologies including discounted cash flow methodologies, matrix pricing, consensus pricing services, or other similar techniques. The inputs to these market standard valuation methodologies include: current interest rates or yields for similar instruments, credit rating of the issuer or counterparty, industry sector of the issuer, coupon rate, call provisions, sinking fund requirements, tenor (or expected tenor) of the instrument, management’s assumptions regarding liquidity, volatilities and estimated future cash flows. Accordingly, the estimated fair values are based on available market information and management’s judgments about the key market factors impacting these financial instruments. Financial markets are susceptible to severe events evidenced by rapid depreciation in asset values accompanied by a reduction in asset liquidity. The Company’s ability to sell assets, or the price ultimately realized for these assets, depends upon the demand and liquidity in the market and increases the use of judgment in determining the estimated fair value of certain assets.

Evaluation of Invested Asset Impairment

AFS fixed income and equity securities are carried at fair market value, with changes in fair value recorded in Other Comprehensive Income (“OCI”) with the exception of unrealized gains and losses on foreign currency translation of AFS fixed income securities which are included in net income attributed to shareholders. Securities are reviewed on a regular basis and any fair value decrement is transferred out of Accumulated Other Comprehensive Income (“AOCI”) and recorded in net income attributed to shareholders when it is deemed probable that the Company will not be able to collect all amounts due according to the contractual terms of a fixed income security or when fair value of an equity security has declined significantly below cost or for a prolonged period of time.

Provisions for impairments of mortgage loans and private placement loans are recorded with losses reported in earnings when there is no longer reasonable assurance as to the timely collection of the full amount of the principal and interest.

Significant judgment is required in assessing whether an impairment has occurred and in assessing fair values and recoverable values. Key matters considered include economic factors, Company and industry specific developments, and specific issues with respect to single issuers and borrowers.

Changes in circumstances may cause future assessments of asset impairment to be materially different from current assessments, which could require additional provisions for impairment. Additional information on the process and methodology for determining the allowance for credit losses is included in the discussion of credit risk in note 10 to the 2016 Consolidated Financial Statements.

Derivative Financial Instruments

The Company uses derivative financial instruments (“derivatives”) including swaps, forwards and futures agreements, and options to help manage current and anticipated exposures to changes in interest rates, foreign exchange rates, commodity prices and equity market prices, and to replicate permissible investments. Refer to note 5 to the 2016 Consolidated Financial Statements for a description of the methods used to determine the fair value of derivatives.

The accounting for derivatives is complex and interpretations of the primary accounting guidance continue to evolve in practice. Judgment is applied in determining the availability and application of hedge accounting designations and the appropriate accounting treatment under such accounting guidance. Differences in judgment as to the availability and application of hedge accounting designations and the appropriate accounting treatment may result in a differing impact on the Consolidated Financial Statements of the Company from that previously reported. Assessments of hedge effectiveness and measurements of ineffectiveness of hedging relationships are also subject to interpretations and estimations. If it was determined that hedge accounting designations were not appropriately applied, reported net income attributed to shareholders could be materially affected.

 

78          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Employee Future Benefits

The Company maintains defined contribution and defined benefit pension plans and other post-employment plans for employees and agents, including registered (tax qualified) pension plans that are typically funded, as well as supplemental non-registered (non-qualified) pension plans for executives, retiree welfare plans and disability welfare plans that are typically not funded. The largest of the defined benefit pension and retiree welfare plans in the U.S. and Canada are the material plans that are discussed herein and that are the subject of the disclosures in note 16 to the 2016 Consolidated Financial Statements.

Due to the long-term nature of defined benefit pension and retiree welfare plans, the calculation of the defined benefit obligation and net benefit cost depends on various assumptions such as discount rates, salary increase rates, cash balance interest crediting rates, health care cost trend rates and rates of mortality. These assumptions are determined by management and are reviewed annually. Changes in assumptions and differences between actual and expected experience give rise to actuarial gains and losses that affect the amount of the defined benefit obligation and other comprehensive income (“OCI”). During 2016, the actual experience resulted in a gain of $136 million (2015 – gain of $39 million) for the defined benefit pension plans and a gain of $6 million (2015 – gain of $5 million) for the retiree welfare plans. These gains were fully recognized in OCI in 2016. The key assumptions, as well as the sensitivity of the defined benefit obligation to changes in these assumptions, are presented in note 16 to the 2016 Consolidated Financial Statements.

Contributions to the registered (tax qualified) defined benefit pension plans are made in accordance with the applicable U.S. and Canadian regulations. During 2016, the Company contributed $42 million (2015 – $46 million) to these plans. As at December 31, 2016, the difference between the fair value of assets and the defined benefit obligation for these plans was a surplus of $292 million (2015 – surplus of $133 million). For 2017, the contributions to the plans are expected to be approximately $33 million.

The Company’s supplemental pension plans for executives are not funded; benefits under these plans are paid as they become due. During 2016, the Company paid benefits of $65 million (2015 – $73 million) under these plans. As at December 31, 2016, the defined benefit obligation for these plans amounted to $782 million (2015 – $834 million).

The Company’s retiree welfare plans are partially funded, although there are no regulations or laws governing or requiring the funding of these plans. As at December 31, 2016, the difference between the fair value of plan assets and the defined benefit obligation for these plans was a deficit of $79 million (2015 – deficit of $78 million).

Income Taxes

The Company is subject to income tax laws in various jurisdictions. Tax laws are complex and potentially subject to different interpretations by the taxpayer and the relevant tax authority. The provision for income taxes represents management’s interpretation of the relevant tax laws and its estimate of current and future income tax implications of the transactions and events during the period. A deferred tax asset or liability results from temporary differences between carrying values of the assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are recorded based on expected future tax rates and management’s assumptions regarding the expected timing of the reversal of such temporary differences. The realization of deferred tax assets depends upon the existence of sufficient taxable income within the carryback or carry forward periods under the tax law in the applicable tax jurisdiction. A deferred tax asset is recognized to the extent that future realization of the tax benefit is probable. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the tax benefit will be realized. Factors in management’s determination include, among other things, the following:

 

   

future taxable income exclusive of reversing temporary differences and carry forwards;

   

future reversals of existing taxable temporary differences;

   

taxable income in prior carryback years; and

   

tax planning strategies.

The Company may be required to change its provision for income taxes if the ultimate deductibility of certain items is successfully challenged by taxing authorities or if estimates used in determining the amount of deferred tax assets to recognize change significantly, or when receipt of new information indicates the need for adjustment in the recognition of deferred tax assets. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income tax, deferred tax balances, actuarial liabilities (see “Critical Accounting and Actuarial Policies – Expenses and Taxes” above) and the effective tax rate. Any such changes could significantly affect the amounts reported in the Consolidated Financial Statements in the year these changes occur.

Goodwill and Intangible Assets

Under IFRS, goodwill is tested at the cash generating unit level (“CGU”) or group of CGUs level. A CGU comprises the smallest group of assets that are capable of generating largely independent cash flows and is either a business segment or a level below. The tests performed in 2016 demonstrated that there was no impairment of goodwill or intangible assets with indefinite lives. Changes in discount rates and cash flow projections used in the determination of embedded values or reductions in market-based earnings multiples may result in impairment charges in the future, which could be material.

Impairment charges could occur in the future as a result of changes in economic conditions. The goodwill testing for 2017 will be updated based on the conditions that exist in 2017 and may result in impairment charges, which could be material.

In 2016, we reported a $97 million charge to write-off a finite intangible asset related to our John Hancock Long Term Care (“JH LTC”) distribution network.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         79


Future Accounting and Reporting Changes

There are a number of new accounting and reporting changes issued under IFRS including those still under development by the International Accounting Standards Board (“IASB”) that will impact the Company beginning in 2016. Summaries of each of the most recently issued key accounting standards are presented below.

(a) Changes effective in 2016

(I) Amendments to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”

Effective January 1, 2016, the Company adopted the amendments issued to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets” which were issued in May 2014. These amendments were applied prospectively. The amendments clarified that depreciation or amortization of assets accounted for under these two standards should reflect a pattern of consumption of the assets rather than reflect economic benefits expected to be generated from the assets. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(II) Amendments to IAS 41 “Agriculture” and IAS 16 “Property, Plant and Equipment”

Effective January 1, 2016, the Company adopted the amendments to IAS 41 “Agriculture” and IAS 16 “Property, Plant and Equipment” which were issued in June 2014. These amendments were applied retrospectively. These amendments require that “bearer plants” (that is, plants used in the production of agricultural produce and not intended to be sold as a living plant except for incidental scrap sales) should be considered as property, plant and equipment in the scope of IAS 16 and should be measured either at cost or revalued amount with changes recognized in OCI. Previously these plants were in the scope of IAS 41 and were measured at fair value less cost to sell. These amendments only apply to the accounting requirements of a bearer plant and not agricultural land properties. The Company chose to carry bearer plants at cost. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(III) Amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28 “Investments in Associates and Joint Ventures”

Effective January 1, 2016, the Company adopted amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28 “Investments in Associates and Joint Ventures” which were issued in December 2014. These amendments were applied retrospectively. The amendments clarify the requirements when applying the investment entities consolidation exception. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(b) Accounting and reporting changes issued with an effective date later than 2016

(I) Annual Improvements 2014-2016 Cycle

Annual Improvements 2014-2016 Cycle were issued in December 2016 resulting in minor amendments to three standards and are effective for the Company starting January 1, 2017. The Company is assessing the impact of these amendments.

(II) IFRS 16 “Leases”

IFRS 16 “Leases” was issued in January 2016 and is effective for years beginning on or after January 1, 2019, to be applied retrospectively or on a modified retrospective basis. It will replace IAS 17 “Leases” and IFRIC 4 “Determining whether an arrangement contains a lease”. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer (“lessee”) and the supplier (“lessor”). The standard brings most leases on-balance sheet for lessees under a single model, eliminating the previous classifications of operating and finance leases. Exemptions to this treatment are for lease contracts with low value assets or leases with duration less than one year. The on-balance sheet treatment will result in the grossing up of the balance sheet due to right-of-use assets being recognized with offsetting liabilities. Lessor accounting will remain largely unchanged with previous classifications of operating and finance leases being maintained. The Company is assessing the impact of this standard.

(III) Amendments to IAS 7 “Statement of Cash Flows”

Amendments to IAS 7 “Statement of Cash Flows” were issued in January 2016 and are effective for annual periods beginning on or after January 1, 2017, to be applied prospectively. These amendments require companies to provide information about changes in their financing liabilities. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

(IV) IFRIC 22 Foreign Currency Transactions and Advance Consideration

IFRIC 22 “Foreign Currency Transactions and Advance Consideration” was issued in December 2016, will be effective for annual periods beginning on or after January 1, 2018 and may be applied retrospectively or prospectively. IFRIC 22 addresses which foreign exchange rate to use to measure a foreign currency transaction when advance payments are made or received and non-monetary assets or liabilities are recognized prior to recognition of the underlying transaction. IFRIC 22 does not relate to goods or services accounted for at fair value or at the fair value of consideration paid or received at a date other than the date of initial recognition of the non-monetary asset or liability, or to income taxes, insurance contracts or reinsurance contracts. The foreign exchange rate on the day of the advance payment is used to measure the foreign currency transaction. If multiple advance payments are made or received, each payment is measured separately. The Company is assessing the impact of this standard.

(V) IFRS 9 “Financial Instruments”

IFRS 9 “Financial Instruments” was issued in November 2009 and amended in October 2010, November 2013 and July 2014, and is effective for years beginning on or after January 1, 2018, to be applied retrospectively, or on a modified retrospective basis. It is intended to replace IAS 39 “Financial Instruments: Recognition and Measurement”.

 

80          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


The project has been divided into three phases: classification and measurement, impairment of financial assets, and hedge accounting. IFRS 9’s current classification and measurement methodology provides that financial assets are measured at either amortized cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The classification and measurement for financial liabilities remains generally unchanged; however, for a financial liability designated as at fair value through profit or loss, revisions have been made in the accounting for changes in fair value attributable to changes in the credit risk of that liability. Gains or losses caused by changes in an entity’s own credit risk on such liabilities are no longer recognized in profit or loss but instead are reflected in OCI.

Revisions to hedge accounting were issued in November 2013 as part of the overall IFRS 9 project. The amendment introduces a new hedge accounting model, together with corresponding disclosures about risk management activity for those applying hedge accounting. The new model represents a substantial overhaul of hedge accounting that will enable entities to better reflect their risk management activities in their financial statements.

Revisions issued in July 2014 replace the existing incurred loss model used for measuring the allowance for credit losses with an expected loss model. Changes were also made to the existing classification and measurement model designed primarily to address specific application issues raised by early adopters of the standard. They also address the income statement accounting mismatches and short-term volatility issues which have been identified as a result of the insurance contracts project.

The Company expects to defer IFRS 9 until January 1, 2021 as allowed under the amendments to IFRS 4 “Insurance Contracts” outlined below.

(VI) Amendments to IFRS 4 “Insurance Contracts”

Amendments to IFRS 4 “Insurance Contracts” were issued in September 2016, which will be effective for annual periods beginning on or after January 1, 2018. The amendments introduce two approaches to address the concerns about the differing effective dates of IFRS 9 “Financial Instruments” and the forthcoming new insurance contracts standard: the overlay approach and the deferral approach. The overlay approach provides an option for all issuers of insurance contracts to adjust profit or loss for eligible financial assets by removing any additional accounting volatility that may arise from applying IFRS 9 before the new insurance contracts standard. The deferral approach provides companies whose activities are predominantly related to insurance an optional temporary exemption from applying IFRS 9 until January 1, 2021. The Company expects to defer IFRS 9 until January 1, 2021.

(VII) Amendments to IAS 12 “Income Taxes”

Amendments to IAS 12 “Income Taxes” were issued in January 2016 are effective for years beginning on or after January 1, 2017 and to be applied retrospectively. The amendments clarify recognition of deferred tax assets relating to unrealized losses on debt instruments measured at fair value. A deductible temporary difference arises when the carrying amount of the debt instrument measured at fair value is less than the cost for tax purposes, irrespective of whether the debt instrument is held for sale or held to maturity. The recognition of the deferred tax asset that arises from this deductible temporary difference is considered in combination with other deferred taxes applying local tax law restrictions where applicable. In addition, when estimating future taxable profits, consideration can be given to recovering more than the asset’s carrying amount where probable. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

(VIII) Amendments to IFRS 2 “Share-Based Payment”

Amendments to IFRS 2 “Share-Based Payment” were issued in June 2016, and are effective for annual periods beginning on or after January 1, 2018. The amendments clarify the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; provide guidance on the classification of share-based payment transactions with net settlement features for withholding tax obligations; and clarify accounting for modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

(IX) Amendments to IFRS 15 “Revenue from Contracts with Customers”

In May 2014, IFRS 15 “Revenue from Contracts with Customers” was issued, and replaces IAS 11 “Construction Contracts,” IAS 18 “Revenue” and several interpretations. Amendments to IFRS 15 were issued in April 2016. IFRS 15 as amended is effective for annual periods beginning on or after January 1, 2018, to be applied as described below.

IFRS 15 clarifies revenue recognition principles, provides a robust framework for recognizing revenue and cash flows arising from contracts with customers and enhances qualitative and quantitative disclosure requirements. IFRS 15 does not apply to insurance contracts, financial instruments and lease contracts. Accordingly, the adoption of IFRS 15 may impact the revenue recognition related to the Company’s asset management and service contracts and may result in additional financial statement disclosure.

The amendments clarify when a promised good or service is separately identifiable from other promises in a contract; provide clarifications on how to apply the principal versus agent application guidance; and provide clarifications on how an entity will evaluate the nature of a promise to grant a license of intellectual property to determine whether the promise is satisfied over time or at a point in time.

The amendments provide two practical expedients to alleviate transition burden. An entity that uses the full retrospective approach may apply IFRS 15 only to contracts that are not completed as at the beginning of the earliest period presented. An entity may determine the aggregate effect of all of the modifications that occurred between contract inception and the earliest date presented, rather than accounting for the effects of each modification separately. The Company is assessing the impact of this standard.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         81


Differences between IFRS and Hong Kong Financial Reporting Standards

Manulife’s Consolidated Financial Statements are presented in accordance with IFRS. IFRS differs in certain respects from Hong Kong Financial Reporting Standards (“HKFRS”). Until IFRS 17 “Insurance Contracts” is issued and becomes effective, IFRS 4 “Insurance Contracts” permits the use of the insurance standard in effect at the time an issuer adopts IFRS. IFRS insurance contract liabilities are valued in Canada under standards established by the Canadian Actuarial Standards Board. In certain interest rate environments, insurance contract liabilities determined in accordance with HKFRS may be higher than those computed in accordance with current IFRS.

IFRS and Hong Kong Regulatory Requirements

Insurers in Hong Kong are required by the Office of the Commissioner of Insurance to meet minimum solvency requirements. As at December 31, 2016, the Company’s business that falls within the scope of these requirements has sufficient assets to meet the minimum solvency requirements under both Hong Kong regulatory requirements and IFRS.

 

82          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Risk Factors

Our insurance, wealth and asset management and other financial services businesses subject Manulife to a broad range of risks. Management has identified the following risks and uncertainties to which our businesses, operations and financial condition are subject. The risks and uncertainties described below are not the only ones facing us. Additional risks not presently known to us or that we currently deem immaterial could also impair our businesses, operations and financial condition. If any of such risks should occur, the trading price of our securities, including common shares, preferred shares and debt securities, could decline, and you may lose all or part of your investment.

Strategic Risk Factors

We operate in highly competitive markets and compete for customers with both insurance and non-insurance financial services companies. Customer loyalty and retention, and access to distributors, are important to the Company’s success and are influenced by many factors, including our distribution practices and regulations, product features, service levels, prices, and our financial strength ratings and reputation.

We may not be successful in executing our business strategies or these strategies may not achieve our objectives.

 

   

Refer to “Risk Management – Strategic Risk” above.

   

The economic environment could be volatile and our regulatory environment will continue to evolve, potentially with higher capital requirements which could materially impact our competitiveness. Further, the attractiveness of our product offerings relative to our competitors will be influenced by competitor actions as well as our own, and the requirements of the applicable regulatory regimes. For these and other reasons, there is no certainty that we will be successful in implementing our business strategies or that these strategies will achieve the objectives we target.

   

Macro-economic factors may result in our inability to achieve business strategies and plans. Of note, economic factors such as flat or declining equity markets, equity market volatility, or a period of prolonged low interest rates could impact our ability to achieve business objectives. Other factors, such as management actions taken to bolster capital and manage the Company’s risk profile, including new or amended reinsurance agreements, and additional actions that the Company may take to help manage near-term regulatory capital ratios or help mitigate equity market and interest rate exposures, could adversely impact our longer term earnings potential.

Our insurance businesses are heavily regulated, and changes in regulation may reduce our profitability and limit our growth.

 

   

Our insurance operations are subject to a wide variety of insurance and other laws and regulations. Insurance and securities regulators in Canada, the United States, Asia and other jurisdictions regularly re-examine existing laws and regulations applicable to insurance companies, investment advisors, brokers-dealers and their products. Compliance with applicable laws and regulations is time consuming and personnel-intensive, and changes in these laws and regulations or in the interpretation or enforcement thereof, may materially increase our direct and indirect compliance costs and other expenses of doing business, thus having a material adverse effect on our results of operations and financial condition.

   

In addition, international regulators as well as domestic financial authorities and regulators in many countries have been reviewing their capital requirements and are implementing, or are considering implementing, changes aimed at strengthening risk management and capitalization of financial institutions. Future regulatory capital, actuarial and accounting changes, including changes with a retroactive impact, could have a material adverse effect on the Company’s consolidated financial condition, results of operations and regulatory capital both on transition and going forward. In addition, such changes could have a material adverse effect on the Company’s position relative to that of other Canadian and international financial institutions with which Manulife competes for business and capital. See “Risk Management – Regulatory Updates” section above for changes related to a revised regulatory capital framework in Canada effective 2018.

   

In Canada, MFC and its principal operating subsidiary, MLI, are governed by the Insurance Companies Act (Canada)(“ICA”). The ICA is administered, and the activities of the Company are supervised, by the Office of the Superintendent of Financial Institutions (“OSFI”). MLI is also subject to regulation and supervision under the insurance laws of each of the provinces and territories of Canada. Regulatory oversight is vested in various governmental agencies having broad administrative power with respect to, among other things, dividend payments, capital adequacy and risk-based capital requirements, asset and reserve valuation requirements, permitted investments and the sale and marketing of insurance contracts. These regulations are intended to protect policyholders and beneficiaries rather than investors and may adversely impact shareholder value.

   

Some recent examples of regulatory and professional standard developments which could impact our net income attributed to shareholders and/or capital position are provided below.

 

  ¡    

The International Accounting Standards Board (“IASB”) issued an exposure draft of new accounting standard for insurance contracts in June 2013. The standard is expected to be issued in 2017 with an effective date of 2021. For further discussion on the IASB exposure draft, refer to the risk factor entitled “International Financial Reporting Standards will have a material impact on our financial results”.

  ¡    

As outlined in the “Risk Management – Regulatory Updates” section above, OSFI will be implementing a revised approach to the regulatory capital framework in Canada to come into effect in 2018. The development of a new required capital framework for segregated funds (variable annuities) is progressing separately and will have a later implementation date. In addition, OSFI is considering stand-alone capital requirements for Canadian operating life insurance companies, such as MLI.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         83


  ¡    

In 2013, the International Association of Insurance Supervisors (“IAIS”) committed to the completion of several capital initiatives that would apply to select global insurance groups to reflect their systemic importance to the international financial system, including Basic Capital Requirements introduced in 2015, and the Higher Loss Absorbency requirements to be implemented in 2019. The most relevant for the Company is the IAIS plan to adopt a global Insurance Capital Standard in 2019 that will apply to all large internationally active insurance groups. It is not yet known how the proposals will affect capital requirements and the competitive position of the Company. In addition, IAIS designates annually a group of Global Systemically Important Insurers (“GSII”) that are subject to incremental capital and oversight requirements. While Manulife was not named a GSII in the past, there remains a risk of such a designation.

  ¡    

The National Association of Insurance Commissioners (“NAIC”) has been reviewing reserving and capital methodologies as well as the overall risk management framework. These reviews will affect U.S. life insurers, including John Hancock, and could lead to increased reserving and/or capital requirements for our business in the United States. In addition, the NAIC is continuing to explore the development of a group capital calculation tool; however, the scope of any such tool has not yet been determined.

 

   

The Actuarial Standards Board (“ASB”) promulgates Mortality improvement rates and the Ultimate Reinvestment Rate (“URR”) referenced in the CIA Standards of Practice for the valuation of insurance contract liabilities. These promulgations are updated periodically and both are expected to be updated in 2017. In the event that new promulgations are published, they will apply to the determination of actuarial liabilities and both may lead to a material increase in actuarial liabilities and a reduction in net income attributed to shareholders. In 2016, the Company updated economic reinvestment assumptions for risk-free rates used in the valuation of policy liabilities which included a proactive 10 basis point reduction to our URR assumptions and a commensurate change in our calibration criteria for stochastic risk-free rates. If required, we will make further updates to our economic reinvestment assumptions in 2017.

   

In the United States, state insurance laws regulate most aspects of our business, and our U.S. insurance subsidiaries are regulated by the insurance departments of the states in which they are domiciled and the states in which they are licensed. State laws grant insurance regulatory authorities broad administrative powers with respect to, among other things: licensing companies and agents to transact business; calculating the value of assets to determine compliance with statutory requirements; mandating certain insurance benefits; regulating certain premium rates; reviewing and approving policy forms; regulating unfair trade and claims practices, including through the imposition of restrictions on marketing and sales practices, distribution arrangements and payment of inducements; regulating advertising; protecting privacy; establishing statutory capital and reserve requirements and solvency standards; fixing maximum interest rates on insurance policy loans and minimum rates for guaranteed crediting rates on life insurance policies and annuity contracts; approving changes in control of insurance companies; restricting the payment of dividends and other transactions between affiliates; and regulating the types, amounts and valuation of investments. Changes in any such laws and regulations, or in the interpretation or enforcement thereof by regulators, could significantly affect our business, results of operations and financial condition.

   

Currently, the U.S. federal government does not directly regulate the business of insurance. However, federal legislation and administrative policies in several areas can significantly and adversely affect state regulated insurance companies. These areas include financial services regulation, securities regulation, pension regulation, privacy, tort reform legislation and taxation. In addition, under the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), the U.S. Board of Governors of the Federal Reserve has supervisory powers over non-bank financial companies that are determined to be systemically important, including certain insurance companies. For further discussion on Dodd-Frank, refer to the risk factor entitled “Dodd-Frank could adversely impact our results of operations and our liquidity”.

   

Insurance guaranty associations in Canada and the United States have the right to assess insurance companies doing business in their jurisdiction for funds to help pay the obligations of insolvent insurance companies to policyholders and claimants. Because the amount and timing of an assessment is beyond our control, the liabilities that we have currently established for these potential liabilities may not be adequate.

   

While many of the laws and regulations to which we are subject are intended to protect policyholders, beneficiaries, depositors and investors in our products and services, others also set standards and requirements for the governance of our operations. Failure to comply with applicable laws or regulations could result in financial penalties or sanctions, and damage our reputation.

   

From time to time, regulators raise issues during examinations or audits of Manulife that could have a material adverse impact on us. We cannot predict whether or when regulatory actions may be taken that could adversely affect our operations. For further discussion of government regulation and legal proceedings refer to “Government Regulation” in MFC’s Annual Information Form dated February 9, 2017 and “Legal and Regulatory Proceedings” below. Refer to the risk factor “Our non-North American operations face political, legal, operational and other risks that could negatively affect those operations or our results of operations and financial condition” for further discussion on the impact to our operations.

Dodd-Frank could adversely impact our results of operations and our liquidity.

 

   

Dodd-Frank establishes a framework for regulation of over-the-counter (“OTC”) derivatives which affects activities of the Company that use derivatives for various purposes, including hedging equity market, interest rate and foreign currency exposures. Regulations promulgated by the U.S. Commodities Futures Trading Commission and the U.S. Securities and Exchange Commission (“SEC”) under Dodd-Frank require certain types of OTC derivative transactions to be executed through a centralized exchange or regulated facility and be cleared through a regulated clearinghouse. These rules impose additional costs on the Company.

   

Derivative transactions executed through exchanges or regulated facilities attract incremental collateral requirements in the form of initial margin, and require variation margin to be cash settled on a daily basis which increases liquidity risk for the Company. The increase in margin requirements (relative to bilateral agreements) combined with a more restricted list of securities that qualify as eligible collateral requires us to hold larger positions in cash and treasuries, which could reduce net income attributed to shareholders.

 

84          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


   

In-force OTC derivative transactions are grandfathered and will migrate to being cleared through exchanges over time, or the Company may elect to accelerate the migration. As such, this may not become a significant risk for Manulife until a large portion of our derivatives have transitioned to clearinghouses (expected in the 2019 to 2022 timeframe) and market conditions adverse to liquidity (material increases in interest rates and/or equity markets) have been experienced. However, in certain situations such as ratings downgrade, our counterparties may be able to accelerate the transition by exercising any potential rights to terminate the contract. Some OTC derivative contracts also give Manulife and its counterparties the right to cancel the contract after specific dates. Any such cancellation by our counterparties could accelerate the transition to clearing.

   

Other jurisdictions in which Manulife operates in are expected to enact similar regulations within the next few years for cleared transactions as well as new upfront collateral and more restrictive collateral (relative to the current OTC market) to cover changes in derivative values for non-cleared transactions. We cannot predict the effect of the legislation on our hedging costs, our hedging strategy or its implementation, or whether Dodd-Frank and similar regulations in other jurisdictions will lead to an increase or decrease in or change in composition of the risks we seek to hedge.

International Financial Reporting Standards will have a material impact on our financial results.

 

   

The IASB has stated that it expects to issue a new accounting standard for insurance contracts in 2017, with an effective date of 2021. Until this standard is completed and becomes effective, IFRS does not currently prescribe an insurance contract measurement model and therefore, as permitted by IFRS 4 “Insurance Contracts”, insurance contract liabilities continue to be measured using CALM. Under CALM, the measurement of actuarial liabilities is based on projected liability cash flows, together with estimated future premiums and net investment income generated from assets held to support those liabilities.

   

This new standard will build upon an exposure draft of a new accounting standard for insurance contracts that the IASB issued in June 2013. The comment period on that exposure draft ended on October 25, 2013. We, along with other international companies in the industry, provided feedback on the significant issues we identified in relation to that exposure draft. This was supported by comprehensive field testing of the proposal within the exposure draft response period, results of which were shared with the IASB.

   

As drafted in 2013, the standard would create material volatility in our financial results and capital position; and could result in a lower discount rate used for the determination of actuarial liabilities, thereby increasing our actuarial liabilities and reducing our equity. The Company’s capital position (see note below) and income for accounting purposes could be highly correlated to prevailing market conditions, resulting in material volatility of reported results, that may necessitate changes to business strategies. Note: The regulatory capital framework in Canada is currently aligned with IFRS. In Canada, OSFI will decide on the appropriate recognition of the accounting outcomes within the regulatory capital framework.

   

Additionally, other jurisdictions may not adopt the standard as issued or on the same timeline as published by the IASB, and there is a possibility that Canada will be the first to adopt the standard. Adopting the standard in Canada before it is adopted elsewhere could increase our cost of capital compared with global competitors and the banking sector in Canada.

   

Any mismatch between the underlying economics of our business and the new accounting standard could have significant unintended negative consequences on our business model; and potentially affect our customers, shareholders and the capital markets.

Changes in tax laws, tax regulations, or interpretations of such laws or regulations could make some of our products less attractive to consumers, could increase our corporate taxes or cause us to change the value of our deferred tax assets and liabilities as well as our tax assumptions included in the valuation of our policy liabilities. This could have a material adverse effect on our business, results of operations and financial condition.

 

   

Many of the products that the Company sells benefit from one or more forms of preferred tax treatment under current income tax regimes. For example, the Company sells life insurance policies that benefit from the deferral or elimination of taxation on earnings accrued under the policy, as well as permanent exclusion of certain death benefits that may be paid to policyholders’ beneficiaries. We also sell annuity contracts that allow the policyholders to defer the recognition of taxable income earned within the contract. Other products that the Company sells, such as certain employer-paid health and dental plans, also enjoy similar, as well as other, types of tax advantages. The Company also benefits from certain tax benefits, including tax-exempt interest, dividends-received deductions, tax credits (such as foreign tax credits), and favourable tax rates and/or income measurement rules for tax purposes.

   

There is risk that tax legislation could be enacted that would lessen or eliminate some or all of the tax advantages currently benefiting the Company or its policyholders or its other clients. This could occur in the context of deficit reduction or other tax reforms. The effects of any such changes could result in materially lower product sales, lapses of policies currently held, and/or our incurrence of materially higher corporate taxes, any of which could have a material adverse effect on our business, results of operations and financial condition.

   

Additionally, the Company may be required to change its provision for income taxes or carrying amount of deferred tax assets or liabilities if the characterization of certain items is successfully challenged by taxing authorities or if future transactions or events, which could include changes in tax laws, tax regulations or interpretations of such laws or regulations, occur. Any such changes could significantly affect the amounts reported in the consolidated financial statements in the year these changes occur.

   

Tax reform in the U.S. is a current topic. A reduction to the corporate tax rate would result in a write down in the value of our net deferred tax asset and change to our assumptions, followed by a reduction in our ongoing effective tax rate. We estimate that a 1% reduction in the U.S. corporate tax rate would result in a one-time charge of approximately US$60 million related to our net deferred tax asset position and assumptions in our policy liabilities and an annual benefit to tax expense reported in core earnings of US$15 million. Other tax reform changes could reduce or eliminate the annual benefit of the lower rate.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         85


Access to capital may be negatively impacted by market conditions.

 

   

Disruptions, uncertainty or volatility in the financial markets may limit our access to capital required to operate our business. Such market conditions may limit our ability to satisfy regulatory capital requirements, to access the capital necessary to grow our business and meet our refinancing requirements. Under extreme conditions, we may be forced, among other things, to delay raising capital, issue different types of capital than we would otherwise, less effectively deploy such capital, issue shorter term securities than we prefer, or issue securities that bear an unattractive cost of capital which could decrease our profitability, dilute our existing shareholders, and significantly reduce our financial flexibility.

We may experience future downgrades in our financial strength or credit ratings, which may materially adversely impact our financial condition and results of operations.

 

   

Credit rating agencies publish financial strength ratings on life insurance companies that are indicators of an insurance company’s ability to meet contract holder and policyholder obligations. Credit rating agencies also assign credit ratings, which are indicators of an issuer’s ability to meet the terms of its obligations in a timely manner, and are important factors in a company’s overall funding profile and ability to access external capital.

   

Ratings are important factors in establishing the competitive position of insurance companies, maintaining public confidence in products being offered, and determining the cost of capital. A ratings downgrade, or the potential for such a downgrade could, among other things: increase our cost of capital and limit our access to the capital markets; cause some of our existing liabilities to be subject to acceleration, additional collateral support, changes in terms, or additional financial obligations; result in the termination of our relationships with broker-dealers, banks, agents, wholesalers and other distributors of our products and services; unfavourably impact our ability to execute on our hedging strategies; materially increase the number of surrenders, for all or a portion of the net cash values, by the owners of policies, contracts and general account guaranteed interest contracts (“GICs”) we have issued, and materially increase the number of withdrawals by policyholders of cash values from their policies; and reduce new sales, particularly with respect to general account GICs purchased by pension plans and other institutions. Any of these consequences could adversely affect our results of operations and financial condition.

   

Credit rating agencies remain concerned with: our capital and net earnings volatility associated with fair-value accounting; net residual exposures to equity markets and lower interest rates; challenges associated with managing in-force long-term care, universal life with secondary guarantees and variable annuity products in the U.S. Some credit rating agencies also view our financial leverage and earnings coverage metrics as not meeting expectations. There can be no guarantee that downgrades will not occur.

   

It is possible that there will be changes in the benchmarks for capital, liquidity, earnings and other factors used by these credit rating agencies that are important to a ratings assignment at a particular rating level. Any such changes could have a negative impact on our ratings, which could adversely impact our results of operations, financial condition and access to capital markets.

Competitive factors may adversely affect our market share and profitability.

 

   

The insurance, wealth and asset management industries are highly competitive. Our competitors include other insurers, securities firms, investment advisors, mutual funds, banks and other financial institutions. Our competitors compete with us for customers, access to distribution channels such as brokers and independent agents, and for employees. In some cases, competitors may be subject to less onerous regulatory requirements, have lower operating costs or have the ability to absorb greater risk while maintaining their financial strength ratings, thereby allowing them to price their products more competitively or offer features that make their products more attractive. These competitive pressures could result in increased pricing pressures on a number of our products and services and may harm our ability to maintain or increase our profitability. Because of the highly competitive nature of the financial services industry, there can be no assurance that we will continue to effectively compete with our industry rivals and competitive pressure may have a material adverse effect on our business, results of operations and financial condition.

We may experience difficulty in marketing and distributing products through our current and future distribution channels.

 

   

We distribute our insurance and wealth management products through a variety of distribution channels, including brokers, independent agents, broker-dealers, banks, wholesalers, affinity partners, other third-party organizations and our own sales force in Asia. We generate a significant portion of our business through individual third-party arrangements. We periodically negotiate provisions and renewals of these relationships, and there can be no assurance that such terms will remain acceptable to us or relevant third parties. An interruption in our continuing relationship with certain of these third parties could significantly affect our ability to market our products and could have a material adverse effect on our business, results of operations and financial condition.

Industry trends could adversely affect the profitability of our businesses.

 

   

Our business segments continue to be influenced by a variety of trends that affect our business and the financial services industry in general. The impact of the volatility and instability of the financial markets on our business is difficult to predict. The Company’s business plans, financial condition and results of operations have been, in the recent past, and may in the future, be negatively impacted or affected.

 

86          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


We may face unforeseen liabilities or asset impairments arising from possible acquisitions and dispositions of businesses or difficulties integrating acquired businesses.

 

   

We have engaged in acquisitions and dispositions of businesses in the past, and expect to continue to do so in the future as we may deem appropriate. There could be unforeseen liabilities or asset impairments, including goodwill impairments that arise in connection with the businesses that we may sell, have acquired, or may acquire in the future. In addition, there may be liabilities or asset impairments that we fail, or are unable, to discover in the course of performing due diligence investigations on acquisition targets. Furthermore, the use of our own funds as consideration in any acquisition would consume capital resources that would no longer be available for other corporate purposes.

   

Our ability to achieve some or all of the benefits we anticipate from any acquisitions of businesses will depend in large part upon our ability to successfully integrate the businesses in an efficient and effective manner. We may not be able to integrate the businesses smoothly or successfully, and the process may take longer than expected. The integration of operations may require the dedication of significant management resources, which may distract management’s attention from our day-to-day business. Acquisitions of operations outside of North America, especially any acquisition in a jurisdiction in which we do not currently operate, may be particularly challenging or costly to integrate. If we are unable to successfully integrate the operations of any acquired businesses, we may be unable to realize the benefits we expect to achieve as a result of the acquisitions and the results of operations may be less than expected.

If our businesses do not perform well, or if the outlook for our businesses is significantly lower than historical trends, we may be required to recognize an impairment of goodwill or intangible assets or to establish a valuation allowance against our deferred tax assets, which could have a material adverse effect on our results of operations and financial condition.

 

   

Goodwill represents the excess of the amounts we paid to acquire subsidiaries and other businesses over the fair value of their net identifiable assets at the date of acquisition. Intangible assets represent assets that are separately identifiable at the time of an acquisition and provide future benefits such as the John Hancock brand.

   

Goodwill and intangible assets with indefinite lives are tested at least annually for impairment. Goodwill is tested at the cash generating unit (“CGU”) or group of CGUs level, representing the smallest group of assets that is capable of generating largely independent cash flows. The Company completed its 2016 goodwill and intangible asset tests in the fourth quarter of 2016, and as a result, management concluded that there was no impairment of goodwill or intangible assets with indefinite lives. Going forward, as a result of the impact of economic conditions and changes in product mix and the granular level of goodwill testing under IFRS, additional impairment charges could occur in the future.

   

At December 31, 2016, under IFRS we had $5,884 million of goodwill and $4,223 million of intangible assets.

   

If market conditions deteriorate in the future and, in particular, if MFC’s common share price is low relative to book value per share, if the Company’s actions to limit risk associated with its products or investments cause a significant change in any one CGU’s recoverable amount, or if the outlook for a CGU’s results deteriorate, the Company may need to reassess the value of goodwill and/or intangible assets which could result in impairments during 2017 or subsequent periods. Such impairments could have a material adverse effect on our results of operations and financial condition.

   

Deferred income tax balances represent the expected future tax effects of the differences between the book and tax basis of assets and liabilities, loss carry forwards and tax credits. Deferred tax assets are recorded when the Company expects to claim deductions on tax returns in the future for expenses that have already been recorded in the financial statements.

   

The availability of those deductions is dependent on future taxable income against which the deductions can be made. Deferred tax assets are assessed periodically by management to determine if they are realizable. Factors in management’s determination include the performance of the business including the ability to generate gains from a variety of sources and tax planning strategies. If based on information available at the time of the assessment, it is determined that the deferred tax asset will not be realized, then the deferred tax asset is reduced to the extent that it is no longer probable that the tax benefit will be realized. At December 31, 2016, we had $4,439 million of deferred tax assets.

We may not be able to protect our intellectual property and may be subject to infringement claims.

 

   

We rely on a combination of contractual rights and copyright, trademark, patent and trade secret laws to establish and protect our intellectual property. In particular, we have invested considerable resources in promoting the brand names “Manulife” and “John Hancock” and expect to continue to do so. Although we use a broad range of measures to protect our intellectual property rights, third parties may infringe or misappropriate our intellectual property. We may have to litigate to enforce and protect our copyrights, trademarks, patents, trade secrets and know-how or to determine their scope, validity or enforceability, which represents a diversion of resources that may be significant in amount and may not prove successful. The loss of intellectual property protection or the inability to secure or enforce the protection of our intellectual property assets could have a material adverse effect on our business and our ability to compete.

   

We also may be subject to costly litigation in the event that another party alleges our operations or activities infringe upon its intellectual property rights. Third parties may have, or may eventually be issued, patents that could be infringed by our products, methods, processes or services. Any party that holds such a patent could make a claim of infringement against us. We may also be subject to claims by third parties for breach of copyright, trademark, trade secret or license usage rights. Any such claims and any resulting litigation could result in significant liability for damages. If we were found to have infringed a third-party patent or other intellectual property rights, we could incur substantial liability, and in some circumstances could be enjoined from providing certain products or services to our customers or utilizing and benefiting from certain methods, processes, copyrights, trademarks, trade

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         87


 

secrets or licenses, or alternatively could be required to enter into costly licensing arrangements with third parties, all of which could have a material adverse effect on our business, results of operations and financial condition.

Applicable laws may discourage takeovers and business combinations that common shareholders of MFC might consider in their best interests.

 

   

The ICA contains restrictions on the purchase or other acquisition, issue, transfer and voting of the shares of an insurance company. In addition, under applicable U.S. insurance laws and regulations in states where certain of our insurance company subsidiaries are domiciled, no person may acquire control of MFC without obtaining prior approval of those states’ insurance regulatory authorities. These restrictions may delay, defer, prevent, or render more difficult a takeover attempt that common shareholders of MFC might consider in their best interests. For instance, they may prevent shareholders of MFC from receiving the benefit from any premium to the market price of MFC’s common shares offered by a bidder in a takeover context. Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of MFC’s common shares if they are viewed as discouraging takeover attempts in the future.

Entities within the MFC Group are interconnected which may make separation difficult.

 

   

MFC operates in local markets through subsidiaries and branches of subsidiaries. These local operations are financially and operationally interconnected to lessen expenses, share and reduce risk, and efficiently utilize financial resources. In general, external capital required for companies in the Manulife group has been raised at the MFC or MLI level and then transferred to other entities as equity or debt capital as appropriate. Other linkages include the use of loans, guarantees, capital maintenance agreements, derivatives, shared services and reinsurance. Accordingly, the risks undertaken by a subsidiary may be transferred to or shared by affiliates through financial and operational linkages. Some of the consequences of this are:

 

  ¡    

Financial difficulties at a subsidiary may not be isolated and could cause material adverse effects on affiliates and the group as a whole.

  ¡    

Linkages may make it difficult to dispose of or separate a subsidiary or business within the group by way of a spin-off or similar transaction and the disposition or separation of a subsidiary or business may not fully eliminate the liability of the Company and its remaining subsidiaries for shared risks. Issues raised by such a transaction could include, (i) MFC and its remaining subsidiaries may continue to have residual risk under guarantees and reinsurance arrangements that could not be terminated; (ii) internal capital mobility and efficiency could be limited; (iii) significant potential tax consequences; (iv) uncertainty about the accounting and regulatory outcomes of such a transaction; (v) there may be a requirement for significant capital injections; and (vi) the transaction may result in increased sensitivity of net income attributed to shareholders and capital of MFC and its remaining subsidiaries to market declines.

Market Risk Factors

Our most significant source of publicly traded equity risk arises from variable annuity and segregated funds with guarantees, where the guarantees are linked to the performance of the underlying funds.

 

   

Publicly traded equity performance risk arises from a variety of sources, including guarantees associated with certain variable annuity and segregated fund products, asset based fees, and investments in publicly traded equities supporting both our general fund products and our surplus segment.

   

Guaranteed benefits are contingent and payable upon death, maturity, permitted withdrawal or annuitization. If equity markets decline or even if they increase by an amount lower than that assumed in our actuarial valuation, additional liabilities may need to be established to cover the contingent liabilities, resulting in a reduction in net income attributed to shareholders and regulatory capital ratios. Further, if equity markets do not recover to the amount of the guarantees, by the dates the liabilities are due, the accrued liabilities will need to be paid out in cash. In addition, sustained flat or declining public equity markets would likely reduce asset based fee revenues related to variable annuities and segregated funds with guarantees and related to other wealth and insurance products.

   

Where publicly traded equity investments are used to support policy liabilities, the policy valuation incorporates projected investment returns on these assets. If actual returns are lower than the expected returns, the Company’s policy liabilities will increase, reducing net income attributed to shareholders.

   

For products where the investment strategy applied to future cash flows in the policy valuation includes investing a specified portion of future cash flows in publicly traded equities, a decline in the value of publicly traded equities relative to other assets could require us to change the investment mix assumed for future cash flows, which may increase policy liabilities and reduce net income attributed to shareholders. A reduction in the outlook for expected future returns for publicly traded equities, which could result from a fundamental change in future expected economic growth, would increase policy liabilities and reduce net income attributed to shareholders. Furthermore, to the extent publicly traded equities are held as AFS, other than temporary impairments that arise will reduce income.

   

Expected long-term annual market growth assumptions for public equities for key markets are based on long-term historical observed experience. In the stochastic valuations of our segregated fund guarantee business, those rates inclusive of dividends are 9.5% per annum in Canada, 9.6% per annum in the U.S., 6.2% per annum in Japan and vary between 7.8% and 9.85% for European equity funds. The calibration of the economic scenario generators that are used to value segregated fund guarantee business complies with current CIA Standards of Practice for the valuation of these products. Implicit margins, determined through stochastic valuation processes, lower net yields used to establish policy liabilities. Assumptions used for public equities backing

 

88          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


 

liabilities are also developed based on historical experience but are constrained by different CIA Standards of Practice and differ slightly from those used in stochastic valuation. Alternative asset return assumptions vary based on asset class but are largely consistent, after application of valuation margins and differences in taxation, with returns assumed for public equities.

We experience interest rate and spread risk within the general fund primarily due to the uncertainty of future returns on investments.

 

   

Interest rate and spread risk arises from general fund guaranteed benefit products, general fund adjustable benefit products with minimum rate guarantees, general fund products with guaranteed surrender values, segregated fund products with minimum benefit guarantees and from surplus fixed income investments. The risk arises within the general fund primarily due to the uncertainty of future returns on investments to be made as assets mature and as recurring premiums are received and invested or reinvested to support longer dated liabilities. Interest rate risk also arises due to minimum rate guarantees and guaranteed surrender values on products where investment returns are generally passed through to policyholders. In order to reduce interest rate risk, the duration of fixed income investments in liability and surplus segments is lengthened by entering into interest rate hedges.

   

The valuation of policy liabilities reflects assumptions for the yield on future investments and the projected cash flows associated with interest rate hedges. A general decline in interest rates, without a change in corporate bond spreads and swap spreads, will reduce the assumed yield on future investments but favourably impact the value of lengthening interest rate hedges. Conversely, a general increase in interest rates, without a change in corporate bond spreads and swap spreads, will increase the assumed yield on future investments, but unfavourably impact the value of lengthening interest rate hedges. The Company’s disclosed estimated impact from interest rate movements reflects a parallel increase and decrease in interest rates of specific amounts. The reinvestment assumptions used in the valuation of our insurance liabilities are based on interest rate scenarios and calibration criteria set by the Actuarial Standards Board, while our interest rate hedges are valued using current market interest rates. Therefore, in any particular quarter, changes to the reinvestment assumptions are not fully aligned to changes in current market interest rates especially when there is a significant change in the shape of the interest rate curve. As a result, the impact from non-parallel movements may be materially different from the estimated impact of parallel movements . Furthermore, changes in interest rates could change the reinvestment scenarios used in the calculation of our actuarial liabilities. The reinvestment scenario changes tend to amplify the negative effects of a decrease in interest rates, and dampen the positive effects of interest rate increases. In addition, decreases in corporate bond spreads or increases in swap spreads will result in an increase in policy liabilities and a reduction in net income attributed to shareholders, while an increase in corporate bond spreads or a decrease in swap spreads will have the opposite impact. The impact of changes in interest rates and in spreads may be partially offset by changes to credited rates on adjustable products that pass through investment returns to policyholders.

   

For segregated fund and variable annuity products, a sustained increase in interest rate volatility or a decline in interest rates would also likely increase the costs of hedging the benefit guarantees provided.

We experience ALDA performance risk when actual returns are lower than expected returns.

 

   

ALDA performance risk arises from general fund investments in commercial real estate, timber properties, farmland properties, infrastructure, oil and gas properties, and private equities.

   

Where these assets are used to support policy liabilities, the policy valuation incorporates projected investment returns on these assets. ALDA assumptions vary by asset class and generally have a similar impact on policy liabilities as public equities would. If actual returns are lower than the expected returns, the Company’s policy liabilities will increase, reducing net income attributed to shareholders. A reduction in the outlook for expected future returns for ALDA, which could result from a variety of factors such as a fundamental change in future expected economic growth or declining risk premiums due to increased competition for such assets, would increase policy liabilities and reduce net income attributed to shareholders. Further, if returns on certain external asset benchmarks used to determine permissible assumed returns under the CIA Standards of Practice are lower than expected, the Company’s policy liabilities will increase, reducing net income attributed to shareholders.

   

In recent periods, the value of oil and gas assets has been negatively impacted by the decline in energy prices and could be further negatively affected by additional declines in energy prices as well as by a number of other factors including production declines, adverse operating results, the impact of weather conditions on seasonal demand, our ability to execute on capital programs, incorrect assessments of the value of acquisitions, uncertainties associated with estimating oil and natural gas reserves, difficult economic conditions and geopolitical events. Changes in government regulation of the oil and gas industry, including environmental regulation, carbon taxes and changes in the royalty rates resulting from provincial royalty reviews, could also adversely affect the value of our oil and gas investments. The negative impact of changes in these factors can take time to be fully reflected in the valuations of these investments, especially if the change is large and rapid. It can take time for market participants to adjust their forecasts and better understand the potential medium to long term impact of the changes. As a result, valuation changes in any given period may reflect the delayed impact of events that occurred in prior periods.

   

Difficult economic conditions could result in higher vacancy, lower rental rates and lower demand for real estate investments, all of which would negatively impact the value of our real estate investments. Difficult economic conditions could also prevent companies in which we have made private equity investments from achieving their business plans and could cause the value of these investments to fall, or even cause the companies to fail entirely. Declining valuation multiples in the public equity market would also likely cause values to decline in our private equity portfolio. The timing and amount of investment income from private equity investments is difficult to predict, and investment income from these investments can vary from quarter to quarter.

   

In addition, a rising interest rate environment could result in the value of some of our ALDA investments declining, particularly those with fixed contractual cash flows such as real estate.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         89


   

We rely on a diversified portfolio of ALDA assets to generate returns. Diversification benefits may go down over time, especially during a period of economic stress, which would adversely affect portfolio returns.

   

The Company determines investment return assumptions for alternative long-duration assets in accordance with the Standards of Practice for the valuation of insurance contract liabilities and guidance published by the CIA. The guidance requires that the investment return assumption for these assets should not be higher than the historical long-term average returns of an appropriate broad-based index. Where such experience is not available, the investment return assumption for these assets should not result in a lower reserve than an assumption based on a historical return benchmark for public equities in the same jurisdiction. As a result, the impact of changes in the historical returns for public equity benchmarks may result in an update to our investment return assumptions.

Our liabilities are valued based on an assumed asset investment strategy over the long-term.

 

   

We assume an investment strategy for the assets that back our liabilities. The strategy involves making assumptions on the kind of assets we will invest and the returns such assets will generate.

   

We may not be able to implement our investment strategy as assumed due to a lack of assets available at the returns we assume. This may result in a change in investment strategy and/or assumed future returns, thus adversely impacting our financial results.

We experience foreign exchange risk as a substantial portion of our business is transacted in currencies other than Canadian dollars.

 

   

Our financial results are reported in Canadian dollars. A substantial portion of our business is transacted in currencies other than Canadian dollars, mainly U.S. dollars, Hong Kong dollars and Japanese yen. If the Canadian dollar strengthens relative to these currencies, net income attributed to shareholders would decline and our reported shareholders’ equity would decline. Further, to the extent that the resultant change in available capital is not offset by a change in required capital, our regulatory capital ratios would be reduced. A weakening of the Canadian dollar against the foreign currencies in which we do business would have the opposite effect, and would increase net income attributed to shareholders and shareholders’ equity and would potentially increase our regulatory capital ratios. See “Impact of Foreign Exchange Rates” above.

The Company’s hedging strategies will not fully reduce the market risks related to the product guarantees and fees being hedged, hedging costs may increase and the hedging strategies expose the Company to additional risks.

 

   

The Company’s market risk hedging strategies include a variable annuity guarantee dynamic hedging strategy and a macro equity risk hedging strategy. The variable annuity dynamic hedging strategy is designed to hedge the sensitivity of variable annuity guarantee policy liabilities to fund performance (both public equity and bond funds) and interest rate movements. The macro equity risk hedging strategy is designed to hedge a portion of our earnings sensitivity to public equity market movements arising from variable annuity guarantees not dynamically hedged, directly held exposures, and from other products and fees. Some of the limitations and risks associated with each strategy are described below.

   

Our hedging strategies rely on the execution of derivative transactions in a timely manner. Therefore, hedging costs and the effectiveness of the strategy may be negatively impacted if markets for these instruments become illiquid. The Company is subject to the risk of increased funding and collateral demands which may become significant as equity markets increase.

   

The Company is also subject to counterparty risks arising from the derivative instruments and to the risk of increased funding and collateral demands which may become significant as equity markets and interest rates increase. The strategies are highly dependent on complex systems and mathematical models that are subject to error and rely on forward-looking long-term assumptions that may prove inaccurate, and which rely on sophisticated infrastructure and personnel which may fail or be unavailable at critical times. Due to the complexity of the strategies there may be additional, unidentified risks that may negatively impact our business and future financial results. In addition, rising equity markets and interest rates that would otherwise result in profits on variable annuities will be offset by losses from our hedging positions. Refer to the risk factor “If a counterparty fails to fulfill its obligations, we may be exposed to risks we had sought to mitigate” for further information pertaining to counterparty risks.

   

Under certain market conditions, which include a sustained increase in realized equity and interest rate volatilities, a decline in interest rates, or an increase in the correlation between equity returns and interest rate declines, the costs of hedging the benefit guarantees provided in variable annuities may increase or become uneconomic. In addition, there can be no assurance that our dynamic hedging strategy will fully offset the risks arising from the variable annuities being hedged.

   

Policy liabilities and MCCSR required capital for variable annuity guarantees are determined using long-term forward-looking estimates of volatilities. These long-term forward-looking volatilities assumed for policy liabilities and required capital meet the CIA and OSFI calibration standards. To the extent that realized equity or interest rate volatilities in any quarter exceed the assumed long-term volatilities, or correlations between interest rate changes and equity returns are higher, there is a risk that rebalancing will be greater and more frequent, resulting in higher hedging costs.

   

The level of guarantee claims ultimately paid will be impacted by policyholder longevity and policyholder activity including the timing and amount of withdrawals, lapses and fund transfers. The sensitivity of liability values to equity market and interest rate movements that we hedge are based on long-term expectations for longevity and policyholder activity, since the impact of actual longevity and policyholder experience variances cannot be hedged using capital markets instruments.

 

90          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Changes in market interest rates may impact our net income attributed to shareholders and capital ratios.

 

   

A prolonged low interest rate environment may result in charges related to lower fixed income reinvestment assumptions and an increase in new business strain until products are repositioned for the lower rate environment. Other potential consequences of low interest rates include:

 

  ¡    

Low interest rates could negatively impact sales;

  ¡    

Lower risk-free rates tend to increase the cost of hedging, and as a result the offering of guarantees could become uneconomic;

  ¡    

The reinvestment of cash flows into low yielding AFS bonds could result in lower future earnings on surplus;

  ¡    

A lower interest rate environment could be correlated with other macro-economic factors including unfavourable economic growth and lower returns on other asset classes;

  ¡    

Lower interest rates could contribute to potential impairments of goodwill;

  ¡    

Lower interest rates could lead to lower mean bond parameters used for the stochastic valuation of segregated fund guarantees, resulting in higher policy liabilities;

  ¡    

Lower interest rates would also reduce expected earnings on in-force policies, which would reduce core earnings, lower net income attributed to shareholders and may increase new business strain until products are repositioned for the lower rate environment;

  ¡    

A prolonged low interest environment may also result in the Actuarial Standard Board lowering the promulgated Ultimate Reinvestment Rate (“URR”) and require us to increase our provisions;

  ¡    

The difference between the current investable returns and the returns used in pricing new business are generally capitalized when new business is written. Lower interest rates result in higher new business strain until products are re-priced or interest rates increase; and

  ¡    

Fixed income reinvestment rates other than the URR are based on current market rates. The net income sensitivity to changes in current rates is outlined in the section “Interest Rate and Spread Risk Sensitivities and Exposure Measures” above.

AFS investments are recorded at fair value, but losses arising on those investments may not have been recorded in income.

 

   

Some of our investments are classified as AFS. AFS debt securities are recorded at fair value, but unrealized gains and losses are recorded in a separate component of equity and are not charged to net income attributed to shareholders. Unrealized gains are recorded in net income attributed to shareholders when the related asset is sold. Unrealized losses are recorded in net income attributed to shareholders either when the related asset is sold or when the related asset is considered impaired and the impairment is not considered to be temporary. Should market levels decline, impairments may be judged to be other than temporary and part or all of any unrealized losses may be charged against future income as a result.

   

Our valuation of certain financial instruments may include methodologies, estimations and assumptions which are subjective in nature. Changes to investment valuations may arise in the future which materially adversely affect our results of operations and financial condition.

   

The fair value for certain of our investments that are not actively traded is determined using models and other valuation techniques. These values therefore incorporate considerable judgment and involve making estimates including those related to the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty. The use of different methodologies and assumptions may have a material effect on the estimated fair value amounts.

   

Significant market disruption could result in rapidly widening credit spreads and illiquidity, volatile markets and for some instruments significantly reduced trading activity. It has been, and may continue to be difficult to value certain of our securities if trading is less active and/or market data is harder to observe. Consequently, valuations may include inputs and assumptions that are less observable or require greater estimation thereby resulting in values which may differ materially from the value at which the investments may be ultimately sold. Further, rapidly changing credit and equity market conditions could materially impact the valuation of securities as reported within our Consolidated Financial Statements and the period-to-period changes in value could vary significantly. Decreases in value that become recognizable in future periods could have a material adverse effect on our results of operations and financial condition.

Liquidity Risk Factors

Manulife is exposed to liquidity risk in each of our operating companies and in our holding company. In the operating companies, expected cash and collateral demands arise day-to-day to fund anticipated policyholder benefits, withdrawals of customer deposit balances, reinsurance settlements, derivative instrument settlements/collateral pledging, expenses, investment and hedging activities. Under stressed conditions, unexpected cash and collateral demands could arise primarily from a change in the level of policyholders either terminating policies with large cash surrender values or not renewing them when they mature, withdrawals of customer deposit balances, borrowers renewing or extending their loans when they mature, derivative settlements or collateral demands, and reinsurance settlements or collateral demands.

Adverse capital and credit market conditions may significantly affect our liquidity risk.

 

   

Reduced asset liquidity may restrict our ability to sell certain types of assets for cash without taking significant losses. If providers of credit preserve their capital, our access to borrowing from banks and others or access to other types of credit such as letters of credit, may be reduced. If investors have a negative perception of our creditworthiness, this may reduce access to wholesale

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         91


 

borrowing in the debt capital markets, or increase borrowing costs. Should large and unexpected cash outflows occur, exceeding our worst case stress testing, we may be forced to sell assets at a loss or raise additional funds at significant cost in order to meet our liquidity needs.

   

We are dependent on cash flow from operations, a pool of highly liquid money market securities and holdings of sovereign bonds, near-sovereign bonds and other liquid marketable securities to provide liquidity. We need liquidity to meet our payment obligations including those related to insurance and annuity benefits, cashable liabilities, our operating expenses, interest on our debt, dividends on our equity capital, and to replace maturing and certain callable liabilities.

   

Liquid assets are also required to pledge as collateral to support activities such as the use of derivatives for hedging purposes and to cover cash settlement associated with exchange-traded derivatives that are settled with exchanges. The implementation of Dodd-Frank in the United States increased the amount of derivatives executed through centralized exchanges and cleared through regulated clearinghouses and therefore increased related liquidity risk. Other jurisdictions in which we operate could enact similar regulations within the next few years for cleared transactions as well as new upfront collateral and more restrictive collateral (relative to the current OTC market) to cover changes in derivative values for non-cleared transactions. The principal sources of our liquidity are cash and our assets that are readily convertible into cash, including insurance and annuity premiums, fee income earned on AUM, money market securities, and cash flow from our investment portfolio. The issuance of long-term debt, common and preferred shares and other capital securities may also increase our available liquid assets or be required to replace certain maturing or callable liabilities.

   

In the event we seek additional financing, the availability and terms of such financing will depend on a variety of factors including market conditions, the availability of credit to the financial services industry, our credit ratings and credit capacity, as well as the possibility that customers, lenders or investors could develop a negative perception of our long-term or short-term financial prospects if we incur large financial losses or if the level of our business activity decreases further due to a significant market downturn.

We are exposed to re-pricing risk on letters of credit.

 

   

In the normal course of business, third-party banks issue letters of credit on our behalf. In lieu of posting collateral, our businesses utilize letters of credit for which third parties are the beneficiaries, as well as for affiliate reinsurance transactions between subsidiaries of MFC. Letters of credit and letters of credit facilities must be renewed periodically. At time of renewal, the Company is exposed to re-pricing risk and under adverse conditions increases in costs may be realized. In the most extreme scenarios, letters of credit capacity could become constrained due to non-renewals which would restrict our flexibility to manage capital. This could negatively impact our ability to meet local capital requirements or our sales of products in jurisdictions in which our operating companies have been affected. As at December 31, 2016, letters of credit for which third parties are beneficiary, in the amount of $83 million, were outstanding. There were no assets pledged against these outstanding letters of credit as at December 31, 2016.

Our obligations to pledge collateral or make payments related to declines in value of specified assets may adversely affect our liquidity.

 

   

In the normal course of business, we are obligated to pledge assets to comply with jurisdictional regulatory and other requirements including collateral pledged in relation to derivative contracts and assets held as collateral for repurchase funding agreements. The amount of collateral we may be required to post under these agreements, and the amount of payments we are required to make to our counterparties, may increase under certain circumstances, including a sustained or continued decline in the value of our derivative contracts. Such additional collateral requirements and payments could have an adverse effect on our liquidity. As at December 31, 2016, total pledged assets were $6,182 million, compared with $6,071 million in 2015.

Our banking subsidiary relies on confidence sensitive deposits and this increases our liquidity risk.

 

   

Manulife Bank is a wholly-owned subsidiary of our Canadian life insurance operating company, MLI. The Bank is principally funded by retail deposits. A real or perceived problem with the Bank or its parent companies could result in a loss of confidence in the Bank’s ability to meet its obligations, which in turn may trigger a significant withdrawal of deposit funds. A substantial portion of the Bank’s deposits are demand deposits that can be withdrawn at any time, while the majority of the Bank’s assets are first residential mortgages in the form of home equity lines of credit, which represent long-term funding obligations. If deposit withdrawal speeds exceed our extreme stress test assumptions the Bank may be forced to sell assets at a loss to third parties, call the home equity lines of credit or the Bank may request support from MLI.

As a holding company, MFC depends on the ability of its subsidiaries to transfer funds to it to meet MFC’s obligations and pay dividends.

 

   

MFC is a holding company and relies on dividends and interest payments from our insurance and other subsidiaries as the principal source of cash flow to meet MFC’s obligations and pay dividends. As a result, MFC’s cash flows and ability to service its obligations are dependent upon the earnings of its subsidiaries and the distribution of those earnings and other funds by its subsidiaries to MFC. Substantially all of MFC’s business is currently conducted through its subsidiaries. In addition, OSFI is considering capital requirements for MLI on a stand-alone basis that could further restrict dividends and other distributions to MFC.

   

The ability of our holding company to fund its cash requirements depends upon it receiving dividends, distributions and other payments from our operating subsidiaries. The ability of MFC’s insurance subsidiaries to pay dividends to MFC in the future will depend on their earnings and regulatory restrictions. These subsidiaries are subject to a variety of insurance and other laws and regulations that vary by jurisdiction and are intended to protect policyholders and beneficiaries in that jurisdiction first and foremost, rather than investors. These subsidiaries are generally required to maintain solvency and capital standards as set by their local

 

92          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


 

regulators and may also be subject to other regulatory restrictions, all of which may limit the ability of subsidiary companies to pay dividends or make distributions to MFC. Such limits could have a material adverse effect on MFC’s liquidity, including its ability to pay dividends to shareholders and service its debt.

   

The potential changes to regulatory capital and actuarial and accounting standards could also limit the ability of the insurance subsidiaries to pay dividends or make distributions and could have a material adverse effect on MFC’s liquidity and on internal capital mobility, including on MFC’s ability to pay dividends to shareholders and service its debt. We may be required to raise additional capital, which could be dilutive to existing shareholders, or to limit the new business we write, or to pursue actions that would support capital needs but adversely impact our subsequent earnings potential. In addition, the timing and outcome of these initiatives could have a significantly adverse impact on our competitive position relative to that of other Canadian and international financial institutions with which we compete for business and capital.

   

The payment of dividends to MFC by MLI is subject to restrictions set out in the ICA. The ICA prohibits the declaration or payment of any dividend on shares of an insurance company if there are reasonable grounds for believing: (i) the company does not have adequate capital and adequate and appropriate forms of liquidity; or (ii) the declaration or the payment of the dividend would cause the company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or of any direction made to the company by the Superintendent. All of our U.S. and Asian operating life insurance companies are subsidiaries of MLI.

   

Certain of MFC’s U.S. insurance subsidiaries also are subject to insurance laws in Michigan, New York, Massachusetts, and Vermont, the jurisdictions in which these subsidiaries are domiciled, which impose general limitations on the payment of dividends and other upstream distributions by these subsidiaries to MLI.

   

Our Asian insurance subsidiaries are also subject to restrictions in the jurisdictions in which these subsidiaries are domiciled which could affect their ability to pay dividends to MLI in certain circumstances.

   

The Company seeks to maintain capital in its insurance subsidiaries in excess of the minimum required in all jurisdictions in which the Company does business. The minimum requirements in each jurisdiction may increase due to regulatory changes and we may decide to maintain additional capital in our operating subsidiaries to fund expected growth of the business or to deal with changes in the risk profile of such subsidiaries. Any such increases in the level of capital may reduce the ability of the operating companies to pay dividends and have a material adverse effect on MFC’s liquidity.

The declaration and payment of dividends and the amount thereof is subject to change.

 

   

The holders of common shares are entitled to receive dividends as and when declared by the Board of Directors of MFC, subject to the preference of the holders of Class A Shares, Class 1 Shares, Class B Shares (collectively, the “Preferred Shares”) and any other shares ranking senior to the common shares with respect to priority in payment of dividends. The declaration and payment of dividends and the amount thereof is subject to the discretion of the Board of Directors of MFC and is dependent upon the results of operations, financial condition, cash requirements and future prospects of, and regulatory restrictions on the payment of dividends by MFC and other factors deemed relevant by the Board of Directors of MFC. Although MFC has historically declared quarterly cash dividends on the common shares, MFC is not required to do so and the Board of Directors of MFC may reduce, defer or eliminate MFC’s common share dividend in the future.

   

The foregoing risk disclosure in respect of the declaration and payment of dividends on the common shares applies equally in respect of the declaration and payment of dividends on the Preferred Shares, notwithstanding that the Preferred Shares have a fixed rate of dividend.

   

See “Government Regulation” and “Dividends” in MFC’s Annual Information Form dated February 9, 2017 for a summary of additional statutory and contractual restrictions concerning the declaration of dividends by MFC.

Credit Risk Factors

Worsening regional and global economic conditions or the rise in interest rates could result in borrower or counterparty defaults or downgrades, and could lead to increased provisions or impairments related to our general fund invested assets and off-balance sheet derivative financial instruments, and an increase in provisions for future credit impairments to be included in our policy liabilities. Any of our reinsurance providers being unable or unwilling to fulfill their contractual obligations related to the liabilities we cede to them could lead to an increase in policy liabilities.

Our invested assets primarily include investment grade bonds, private placements, commercial mortgages, asset-backed securities, and consumer loans. These assets are generally carried at fair value, but changes in value that arise from a credit-related impairment are recorded as a charge against income. The return assumptions incorporated in actuarial liabilities include an expected level of future asset impairments. There is a risk that actual impairments will exceed the assumed level of impairments in the future and earnings could be adversely impacted.

Defaults and downgrade charges on our invested assets were generally in line with our historical average in 2016; however, we still expect volatility on a quarterly basis and losses could potentially rise above long-term expected levels. Net impaired fixed income assets were $224 million, representing 0.07% of total general fund invested assets as at December 31, 2016, compared with $161 million, representing 0.05% of total general fund invested assets as at December 31, 2015.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         93


If a counterparty fails to fulfill its obligations, we may be exposed to risks we had sought to mitigate.

 

   

The Company uses derivative financial instruments to mitigate exposures to public equity, foreign currency, interest rate and other market risks arising from on-balance sheet financial instruments, guarantees related to variable annuity products, selected anticipated transactions and certain other guarantees. The Company may be exposed to counterparty risk if a counterparty fails to pay amounts owed to us or otherwise perform its obligations to us. Counterparty risk increases during economic downturns because the probability of default increases for most counterparties. If any of these counterparties default, we may not be able to recover the amounts due from that counterparty. As at December 31, 2016, the largest single counterparty exposure without taking into account the impact of master netting agreements or the benefit of collateral held, was $3,891 million (2015 – $4,155 million). The net exposure to this counterparty, after taking into account master netting agreements and the fair value of collateral held, was nil (2015 – nil). As at December 31, 2016, the total maximum credit exposure related to derivatives across all counterparties, without taking into account the impact of master netting agreements and the benefit of collateral held, was $24,603 million (2015 – $25,332 million) compared with $190 million after taking into account master netting agreements and the benefit of fair value of collateral held (2015 – $68 million). The exposure to any counterparty would grow if, upon the counterparty’s default, markets moved such that our derivatives with that counterparty gain in value. Until we are able to replace that derivative with another counterparty, the gain on the derivatives subsequent to the counterparty’s default would not be backed by collateral.

   

The Company reinsures a portion of the business we enter into; however, we remain legally liable for contracts that we had reinsured. In the event that any of our reinsurance providers were unable or unwilling to fulfill their contractual obligations related to the liabilities we cede to them, we would need to increase actuarial reserves, adversely impacting our net income attributed to shareholders and capital position. In addition, the Company has over time sold certain blocks of business to third-party purchasers using reinsurance. To the extent that the reinsured contracts are not subsequently novated to the purchasers, we remain legally liable to the insureds. Should the purchasers be unable or unwilling to fulfill their contractual obligations under the reinsurance agreement, we would need to increase policy liabilities resulting in a charge to net income attributed to shareholders. To reduce credit risk, the Company may require purchasers to provide collateral for their reinsurance liabilities.

   

We participate in a securities lending program whereby blocks of securities are loaned to third parties, primarily major brokerage firms and commercial banks. Collateral, which exceeds the market value of the loaned securities, is retained by the Company until the underlying security has been returned. If any of our securities lending counterparties default and the value of the collateral is insufficient, we would incur losses. As at December 31, 2016, the Company had loaned securities (which are included in invested assets) valued at approximately $1,956 million, compared with $648 million at December 31, 2015.

The determination of allowances and impairments on our investments is subjective and changes could materially impact our results of operations or financial position.

 

   

The determination of allowances and impairments is based upon a periodic evaluation of known and inherent risks associated with the respective security. Management considers a wide range of factors about the security and uses its best judgment in evaluating the cause of the decline, in estimating the appropriate value for the security and in assessing the prospects for near-term recovery. Inherent in management’s evaluation of the security are assumptions and estimates about the operations of the issuer and its future earnings potential. Considerations in the impairment evaluation process include: (i) the severity of the impairment; (ii) the length of time and the extent to which the market value of a security has been below its carrying value; (iii) the financial condition of the issuer; (iv) the potential for impairments in an entire industry sector or sub-sector; (v) the potential for impairments in certain economically depressed geographic locations; (vi) the potential for impairments of securities where the issuer, series of issuers or industry has suffered a catastrophic type of loss or has exhausted natural resources; (vii) our ability and intent to hold the security for a period of time sufficient to allow for the recovery of its value to an amount equal to or greater than cost or amortized cost; (viii) unfavourable changes in forecasted cash flows on mortgage-backed and asset-backed securities; and (ix) other subjective factors, including concentrations and information obtained from regulators and rating agencies.

   

Such evaluations and assessments are revised as conditions change and new information becomes available. We update our evaluations regularly and reflect changes in allowances and impairments as such evaluations warrant. The evaluations are inherently subjective, and incorporate only those risk factors known to us at the time the evaluation is made. There can be no assurance that management has accurately assessed the level of impairments that have occurred. Additional impairments will likely need to be taken or allowances provided for in the future as conditions evolve. Historical trends may not be indicative of future impairments or allowances.

Insurance Risk Factors

We make a variety of assumptions related to the future level of claims, policyholder behaviour, expenses and sales levels when we design and price products, and when we establish policy liabilities. Assumptions for future claims are generally based on both Company and industry experience, and assumptions for future policyholder behaviour and expenses are generally based on Company experience. Assumptions for future policyholder behaviour include assumptions related to the retention rates for insurance and wealth products. Assumptions for expenses include assumptions related to future maintenance expense levels and volume of the business.

Losses may result should actual experience be materially different than that assumed in the valuation of policy liabilities.

 

   

Such losses could have a significant adverse effect on our results of operations and financial condition. In addition, we periodically review the assumptions we make in determining our policy liabilities and the review may result in an increase in policy liabilities and

 

94          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


 

a decrease in net income attributed to shareholders. Such assumptions require significant professional judgment, and actual experience may be materially different than the assumptions we make. (see “Critical Accounting and Actuarial Policies” above)

We may be unable to obtain necessary price increases on our in-force long-term care business, or may face delays in implementation.

 

   

We continue to seek state regulatory approvals for price increases on existing long-term care business in the United States. We cannot be certain whether or when each approval will be granted. Our policy liabilities reflect our estimates of the impact of these price increases, but should we be less successful than anticipated in obtaining them, then policy liabilities could increase accordingly and reduce net income attributed to shareholders.

Evolving legislation related to genetic testing could adversely impact our underwriting abilities.

 

   

Current or future legislation in jurisdictions where Manulife operates may restrict its right to underwrite based on access to genetic test results. Without the obligation of disclosure, the asymmetry of information shared between applicant and insurer could increase anti-selection in both new business and in-force policyholder behaviour. The impact of restricting insurers’ access to this information and the associated problems of anti-selection becomes more acute where genetic technology leads to advancements in diagnosis of life threatening conditions that are not matched by improvements in treatment. We cannot predict the potential financial impact that this would have on the Company or the industry as a whole. In addition, there may be further unforeseen implications as genetic testing continues to evolve and becomes more established in mainstream medical practice.

Life and health insurance claims may be impacted unexpectedly by changes in the prevalence of diseases or illnesses, medical and technology advances, lifestyle changes, natural disasters, large-scale man-made disasters and acts of terrorism.

 

   

The cost of health insurance benefits may be impacted by unforeseen trends in the incidence, termination and severity rates of claims. The ultimate level of lifetime benefits paid to policyholders may be increased by an unexpected increase in life expectancy. For example, advances in technology could lead to longer lives through better medical treatment or better disease prevention. Policyholder behaviour including premium payment patterns, policy renewals, lapse rates and withdrawal and surrender activity are influenced by many factors including market and general economic conditions, and the availability and relative attractiveness of other products in the marketplace. For example, a weak or declining economic environment could increase the value of guarantees associated with variable annuities or other embedded guarantees and contribute to adverse policyholder behaviour experience. As well, adverse claims experience could result from systematic anti-selection, which could arise from the development of investor owned and secondary markets for life insurance policies, anti-selective lapse behaviour, underwriting process failures, or other factors.

External market conditions determine the availability, terms and cost of the reinsurance protection for new business.

 

   

We purchase reinsurance protection on certain risks underwritten by our various business segments. Typically, reinsurance agreements are intended to bind the reinsurer for the term of the business reinsured at a fixed price but circumstances may call for increases to be agreed upon. Accordingly, we may incur additional costs for reinsurance or may not be able to obtain sufficient reinsurance on acceptable terms. This could result in accounting charges and the assumption of more risk on business already reinsured and could adversely affect our ability to write future business or result in the assumption of more risk with respect to those policies we issue.

Operational Risk Factors

Operational risk is naturally present in all of our business activities and encompasses a broad range of risks, including regulatory compliance failures, legal disputes, technology failures, business interruption, information security and privacy breaches, human resource management failures, processing errors, modelling errors, business integration, theft and fraud, and damage to physical assets. Exposures can take the form of financial losses, regulatory sanctions, loss of competitive positioning, or damage to our reputation. Operational risk is also embedded in all the practices we use to manage other risks; therefore, if not managed effectively, operational risk can impact our ability to manage other key risks such as credit risk, market risk, liquidity risk and insurance risk.

Adverse publicity, litigation or regulatory action resulting from our business practices or actions by our employees, representatives and/or business partners, could erode our corporate image and damage our franchise value and/or create losses.

 

   

Manulife’s reputation is one of its most valuable assets. Harm to a company’s reputation is often a consequence of risk control failure, whether associated with complex financial transactions or relatively routine operational activities. Manulife’s reputation could also be harmed by the actions of third parties with whom we do business. Our representatives include affiliated broker-dealers, agents, wholesalers and independent distributors, such as broker-dealers and banks, whose services and representations our customers rely on. Business partners include, among others, third parties to whom we outsource certain functions and that we rely on to fulfill various obligations.

   

If any of these representatives or business partners fail to adequately perform their responsibilities, or monitor its own risk, these failures could affect our business reputation and operations. While we seek to maintain adequate internal risk management policies and procedures and protect against performance failures, events may occur that could cause us to lose customers or suffer legal or regulatory sanctions, which could have a material adverse effect on our reputation, our business, and our results of operations. For

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         95


 

further discussion of government regulation and legal proceedings refer to “Government Regulation” in MFC’s Annual Information Form dated February 9, 2017 and “Legal and Regulatory Proceedings” below.

If we are not able to attract, motivate and retain agency leaders and individual agents, our competitive position, growth and profitability will suffer.

 

   

We must attract and retain sales representatives to sell our products. Strong competition exists among financial services companies for efficient and effective sales representatives. We compete with other financial services companies for sales representatives primarily on the basis of our financial position, brand, support services and compensation and product features. Any of these factors could change either because we change the Company or our products, or because our competitors change theirs and we are unable or unwilling to adapt. If we are unable to attract and retain sufficient sales representatives to sell our products, our ability to compete and revenues from new sales would suffer, which could have a material adverse effect on our business, results of operations and financial condition.

If we are unable to complete key projects on time, on budget, and capture planned benefits, our business strategies and plans, and operations may be impaired.

 

   

We must successfully deliver a number of key projects in order to implement our business strategies and plans. If we are unable to complete these projects in accordance with planned schedules, and to capture projected benefits, there could be a material adverse effect on our business and financial condition.

The inter-connectedness of our operations and risk management strategies could expose us to risk if all factors are not appropriately considered and communicated.

 

   

Our business operations, including strategies and operations related to risk management, asset liability management and liquidity management, are interconnected and increasingly complex. Changes in one area may have a secondary impact in another area of our operations. For example, risk management actions, such as the increased use of interest rate swaps, could have implications for the Company’s Investment Division or its Treasury function, as this strategy could result in the need to post additional amounts of collateral. Failure to appropriately consider these inter-relationships, or effectively communicate changes in strategies or activities across our operations, could have a negative impact on the strategic objectives or operations of another group. Further, failure to consider these inter-relationships in our modeling and financial and strategic decision making processes could have a negative impact on our operations.

Our risk management policies, procedures and strategies may leave us exposed to unidentified or unanticipated risks, which could negatively affect our business, results of operations and financial condition.

 

   

We have devoted significant resources to develop our risk management policies, procedures and strategies and expect to continue to do so in the future. Nonetheless, our policies, procedures and strategies may not be comprehensive. Many of our methods for measuring and managing risk and exposures are based upon the use of observed historical market behaviour or statistics based on historical models. Future behavior may be very different from past behavior, especially if there are some fundamental changes that affect future behavior. As an example, the increased occurrence of negative interest rates can make it difficult to model future interest rates as interest rate models have been generally developed for an environment of positive interest rates. As a result, these methods may not fully predict future exposures, which can be significantly greater than our historical measures indicate. Other risk management methods depend upon the evaluation and/or reporting of information regarding markets, clients, client transactions, catastrophe occurrence or other matters publicly available or otherwise accessible to us. This information may not always be accurate, complete, up-to-date or properly evaluated or reported.

We are subject to tax audits, tax litigation or similar proceedings, and as a result we may owe additional taxes, interest and penalties in amounts that may be material.

 

   

We are subject to income and other taxes in the jurisdictions in which we do business. In determining our provisions for income taxes and our accounting for tax-related matters in general, we are required to exercise judgment. We regularly make estimates where the ultimate tax determination is uncertain. There can be no assurance that the final determination of any tax audit, appeal of the decision of a taxing authority, tax litigation or similar proceedings will not be materially different from that reflected in our historical financial statements. The assessment of additional taxes, interest and penalties could be materially adverse to our current and future results of operations and financial condition.

Our non-North American operations face political, legal, operational and other risks that could negatively affect those operations or our results of operations and financial condition.

 

   

A substantial portion of our revenue and net income attributed to shareholders is derived from our operations outside of North America, primarily in key Asian markets. Some of these key geographical markets are developing and are rapidly growing countries and markets that present unique risks that we do not face, or are negligible, in our operations in Canada or the United States. Our operations outside of North America face the risk of discriminatory regulation, political and economic instability, market volatility and significant inflation, limited protection for, or increased costs to protect intellectual property rights, inability to protect and/or enforce contractual or legal rights, nationalization or expropriation of assets, price controls and exchange controls or other restrictions that prevent us from transferring funds from these operations out of the countries in which they operate or converting local currencies we hold into Canadian or U.S. dollars. Failure to manage these risks could have a significant negative impact on our operations and profitability.

 

96          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


   

We are currently planning to expand our global operations in markets where we operate and potentially in new markets. This may require considerable management time, as well as start-up expenses for market development before any significant revenues and earnings are generated. Operations in new foreign markets may achieve low margins or may be unprofitable, and expansion in existing markets may be affected by local economic and market conditions.

We are regularly involved in litigation.

 

   

We are regularly involved in litigation, both as a plaintiff or defendant. These cases could result in an unfavourable resolution, and could have a material adverse effect on our results of operations and financial condition.

A technology failure, cyber-attack, information security or privacy breach of ours or of a third party, as well as other types of business disruptions such as natural or man-made disasters, could significantly disrupt our business, impede our ability to conduct business and adversely impact our business, results of operations, financial condition, and reputation.

 

   

Technology is used in virtually all aspects of our business and operations; in addition, part of our strategy involves the expansion of our digital customer interfaces. Our technology infrastructure, information services and applications are governed and managed according to policies and standards for operational integrity, resiliency, data integrity, confidentiality and information security. Disruption, privacy breaches, or security breaches due to system failure, denial of service attacks, human errors, natural disasters, man-made disasters, criminal activity, fraud, cyber-attacks, pandemics, or other events beyond our control, could prevent us from effectively operating our business, subject us to regulatory sanctions and legal claims, lead to a loss of customers, assets and revenues, result in unauthorized disclosures of personal or confidential information, or otherwise adversely affect us from a financial, operational and reputational perspective.

   

It is possible that the Company may not be able to anticipate or to implement effective preventive measures against all disruptions or privacy and security breaches, especially because the techniques used change frequently, generally increase in sophistication, often are not recognized until launched, and because cyber-attacks can originate from a wide variety of sources, including organized crime, hackers, terrorists, activists, and other external parties, including parties sponsored by hostile foreign governments. Those parties may also attempt to fraudulently induce employees, customers, third-party service providers or other users of the Company’s systems to disclose sensitive information in order to gain access to the Company’s data or that of its customers or clients. We, our customers, regulators and other third parties have been subject to, and are likely to continue to be the target of, cyber-attacks, including computer viruses, malicious or destructive code, phishing attacks, denial of service and other security incidents, that could result in the unauthorized release, gathering, monitoring, misuse, loss or destruction of personal, confidential, proprietary and other information of the Company, our employees, our customers or of third parties, or otherwise materially disrupt our or our customers’ or other third parties’ network access or business operations. The Company maintains cyber risk insurance, but this insurance may not cover all costs associated with the financial, operational and reputational consequences of personal, confidential or proprietary information being compromised.

   

In particular, our computer networks are subject to the risk of so-called Advanced Persistent Threats (“APT”). An APT attack is a type of sophisticated attack that has become more pervasive and frequent within the financial services sector. An APT attack is a network attack in which an unauthorized person or persons attempt(s) to gain undetected access to a network and maintain that access over a period of time. The intention of an APT attack is to steal data rather than to cause other damage to the network or organization. APT attacks target organizations in sectors with high-value information, such as national defense, manufacturing and the financial industry. The Company has an Information Risk Management Program, which includes information and cyber security defenses, to protect our networks and systems from attacks; however, there can be no assurance that these counter measures will be successful in every instance in protecting our networks against APT or other types of attacks. An APT attack that results in access to our network could adversely impact us from a financial, operational and reputational perspective.

   

DDoS (Distributed Denial of Service) attacks are increasing in frequency and severity, and are gaining recognition as a top method of business disruption. They leverage the massive, distributed, and stolen computing power from infected computers to flood target webservers with traffic. The goal of a DDoS attack is to disrupt the online operations of the target organization by consuming all available network bandwidth and server resources. DDoS attacks are now common occurrences, with some research labs reporting thousands of attacks per day. A DDoS attack that results in a disruption of our online operations may result in financial, operational or reputational damage to us.

   

Ransomware has become a common attack vector in the financial services sector. It is a type of malware that prevents or limits users from accessing their system, either by locking the system’s screen or by locking the users’ files, and requires a ransom payment to unlock these files. Critical data could be lost if it became unavailable due to a ransomware attack, which could cause a disruption to our business and could impact us from a financial, operational, and reputational perspective.

Competition for the best people is intense and an inability to recruit qualified individuals may negatively impact our ability to execute on business strategies or to conduct our operations.

 

   

We compete with other insurance companies and financial institutions for qualified executives, employees and agents. We must attract and retain top talent to maintain our competitive advantage. Failure to attract and retain the best people could adversely impact our business.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         97


Model risk may arise from the inappropriate use or interpretation of models or their output, or the use of deficient models, data or assumptions.

 

   

We are relying on some highly complex models for pricing, valuation and risk measurement, and for input to decision making. Consequently, the risk of inappropriate use or interpretation of our models or their output, or the use of deficient models, could have a material adverse effect on our business.

   

We have embarked on a multi-year initiative to enhance our valuation models and processes across the organization. We do not expect this initiative to result in significant reserve adjustments. However, as we systematically review our models, there could be updates to our assumptions and methodologies that result in reserve changes.

Environmental risk may arise related to our commercial mortgage loan portfolio and owned property or from our business operations.

 

   

Environmental risk may originate from investment properties that are subject to natural or man-made environmental risk. Real estate assets may be owned, leased and/or managed, as well as mortgaged by Manulife and we might enter into the chain of liability due to foreclosure ownership when in default.

   

Liability under environmental protection laws resulting from our commercial mortgage loan portfolio and owned property (including commercial real estate, oil and gas, timberland and farmland properties) may adversely impact our reputation, results of operations and financial condition. Under applicable laws, contamination of a property with hazardous materials or substances may give rise to a lien on the property to secure recovery of the costs of cleanup. In some instances, this lien has priority over the lien of an existing mortgage encumbering the property. The environmental risk may result from on-site or off-site (adjacent) due to migration of regulated pollutants or contaminates with financial or reputational environmental risk and liability consequences by virtue of strict liability. Environmental risk could also arise from natural disasters (e.g., weather, fire, earthquake, floods, pests) or human activities (use of chemicals, pesticides) conducted within the site or when impacted from adjacent sites.

   

Additionally, as lender, we may incur environmental liability (including without limitation liability for clean-up, remediation and damages incurred by third parties) similar to that of an owner or operator of the property, if we or our agents exercise sufficient control over the operations at the property. We may also have liability as the owner and/or operator of real estate for environmental conditions or contamination that exist or occur on the property, or affecting other property.

   

In addition, failure to adequately prepare for the potential impacts of climate change may have a negative impact on our financial position or our ability to operate. Potential impacts may be direct or indirect and may include business losses or disruption resulting from extreme weather conditions; the impact of changes in legal or regulatory framework made to address climate change; or increased mortality or morbidity resulting from environmental damage or climate change.

Additional Risk Factors That May Affect Future Results

 

   

Other factors that may affect future results include changes in government trade policy, monetary policy or fiscal policy; political conditions and developments in or affecting the countries in which we operate; technological changes; public infrastructure disruptions; changes in consumer spending and saving habits; the possible impact on local, national or global economies from public health emergencies, such as an influenza pandemic, and international conflicts and other developments including those relating to terrorist activities. Although we take steps to anticipate and minimize risks in general, unforeseen future events may have a negative impact on our business, financial condition and results of operations.

We caution that the preceding discussion of risks that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to our Company, investors and others should carefully consider the foregoing risks, as well as other uncertainties and potential events, and other external and Company specific risks that may adversely affect the future business, financial condition or results of operations of our Company.

 

98          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us is recorded, processed, summarized, and reported accurately and completely and within the time periods specified under Canadian and U.S. securities laws. Our process includes controls and procedures that are designed to ensure that information is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

As of December 31, 2016, management evaluated the effectiveness of its disclosure controls and procedures as defined under the rules adopted by the U.S. Securities and Exchange Commission and the Canadian securities regulatory authorities. This evaluation was performed under the supervision of the Audit Committee, the CEO and CFO. Based on that evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as at December 31, 2016.

MFC’s Audit Committee has reviewed this MD&A and the 2016 Consolidated Financial Statements and MFC’s Board of Directors approved these reports prior to their release.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control system was designed to provide reasonable assurance to management and the Board of Directors regarding the preparation and fair presentation of published financial statements in accordance with generally accepted accounting principles. All internal control systems, no matter how well designed, have inherent limitations due to manual controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Management maintains a comprehensive system of controls intended to ensure that transactions are executed in accordance with management’s authorization, assets are safeguarded, and financial records are reliable. Management also takes steps to ensure that information and communication flows are effective and to monitor performance, including performance of internal control procedures.

Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) 2013 framework in Internal Control – Integrated Framework. Based on this assessment, management believes that, as of December 31, 2016, the Company’s internal control over financial reporting is effective.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2016 has been audited by Ernst & Young LLP, the Company’s independent registered public accounting firm that also audited the Consolidated Financial Statements of the Company for the year ended December 31, 2016. Their report expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2016.

Changes in Internal Control over Financial Reporting

No changes were made in our internal control over financial reporting during the year ended December 31, 2016 that have significantly affected, or are reasonably likely to significantly affect, our internal control over financial reporting.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         99


Performance and Non-GAAP Measures

We use a number of non-GAAP financial measures to measure overall performance and to assess each of our businesses. A financial measure is considered a non-GAAP measure for Canadian securities law purposes if it is presented other than in accordance with generally accepted accounting principles used for the Company’s audited financial statements. Non-GAAP measures include: Core Earnings (Loss); Core ROE; Diluted Core Earnings per Common Share; Core Earnings Before Income Taxes, Depreciation and Amortization (“core EBITDA”); Core Investment Gains, Constant Currency Basis (measures that are reported on a constant currency basis include percentage growth in Sales, Gross Flows, Premiums and Deposits, Core EBITDA, New Business Value, and Assets under Management and Administration); Assets under Administration; Premiums and Deposits; Assets under Management and Administration; Assets under Management; Capital; Embedded Value; New Business Value, Sales; Gross Flows and Net Flows. Non-GAAP financial measures are not defined terms under GAAP and, therefore, are unlikely to be comparable to similar terms used by other issuers. Therefore, they should not be considered in isolation or as a substitute for any other financial information prepared in accordance with GAAP.

Core earnings (loss) is a non-GAAP measure which we believe aids investors in better understanding the long-term earnings capacity and valuation of the business. Core earnings allows investors to focus on the Company’s operating performance by excluding the direct impact of changes in equity markets and interest rates, changes in actuarial methods and assumptions as well as a number of other items, outlined below, that we believe are material, but do not reflect the underlying earnings capacity of the business. For example, due to the long-term nature of our business, the mark-to-market movements of equity markets, interest rates, foreign currency exchange rates and commodity prices from period-to-period can, and frequently do, have a substantial impact on the reported amounts of our assets, liabilities and net income attributed to shareholders. These reported amounts are not actually realized at the time and may never be realized if the markets move in the opposite direction in a subsequent period. This makes it very difficult for investors to evaluate how our businesses are performing from period-to-period and to compare our performance with other issuers.

We believe that core earnings better reflects the underlying earnings capacity and valuation of our business. We use core earnings as the basis for management planning and reporting and, along with net income attributable to shareholders, as a key metric used in our short and mid-term incentive plans at the total Company and operating segment level.

While core earnings is relevant to how we manage our business and offers a consistent methodology, it is not insulated from macro-economic factors which can have a significant impact. See “Quarterly Financial Information” below for reconciliation of core earnings to net income attributed to shareholders.

Any other future changes to the core earnings definition referred to below, will be disclosed.

Items included in core earnings:

1. Expected earnings on in-force policies, including expected release of provisions for adverse deviation, fee income, margins on group business and spread business such as Manulife Bank and asset fund management.
2. Macro hedging costs based on expected market returns.
3. New business strain.
4. Policyholder experience gains or losses.
5. Acquisition and operating expenses compared with expense assumptions used in the measurement of policy liabilities.
6. Up to $400 million of net favourable investment-related experience reported in a single year, which are referred to as “core investment gains”. This means up to $100 million in the first quarter, up to $200 million on a year-to-date basis in the second quarter, up to $300 million on a year-to-date basis in the third quarter and up to $400 million on a full year basis in the fourth quarter. Any investment-related experience losses reported in a quarter will be offset against the net year-to-date investment-related experience gains with the difference being included in core earnings subject to a maximum of the year-to-date core investment gains and a minimum of zero, which reflects our expectation that investment-related experience will be positive through-the-business cycle. To the extent any investment-related experience losses cannot be fully offset in a quarter they will be carried forward to be offset against investment-related experience gains in subsequent quarters in the same year, for purposes of determining core investment gains. The $400 million threshold represents our through-the-business cycle estimate of net favourable investment-related experience that we reasonably expect to achieve annually based on historical experience even if we exceed or do not achieve this threshold in any given period. We monitor the appropriateness of the threshold and would adjust it, either to a higher or lower amount, in the future if we believed that our investment-related experience warranted such an adjustment. See also item 2 in “Items excluded from core earnings” below.
7. Earnings on surplus other than mark-to-market items. Gains on available-for-sale (“AFS”) equities and seed money investments are included in core earnings.
8. Routine or non-material legal settlements.
9. All other items not specifically excluded.
10. Tax on the above items.
11. All tax related items except the impact of enacted or substantially enacted income tax rate changes.

 

100          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Items excluded from core earnings:

 

1. The direct impact of equity markets and interest rates and variable annuity guarantee liabilities includes the items listed below.

 

  ¡    

The earnings impact of the difference between the net increase (decrease) in variable annuity liabilities that are dynamically hedged and the performance of the related hedge assets. Our variable annuity dynamic hedging strategy is not designed to completely offset the sensitivity of insurance and investment contract liabilities to all risks or measurements associated with the guarantees embedded in these products for a number of reasons, including; provisions for adverse deviation, fund performance, the portion of the interest rate risk that is not dynamically hedged, realized equity and interest rate volatilities and changes to policyholder behaviour.

  ¡    

Gains (charges) on variable annuity guarantee liabilities not dynamically hedged.

  ¡    

Gains (charges) on general fund equity investments supporting policy liabilities and on fee income.

  ¡    

Gains (charges) on macro equity hedges relative to expected costs. The expected cost of macro hedges is calculated using the equity assumptions used in the valuation of insurance and investment contract liabilities.

  ¡    

Gains (charges) on higher (lower) fixed income reinvestment rates assumed in the valuation of insurance and investment contract liabilities.

  ¡    

Gains (charges) on sale of AFS bonds and open derivatives not in hedging relationships in the Corporate and Other segment.

 

2. Net favourable investment-related experience in excess of $400 million per annum or net unfavourable investment-related experience on a year-to-date basis. As noted above, the $400 million threshold represents our through-the-business cycle estimate of net favourable investment-related experience we reasonably expect to achieve annually based on historical experience. Investment-related experience relates to fixed income trading, alternative long-duration asset returns, credit experience and asset mix changes. This favourable and unfavourable investment-related experience is a combination of reported investment experience as well as the impact of investing activities on the measurement of our policy liabilities.

 

3. Mark-to-market gains or losses on assets held in the Corporate and Other segment other than gains on AFS equities and seed money investments in new segregated or mutual funds.

 

4. Changes in actuarial methods and assumptions. As noted in the Critical Accounting and Actuarial Policies section above, policy liabilities for IFRS are valued in Canada under standards established by the Actuarial Standards Board. The standards require a comprehensive review of actuarial methods and assumptions to be performed annually. The review is designed to reduce the Company’s exposure to uncertainty by ensuring assumptions for both asset related and liability related risks remain appropriate and is accomplished by monitoring experience and selecting assumptions which represent a current best estimate view of expected future experience, and margins that are appropriate for the risks assumed. By excluding the results of the annual reviews, core earnings assists investors in evaluating our operational performance and comparing our operational performance from period to period with other global insurance companies because the associated gain or loss is not reflective of current year performance and not reported in net income in most actuarial standards outside of Canada.

 

5. The impact on the measurement of policy liabilities of changes in product features or new reinsurance transactions, if material.

 

6. Goodwill impairment charges.

 

7. Gains or losses on disposition of a business.

 

8. Material one-time only adjustments, including highly unusual/extraordinary and material legal settlements or other items that are material and exceptional in nature.

 

9. Tax on the above items.

 

10. Impact of enacted or substantially enacted income tax rate changes.

Core return on common shareholders’ equity (“core ROE ) is a non-GAAP profitability measure that presents core earnings available to common shareholders as a percentage of the capital deployed to earn the core earnings. The Company calculates core ROE using average common shareholders’ equity.

Diluted core earnings per common share is core earnings available to common shareholders expressed per diluted weighted average common share outstanding.

The Company also uses financial performance measures that are prepared on a constant currency basis , which are non-GAAP measures that exclude the impact of currency fluctuations (from local currency to Canadian dollars at a total company level and from local currency to U.S. dollars in Asia). Amounts stated on a constant currency basis in this report are calculated, as appropriate, using the income statement and balance sheet exchange rates effective for the fourth quarter of 2016. Measures that are reported on a constant currency basis include growth in sales, gross flows and assets under management and administration.

Premiums and deposits is a non-GAAP measure of top line growth. The Company calculates premiums and deposits as the aggregate of (i) general fund premiums, net of reinsurance, reported as premiums on the Consolidated Statements of Income and investment contract deposits, (ii) segregated fund deposits, excluding seed money, (“deposits from policyholders”), (iii) mutual fund deposits, (iv) deposits into institutional advisory accounts, (v) premium equivalents for “administration services only” group benefit contracts (“ASO premium equivalents”), (vi) premiums in the Canadian Group Benefits reinsurance ceded agreement, and (vii) other deposits in other managed funds.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         101


Premiums and deposits

 

     Quarterly Results            Full Year Results  
($ millions)    4Q16      4Q15            2016      2015  

Net premium income and investment contract deposits

   $ 7,019      $ 6,740        $ 27,795      $ 24,125  

Deposits from policyholders

     7,620        7,740          30,504        30,495  

Mutual fund deposits

     20,806        18,361          75,040        66,104  

Institutional advisory account deposits

     10,711        5,972          18,280        22,148  

ASO premium equivalents

     833        833          3,318        3,325  

Group Benefits ceded premiums

     1,095        1,051          4,693        4,296  

Other fund deposits

     143        140          536        510  

Total premiums and deposits

     48,227        40,837          160,166        151,003  

Currency impact

            35          473        4,073  

Constant currency premiums and deposits

   $   48,227      $   40,872        $   160,639      $   155,076  

Assets under management and administration (“AUMA”) is a non-GAAP measure of the size of the Company. It is comprised of the non-GAAP measures assets under management (“AUM”), which includes both assets of general account and external client assets for which we provide investment management services, and assets under administration (“AUA”), which includes assets for which we provide administrative services only. Assets under management and administration is a common industry metric for WAM businesses.

Assets under management and administration

 

As at December 31,

($ millions)

  2016     2015  

Total invested assets

  $   321,869     $   307,506  

Segregated funds net assets

    315,177       313,249  

Assets under management per financial statements

    637,046       620,755  

Mutual funds

    170,930       160,020  

Institutional advisory accounts (excluding segregated funds)

    77,661       68,940  

Other funds

    8,985       7,552  

Total assets under management

    894,622       857,267  

Other assets under administration

    82,433       77,909  

Currency impact

          (17,459

Constant currency assets under management and administration

  $   977,055     $ 917,717  

Capital The definition we use for capital, a non-GAAP measure, serves as a foundation of our capital management activities at the MFC level. For regulatory reporting purposes, the numbers are further adjusted for various additions or deductions to capital as mandated by the guidelines used by OSFI. Capital is calculated as the sum of: (i) total equity excluding accumulated other comprehensive income (“AOCI”) on cash flow hedges; and (ii) liabilities for preferred shares and capital instruments.

Capital

 

As at December 31,

($ millions)

  2016     2015  

Total equity

  $   42,823     $   41,938  

Adjusted for AOCI loss on cash flow hedges

    (232     (264

Total equity excluding AOCI on cash flow hedges

    43,055       42,202  

Add liabilities for capital instruments

    7,180       7,695  

Total capital

  $   50,235     $   49,897  

Core EBITDA is a non-GAAP measure which Manulife uses to better understand the long-term earnings capacity and valuation of the business on a more comparable basis to how global asset managers are measured. Core EBITDA presents core earnings before the impact of interest, taxes, depreciation, and amortization. Core EBITDA was selected as a key performance indicator for WAM businesses, as EBITDA is widely used among asset management peers, and core earnings is a primary profitability metric for the Company overall.

Wealth and Asset Management

 

For the years ended December 31,

($ millions)

   2016      2015  

Core EBITDA

   $   1,167      $   1,224  

Amortization of deferred acquisition costs and other depreciation

     336        327  

Amortization of deferred sales commissions

     103        106  

Core earnings before income taxes

     728        791  

Core income tax (expense) recovery

     (99      (161

Core earnings

   $   629      $   630  

 

102          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Embedded value (“EV”) is a measure of the present value of shareholders’ interests in the expected future distributable earnings on in-force business reflected in the Consolidated Statement of Financial Position of Manulife, excluding any value associated with future new business. EV is calculated as the sum of the adjusted net worth and the value of in-force business. The adjusted net worth is the IFRS shareholders’ equity adjusted for goodwill and intangibles, fair value of surplus assets, the carrying value of debt and preferred shares, and local statutory balance sheet, regulatory reserve, and capital for Manulife’s Asian business. The value of in-force business in Canada and the U.S. is the present value of expected future IFRS earnings on in-force business less the present value of the cost of holding capital to support the in-force business under the MCCSR framework. The value of in-force business in Asia reflects local statutory earnings and capital requirements. The value of in-force excludes Manulife’s WAM, Bank and Property and Casualty Reinsurance businesses.

New business value (“NBV”) is the change in embedded value as a result of sales in the reporting period. NBV is calculated as the present value of shareholders’ interests in expected future distributable earnings, after the cost of capital, on actual new business sold in the period using assumptions that are consistent with the assumptions used in the calculation of embedded value. NBV excludes businesses with immaterial insurance risks, such as Manulife’s wealth and asset management businesses and Manulife Bank and the short-term Property and Casualty Reinsurance business. NBV is a useful metric to evaluate the value created by the Company’s new business franchise.

New business value margin is calculated as NBV divided by annualized premium equivalents (“APE”) excluding non-controlling interests. APE is calculated as 100% of annualized first year premiums for recurring premium products, and as 10% of single premiums for single premium products. Both NBV and APE used in the NBV margin calculation are after non-controlling interests and exclude wealth and asset management, Bank and Property and Casualty Reinsurance businesses. The NBV margin is a useful metric to help understand the profitability of our new business.

Sales are measured according to product type:

For individual insurance, sales include 100% of new annualized premiums and 10% of both excess and single premiums. For individual insurance, new annualized premiums reflect the annualized premium expected in the first year of a policy that requires premium payments for more than one year. Single premium is the lump sum premium from the sale of a single premium product, e.g. travel insurance. Sales are reported gross before the impact of reinsurance.

For group insurance, sales include new annualized premiums and administrative services only premium equivalents on new cases, as well as the addition of new coverages and amendments to contracts, excluding rate increases.

For Asia, annualized premium equivalent (“APE”) sales is comprised of 100% of regular premiums/deposits and 10% of single premiums/deposits for both insurance and other wealth products. APE sales are presented for our Asia division as this metric is widely used by insurance companies in Asia.

Other Wealth sales include all new deposits into variable and fixed annuity contracts. As we discontinued sales of new Variable Annuity contracts in the U.S. in 1Q13, subsequent deposits into existing U.S. Variable Annuity contracts are not reported as sales. Asia variable annuity deposits are included in APE sales.

Bank new lending volumes include bank loans and mortgages authorized in the period.

Gross flows is a new business measure presented for WAM businesses and includes all deposits into the Company’s mutual funds, college savings 529 plans, group pension/retirement savings products, private wealth and institutional asset management products. Gross flows is a common industry metric for WAM businesses as it provides a measure of how successful the businesses are at attracting assets.

Net flows is presented for our WAM businesses and includes gross flows less redemptions for our mutual funds, college savings 529 plans, group pension/retirement savings products, private wealth and institutional asset management products. Net flows is a common industry metric for WAM businesses as it provides a measure of how successful the businesses are at attracting and retaining assets.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         103


Additional Disclosures

Contractual Obligations

In the normal course of business, the Company enters into contracts that give rise to obligations fixed by agreement as to the timing and dollar amount of payment.

As at December 31, 2016, the Company’s contractual obligations and commitments are as follows:

 

Payments due by period

($ millions)

   Total      Less than
1 year
     1 to 3
years
     3 to 5
years
     After
5 years
 

Long-term debt (1)

   $ 10,139      $ 299      $ 1,522      $ 1,076      $ 7,242  

Liabilities for capital instruments (1)

     14,413        271        520        472        13,150  

Investment commitments

     7,505        2,933        2,164        1,312        1,096  

Operating leases

     966        135        188        138        505  

Insurance contract liabilities (2)

     729,227        9,913        13,490        18,071        687,753  

Investment contract liabilities (1)

     5,575        301        558        519        4,197  

Deposits from Bank clients

     17,919        15,157        1,936        826         

Other

     3,599        408        350        2,632        209  

Total contractual obligations

   $   789,343      $   29,417      $   20,728      $   25,046      $   714,152  

 

(1)  

The contractual payments include principal, interest and distributions. The contractual payments reflect the amounts payable from January 1, 2017 up to and including the final contractual maturity date. In the case of floating rate obligations, the floating rate index is based on the interest rates as at December 31, 2016 and is assumed to remain constant to the final contractual maturity date. The Company may have the contractual right to redeem or repay obligations prior to maturity and if such right is exercised, total contractual obligations paid and the timing of payment could vary significantly from the amounts and timing included in the table.

(2)  

Insurance contract liabilities cash flows include estimates related to the timing and payment of death and disability claims, policy surrenders, policy maturities, annuity payments, minimum guarantees on segregated fund products, policyholder dividends, commissions and premium taxes offset by contractual future premiums on in-force contracts. These estimated cash flows are based on the best estimate assumptions used in the determination of insurance contract liabilities. These amounts are undiscounted and reflect recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows may differ from these estimates (see “Policy Liabilities”). Cash flows include embedded derivatives measured separately at fair value.

Legal and Regulatory Proceedings

The Company is regularly involved in legal actions, both as a defendant and as a plaintiff. The legal actions where the Company is a party ordinarily involve its activities as a provider of insurance protection and wealth management products, relating to reinsurance, or in its capacity as an investment adviser, employer and taxpayer. Other life insurers and asset managers, operating in the jurisdictions in which the Company does business, have been subject to a wide variety of other types of actions, some of which resulted in substantial judgments or settlements against the defendants; it is possible that the Company may become involved in similar actions in the future. In addition, government and regulatory bodies in Canada, the United States, Asia and other jurisdictions where the Company conducts business 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.

Two class actions against the Company were certified and pending in Quebec and Ontario. The actions were based on allegations that the Company failed to meet its disclosure obligations related to its exposure to market price risk in its segregated funds and variable annuity guaranteed products. On January 31, 2017, we announced we reached an agreement to settle both of these class actions for a total payment of $69 million. The entire payment is covered by insurance and the Company made no admission of liability. The settlement agreement is subject to approval by both the Ontario and Quebec Courts.

Two putative class actions against JHUSA are pending, one in New York and one in California in which claims are made that JHUSA breached, and continues to breach, the contractual terms of certain universal life policies issued between approximately 1990 and 2006 by including impermissible charges in its cost of insurance (“COI”) calculations. The Company believes that its COI calculations have been, and continue to be, in accordance with the terms of the policies and intends to vigorously defend these actions. Both cases are in the discovery stage and it is premature to attempt to predict any likely outcome or range of outcomes for these matters.

 

104          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


Quarterly Financial Information

The following table provides summary information related to our eight most recently completed quarters:

 

As at and for the three months ended

($ millions, except per share amounts or otherwise

stated)

  Dec 31,
2016
    Sept 30,
2016
    Jun 30,
2016
    Mar 31,
2016
    Dec 31,
2015
    Sept 30,
2015
    Jun 30,
2015
    Mar 31,
2015
 

Revenue

               

Premium income

               

Life and health insurance

  $ 6,093      $ 5,950      $ 5,497      $ 5,728      $ 5,331      $ 5,092      $ 4,708      $ 4,589   

Annuities and pensions

    908        1,247        1,209        1,000        1,381        1,141        869        814   

Premiums ceded, net of ceded commission and additional consideration relating to Closed Block reinsurance transaction

                                       (7,996              

Net premium income

          7,001        7,197        6,706        6,728        6,712        (1,763     5,577        5,403   

Investment income

    3,309        3,568        3,213        3,300        2,899        2,708        3,216        2,642   

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities (1)

    (16,421     771        7,922        8,862        (1,916     3,672        (10,161     5,343   

Other revenue

    2,637        2,921        2,794        2,829        2,694        2,487        2,491        2,426   

Total revenue

  $ (3,474   $   14,457      $   20,635      $   21,719      $   10,389      $   7,104      $     1,123      $   15,814   

Income (loss) before income taxes

  $ (285   $ 1,314      $ 947      $ 1,353      $ 136      $ 988      $ 650      $ 844   

Income tax (expense) recovery

    450        (117     (231     (298     76        (316     28        (116

Net income

  $ 165      $ 1,197      $ 716      $ 1,055      $ 212      $ 672      $ 678      $ 728   

Net income attributed to shareholders

  $ 63      $ 1,117      $ 704      $ 1,045      $ 246      $ 622      $ 600      $ 723   

Reconciliation of core earnings to net income attributed to shareholders

               

Total core earnings (2)

  $ 1,287      $ 996      $ 833      $ 905      $ 859      $ 870      $ 902      $ 797   

Other items to reconcile net income attributed to shareholders to core earnings

               

Investment-related experience in excess of amounts included in core earnings

           280        60        (340     (361     (169     77        (77

Direct impact of equity markets, interest rates and variable annuity guarantee liabilities

    (1,202     414        (170     474        (29     232        (309     13   

Impact of major reinsurance transactions, in-force product changes and recapture of reinsurance treaties

                                (52                   12   

Change in actuarial methods and assumptions

    (10     (455            12        (97     (285     (47     (22

Net impact of acquisitions and divestitures

    (25     (23     (19     (14     (39     (26     (54     (30

Tax-related items

    (2     2               1        2               31        30   

Other items

    15        (97            7        (37                     

Net income attributed to shareholders

  $ 63      $ 1,117      $ 704      $ 1,045      $ 246      $ 622      $ 600      $ 723   

Basic earnings per common share

  $ 0.01      $ 0.55      $ 0.34      $ 0.51      $ 0.11      $ 0.30      $ 0.29      $ 0.36   

Diluted earnings per common share

  $ 0.01      $ 0.55      $ 0.34      $ 0.51      $ 0.11      $ 0.30      $ 0.29      $ 0.36   

Segregated funds deposits

  $ 8,247      $ 8,291      $ 7,899      $ 8,693      $ 8,324      $ 8,401      $ 7,790      $ 8,270   

Total assets (in billions)

  $ 721      $ 742      $ 725      $ 696      $ 703      $ 682      $ 657      $ 687   

Weighted average common shares (in millions)

    1,974        1,973        1,972        1,972        1,972        1,971        1,971        1,936   

Diluted weighted average common shares (in millions)

    1,980        1,976        1,976        1,976        1,977        1,977        1,992        1,959   

Dividends per common share

  $ 0.185      $ 0.185      $ 0.185      $ 0.185      $ 0.170      $ 0.170      $ 0.170      $ 0.155   

CDN$ to US$1 – Statement of Financial Position

    1.3426        1.3116        1.3009        1.2970        1.3841        1.3394        1.2473        1.2682   

CDN$ to US$1 – Statement of Income

    1.3343        1.3050        1.2889        1.3724        1.3360        1.3089        1.2297        1.2399   

 

(1)  

For fixed income assets supporting insurance and investment contract liabilities and for equities supporting pass-through products and derivatives related to variable hedging programs, the impact of realized and unrealized gains (losses) on the assets is largely offset in the change in insurance and investment contract liabilities.

(2)  

Core earnings is a non-GAAP measure. See “Performance and Non-GAAP Measures” above.

 

Management’s Discussion and Analysis   Manulife Financial Corporation   2016 Annual Report         105


Selected Annual Financial Information

 

As at and for the years ended December 31,

($ millions, except per share amounts)

  2016     2015     2014  

Revenue

     

Asia Division

  $ 19,294      $ 14,002      $ 11,958   

Canadian Division

    12,707        10,065        13,773   

U.S. Division

    20,558        9,949        28,733   

Corporate and Other

    778        414        (76

Total revenue

  $ 53,337      $ 34,430      $ 54,388   

Total assets

  $   720,681      $   702,871      $   579,406   

Long-term financial liabilities

     

Long-term debt

  $ 5,696      $ 1,853      $ 3,885   

Liabilities for preferred shares and capital instruments

    7,180        7,695        5,426   

Total financial liabilities

  $ 12,876      $ 9,548      $ 9,311   

Dividend per common share

  $ 0.74      $ 0.665      $ 0.57   

Cash dividend per Class A Share, Series 1 (1)

           0.5125        1.025   

Cash dividend per Class A Share, Series 2

    1.1625        1.1625        1.16252   

Cash dividend per Class A Share, Series 3

    1.125        1.125        1.125   

Cash dividend per Class A Share, Series 4 (2)

                  0.825   

Cash dividend per Class 1 Share, Series 1 (3)

                  1.05   

Cash dividend per Class 1 Share, Series 3 (4)

    0.7973        1.05        1.05   

Cash dividend per Class 1 Share, Series 4 (4)

    0.2431                 

Cash dividend per Class 1 Share, Series 5

    1.10        1.10        1.10   

Cash dividend per Class 1 Share, Series 7

    1.15        1.15        1.15   

Cash dividend per Class 1 Share, Series 9

    1.10        1.10        1.10   

Cash dividend per Class 1 Share, Series 11

    1.00        1.00        1.00   

Cash dividend per Class 1 Share, Series 13

    0.95        0.95        0.95   

Cash dividend per Class 1 Share, Series 15

    0.975        0.975        0.792021   

Cash dividend per Class 1 Share, Series 17

    0.975        0.975        0.336575   

Cash dividend per Class 1 Share, Series 19

    0.95        0.9884          

Cash dividend per Class 1 Share, Series 21 (5)

    1.1411                 

Cash dividend per Class 1 Share, Series 23 (6)

                    

 

(1)  

On June 19, 2015, MFC redeemed all of its 14 million outstanding Class A Shares Series 1.

(2)  

On June 19, 2014, MFC redeemed all of its 18 million outstanding Class A Shares Series 4.

(3)  

On September 19, 2014, MFC redeemed all of its 14 million outstanding Class 1 Shares Series 1.

(4)  

1,664,169 of 8,000,000 Series 3 Shares were converted, on a one-for-one basis, into Series 4 Shares on June 20, 2016. 6,335,831 Series 3 Shares remain outstanding.

(5)  

On February 25, 2016, MFC issued 16 million of Series 21 Shares and on March 3, 2016, MFC issued an additional 1 million Series 21 Shares pursuant to the exercise in full by the underwriters of their option to purchase additional Series 21 Shares.

(6)  

On November 22, 2016, MFC issued 19 million of Non-cumulative Rate Reset Class 1 Shares Series 23. No dividends were paid in 2016.

Additional Information Available

Additional information relating to Manulife, including MFC’s Annual Information Form, is available on the Company’s website at www.manulife.com and on SEDAR at www.sedar.com .

Outstanding Shares – Selected Information

Common Shares

As at February 3, 2017, MFC had 1,975,685,118 common shares outstanding.

 

106          Manulife Financial Corporation   2016 Annual Report   Management’s Discussion and Analysis


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 International Financial Reporting Standards and the accounting requirements of the Office of the Superintendent of Financial Institutions, Canada. 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 management and 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 Committee of unrelated and independent directors appointed by the Board of Directors.

The Audit 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 Committee reviews the consolidated financial statements prepared by management and then recommends them to the Board of Directors for approval. The Audit 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 Committee.

 

LOGO

   LOGO

Donald A. Guloien

President and Chief Executive Officer

  

Steve B. Roder

Senior Executive Vice President and Chief Financial Officer

Toronto, Canada

February 9, 2017

Appointed Actuary’s Report to the Shareholders

I have valued the policy liabilities and reinsurance recoverables of Manulife Financial Corporation for its Consolidated Statements of Financial Position as at December 31, 2016 and 2015 and their change in the Consolidated Statements of Income 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 net of reinsurance recoverables makes appropriate provision for all policyholder obligations and the consolidated financial statements fairly present the results of the valuation.

LOGO

Mr. Steven A. Finch

Executive Vice President and Appointed Actuary

Toronto, Canada

February 9, 2017

 

Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         107


Independent Auditors’ Report of Registered Public Accounting Firm

To the Shareholders of Manulife Financial Corporation

We have audited the accompanying consolidated financial statements of Manulife Financial Corporation, which comprise the Consolidated Statements of Financial Position as at December 31, 2016 and 2015, and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated 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 comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Manulife Financial Corporation as at December 31, 2016 and 2015, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Other Matter

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Manulife Financial Corporation’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 9, 2017 expressed an unqualified opinion on Manulife Financial Corporation’s internal control over financial reporting.

 

 

LOGO

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 9, 2017

 

108          Manulife Financial Corporation   2016 Annual Report   Consolidated Financial Statements


Independent Auditors’ Report of Registered Public Accounting Firm on Internal Control Under Standards of The Public Company Accounting Oversight Board (United States)

To the Shareholders of Manulife Financial Corporation

We have audited Manulife Financial Corporation’s internal control over financial reporting as of December 31, 2016, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). Manulife Financial Corporation’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 the 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 International Financial Reporting Standards as issued by the International Accounting Standards Board. 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 International Financial Reporting Standards as issued by the International Accounting Standards Board, 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.

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 of December 31, 2016, based on the COSO criteria.

We also have audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the Consolidated Statements of Financial Position as at December 31, 2016 and 2015, and the Consolidated Statements of Income, Comprehensive Income, Changes in Equity and Cash Flows for the years then ended of Manulife Financial Corporation, and our report dated February 9, 2017, expressed an unqualified opinion thereon.

 

 

LOGO

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

February 9, 2017

 

Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         109


Consolidated Statements of Financial Position

 

As at December 31,

(Canadian $ in millions)

   2016               2015          

Assets

          

Cash and short-term securities

   $ 15,151         $ 17,885    

Debt securities

     168,622           157,827    

Public equities

     19,496           16,983    

Mortgages

     44,193           43,818    

Private placements

     29,729           27,578    

Policy loans

     6,041           5,912    

Loans to bank clients

     1,745           1,778    

Real estate

     14,132           15,347    

Other invested assets

     22,760                 20,378          

Total invested assets (note 4)

     321,869                 307,506          

Other assets

          

Accrued investment income

     2,260           2,264    

Outstanding premiums

     845           878    

Derivatives (note 5)

     23,672           24,272    

Reinsurance assets (note 8)

     34,952           35,426    

Deferred tax assets (note 6)

     4,439           4,067    

Goodwill and intangible assets (note 7)

     10,107           9,384    

Miscellaneous

     7,360                 5,825          

Total other assets

     83,635                 82,116          

Segregated funds net assets (note 22)

     315,177                 313,249          

Total assets

   $   720,681               $   702,871          

Liabilities and Equity

          

Liabilities

          

Insurance contract liabilities (note 8)

   $ 297,505         $ 285,288    

Investment contract liabilities (note 9)

     3,275           3,497    

Deposits from bank clients

     17,919           18,114    

Derivatives (note 5)

     14,151           15,050    

Deferred tax liabilities (note 6)

     1,359           1,235    

Other liabilities

     15,596                 14,952          
     349,805           338,136    

Long-term debt (note 11)

     5,696           1,853    

Capital instruments (note 12)

     7,180           7,695    

Segregated funds net liabilities (note 22)

     315,177                 313,249          

Total liabilities

     677,858                 660,933          

Equity

          

Preferred shares (note 13)

     3,577           2,693    

Common shares (note 13)

     22,865           22,799    

Contributed surplus

     284           277    

Shareholders’ retained earnings

     9,759           8,398    

Shareholders’ accumulated other comprehensive income (loss):

          

Pension and other post-employment plans

     (417         (521  

Available-for-sale securities

     (394         345    

Cash flow hedges

     (232         (264  

Translation of foreign operations and real estate revaluation surplus

     6,390                 7,432          

Total shareholders’ equity

     41,832           41,159    

Participating policyholders’ equity

     248           187    

Non-controlling interests

     743                 592          

Total equity

     42,823                 41,938          

Total liabilities and equity

   $ 720,681               $ 702,871          

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

LOGO

  

LOGO

Donald A. Guloien

President and Chief Executive Officer

  

Richard B. DeWolfe

Chairman of the Board of Directors

 

110          Manulife Financial Corporation   2016 Annual Report   Consolidated Financial Statements


Consolidated Statements of Income

 

For the years ended December 31,

(Canadian $ in millions except per share amounts)

   2016               2015          

Revenue

          

Premium income

          

Gross premiums

   $   36,659          $   32,020     

Premiums ceded to reinsurers

     (9,027         (8,095  

Premiums ceded, net of commission and additional consideration relating to Closed Block reinsurance transaction (note 3)

                      (7,996        

Net premiums

     27,632                  15,929           

Investment income (note 4)

          

Investment income

     13,390            11,465     

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on the macro hedge program

     1,134                  (3,062        

Net investment income

     14,524                  8,403           

Other revenue

     11,181                  10,098           

Total revenue

     53,337                  34,430           

Contract benefits and expenses

          

To contract holders and beneficiaries

          

Gross claims and benefits (note 8)

     25,059            23,761     

Change in insurance contract liabilities

     18,014            7,452     

Change in investment contract liabilities

                203     

Benefits and expenses ceded to reinsurers

     (8,097         (7,265  

Change in reinsurance assets (note 8)

     (842               (6,810        

Net benefits and claims

     34,134            17,341     

General expenses

     6,995            6,221     

Investment expenses (note 4)

     1,646            1,615     

Commissions

     5,818            5,176     

Interest expense

     1,013            1,101     

Net premium taxes

     402                  358           

Total contract benefits and expenses

     50,008                  31,812           

Income before income taxes

     3,329            2,618     

Income tax expense (note 6)

     (196               (328        

Net income

   $ 3,133                $ 2,290           

Net income attributed to:

          

Non-controlling interests

   $ 143          $ 69     

Participating policyholders

     61            30     

Shareholders

     2,929                  2,191           
     $ 3,133                $ 2,290           

Net income attributed to shareholders

     2,929            2,191     

Preferred share dividends

     (133               (116        

Common shareholders’ net income

   $ 2,796                $ 2,075           

Earnings per share

          

Basic earnings per common share (note 13)

   $ 1.42          $ 1.06     

Diluted earnings per common share (note 13)

     1.41            1.05     

Dividends per common share

     0.740                  0.665           

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         111


Consolidated Statements of Comprehensive Income

 

For the years ended December 31,

(Canadian $ in millions)

   2016               2015          

Net income

   $    3,133                $ 2,290           

Other comprehensive income (“OCI”), net of tax:

          

Items that may be subsequently reclassified to net income:

          

Foreign exchange gains (losses) on:

          

Translation of foreign operations

     (1,044         5,450     

Net investment hedges

     2            (131  

Available-for-sale financial securities:

          

Unrealized losses arising during the year

     (218         (165  

Reclassification of net realized gains and impairments to net income

     (523         (283  

Cash flow hedges:

          

Unrealized gains (losses) arising during the year

     21            (64  

Reclassification of realized losses to net income

     11            11     

Share of other comprehensive loss of associates

                      (3        

Total items that may be subsequently reclassified to net income

     (1,751               4,815           

Items that will not be reclassified to net income:

          

Change in pension and other post-employment plans

     104            8     

Real estate revaluation reserve

                      2           

Total items that will not be reclassified to net income

     104                  10           

Other comprehensive income (loss), net of tax

     (1,647               4,825           

Total comprehensive income, net of tax

   $ 1,486                $   7,115           

Total comprehensive income attributed to:

          

Non-controlling interests

   $ 141          $ 67     

Participating policyholders

     61            31     

Shareholders

     1,284                  7,017           

Income Taxes included in Other Comprehensive Income

 

For the years ended December 31,

(Canadian $ in millions)

   2016               2015          

Income tax expense (recovery) on:

          

Unrealized foreign exchange gains/losses on translation of foreign operations

   $         1          $         5     

Unrealized foreign exchange gains/losses on net investment hedges

     22            (48  

Unrealized gains/losses on available-for-sale financial securities

     (15         (120  

Reclassification of realized gains/losses and recoveries/impairments to net income on available-for-sale financial securities

     (183         (36  

Unrealized gains/losses on cash flow hedges

     15            (39  

Reclassification of realized gains/losses to net income on cash flow hedges

     6            6     

Share of other comprehensive loss of associates

                (1  

Change in pension and other post-employment plans

     57            (11  

Real estate revaluation reserve

                      1           

Total income tax recovery

   $ (97             $ (243        

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

112          Manulife Financial Corporation   2016 Annual Report   Consolidated Financial Statements


Consolidated Statements of Changes in Equity

 

For the years ended December 31,

(Canadian $ in millions)

   2016               2015          

Preferred shares

          

Balance, beginning of year

   $ 2,693          $ 2,693     

Issued (note 13)

     900                

Issuance costs, net of tax

     (16                         

Balance, end of year

     3,577                  2,693           

Common shares

          

Balance, beginning of year

     22,799            20,556     

Issued on exercise of stock options

     66            37     

Issued in exchange of subscription receipts

                      2,206           

Balance, end of year

     22,865                  22,799           

Contributed surplus

          

Balance, beginning of year

     277            267     

Exercise of stock options and deferred share units

     (12         (6  

Stock option expense

     19                  16           

Balance, end of year

     284                  277           

Shareholders’ retained earnings

          

Balance, beginning of year

     8,398            7,624     

Net income attributed to shareholders

     2,929            2,191     

Preferred share dividends

     (133         (116  

Common share dividends

     (1,435               (1,301        

Balance, end of year

     9,759                  8,398           

Shareholders’ accumulated other comprehensive income (loss) (“AOCI”)

          

Balance, beginning of year

     6,992            2,166     

Change in unrealized foreign exchange gains (losses) of net foreign operations

     (1,042         5,319     

Change in actuarial gains (losses) on pension and other post-employment plans

     104            8     

Change in unrealized gains (losses) on available-for-sale financial securities

     (739         (446  

Change in unrealized gains (losses) on derivative instruments designated as cash flow hedges

     32            (53  

Change in real estate revaluation reserve

                1     

Share of other comprehensive loss of associates

                      (3        

Balance, end of year

     5,347                  6,992           

Total shareholders’ equity, end of year

     41,832                  41,159           

Participating policyholders’ equity

          

Balance, beginning of year

     187            156     

Net income attributed to participating policyholders

     61            30     

Other comprehensive income attributed to policyholders

                      1           

Balance, end of year

     248                  187           

Non-controlling interests

          

Balance, beginning of year

     592            464     

Net income attributed to non-controlling interests

     143            69     

Other comprehensive loss attributed to non-controlling interests

     (2         (2  

Contributions, net

     10                  61           

Balance, end of year

     743                  592           

Total equity, end of year

   $  42,823                $  41,938           

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         113


Consolidated Statements of Cash Flows

 

For the years ended December 31,

(Canadian $ in millions)

   2016               2015          

Operating activities

          

Net income

   $ 3,133          $      2,290     

Adjustments:

          

Increase in insurance contract liabilities

          18,014            7,452     

Increase in investment contract liabilities

                203     

(Increase) decrease in reinsurance assets, excluding the impact of Closed Block reinsurance transaction

     (842         1,391     

Amortization of (premium) discount on invested assets

     78            90     

Other amortization

     693            580     

Net realized and unrealized (gains) losses and impairments on assets

     (2,804         3,487     

Deferred income tax recovery

     (235         (343  

Stock option expense

     19                  16           

Cash provided by operating activities before undernoted items

     18,056            15,166     

Cash decrease due to Closed Block reinsurance transaction (note 3)

                (2,023  

Changes in policy related and operating receivables and payables

     (1,020               (2,769        

Cash provided by operating activities

     17,036                  10,374           

Investing activities

          

Purchases and mortgage advances

     (104,059         (77,141  

Disposals and repayments

     82,001            66,942     

Change in investment broker net receivables and payables

     (186         102     

Net cash decrease from sale and purchase of subsidiaries and businesses

     (495               (3,808        

Cash used in investing activities

     (22,739               (13,905        

Financing activities

          

Decrease in repurchase agreements and securities sold but not yet purchased

     (23         (212  

Issue of long-term debt, net (note 11)

     3,899                

Redemption of long-term debt (note 11)

     (158         (2,243  

Issue of capital instruments, net (note 12)

     479            2,089     

Redemption of capital instruments (note 12)

     (949         (350  

Funds repaid, net

     (19         (46  

Secured borrowing from securitization transactions

     847            436     

Changes in deposits from bank clients, net

     (157         (351  

Shareholders’ dividends paid in cash

     (1,593         (1,427  

Contributions from non-controlling interests, net

     10            61     

Common shares issued, net (note 13)

     66            37     

Preferred shares issued, net (note 13)

     884                            

Cash provided by (used in) financing activities

     3,286                  (2,006        

Cash and short-term securities

          

Decrease during the year

     (2,417         (5,537  

Effect of foreign exchange rate changes on cash and short-term securities

     (347         2,102     

Balance, beginning of year

     17,002                  20,437           

Balance, December 31

     14,238                  17,002           

Cash and short-term securities

          

Beginning of year

          

Gross cash and short-term securities

     17,885            21,079     

Net payments in transit, included in other liabilities

     (883               (642        

Net cash and short-term securities, January 1

     17,002                  20,437           

End of year

          

Gross cash and short-term securities

     15,151            17,885     

Net payments in transit, included in other liabilities

     (913               (883        

Net cash and short-term securities, December 31

   $ 14,238                $ 17,002           

Supplemental disclosures on cash flow information

          

Interest received

   $ 10,550          $ 9,925     

Interest paid

     983            1,071     

Income taxes paid

     841                  787           

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

114          Manulife Financial Corporation   2016 Annual Report   Consolidated Financial Statements


N otes to Consolidated Financial Statements

 

Page Number   Note      

116

 

Note 1

  Nature of Operations and Significant Accounting Policies

123

 

Note 2

  Accounting and Reporting Changes

125

 

Note 3

  Acquisitions and Distribution Agreement

126

 

Note 4

  Invested Assets and Investment Income

133

 

Note 5

  Derivative and Hedging Instruments

139

 

Note 6

  Income Taxes

141

 

Note 7

  Goodwill and Intangible Assets

143

 

Note 8

  Insurance Contract Liabilities and Reinsurance Assets

151

 

Note 9

  Investment Contract Liabilities

152

 

Note 10

  Risk Management

158

 

Note 11

  Long-Term Debt

159

 

Note 12

  Capital Instruments

160

 

Note 13

  Share Capital and Earnings Per Share

162

 

Note 14

  Capital Management

163

 

Note 15

  Stock-Based Compensation

164

 

Note 16

  Employee Future Benefits

169

 

Note 17

  Interests in Structured Entities

171

 

Note 18

  Commitments and Contingencies

173

 

Note 19

  Segmented Information

174

 

Note 20

  Related Parties

175

 

Note 21

  Subsidiaries

177

 

Note 22

  Segregated Funds

178

 

Note 23

  Information Provided in Connection with Investments in Deferred Annuity Contracts and Signature Notes Issued or Assumed by John Hancock Life Insurance Company (U.S.A.)

184

 

Note 24

 

Comparatives

 

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         115


Notes to Consolidated Financial Statements

(Canadian $ in millions except per share amounts or unless otherwise stated)

Note 1    Nature of Operations and Significant Accounting Policies

(a) Reporting entity

Manulife Financial Corporation (“MFC”) is a publicly traded company and the holding company of The Manufacturers Life Insurance Company (“MLI”), a Canadian life insurance company, and John Hancock Reassurance Company Ltd. (“JHRECO”), a Bermudian reinsurance company. MFC and its subsidiaries (collectively, “Manulife” or the “Company”) is a leading financial services group with principal operations in Asia, Canada and the United States. Manulife’s international network of employees, agents and distribution partners offers financial protection and wealth management products and services to personal and business clients as well as asset management services to institutional customers. The Company operates as Manulife in Canada and Asia and as John Hancock in the United States.

MFC is domiciled in Canada and incorporated under the Insurance Companies Act (Canada) (“ICA”). These Consolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

These Consolidated Financial Statements should be read in conjunction with “Risk Management” in the 2016 Management’s Discussion and Analysis (“MD&A”) dealing with IFRS 7 “Financial Instruments: Disclosures” as the discussion on market risk and liquidity risk includes certain disclosures that are considered an integral part of these Consolidated Financial Statements.

These Consolidated Financial Statements as at and for the year ended December 31, 2016 were authorized for issue by MFC’s Board of Directors on February 9, 2017.

(b) Basis of preparation

The preparation of Consolidated Financial Statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the application of accounting policies and 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 may differ from these estimates. The most significant estimation processes relate to the assumptions used in measuring insurance and investment contract liabilities, assessing assets for impairment, determination of pension and other post-employment benefit obligation and expense assumptions, determining income taxes and uncertain tax positions and fair valuation of certain invested assets. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimates are revised and in any future years affected. Although some variability is inherent in these estimates, management believes that the amounts recorded are appropriate. The significant accounting policies used and the most significant judgments made by management in applying these accounting policies in the preparation of these Consolidated Financial Statements are summarized below.

(c) Fair value measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (not a forced liquidation or distress sale) between market participants at the measurement date, that is, an exit value.

When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair value is typically based upon alternative valuation techniques such as discounted cash flows, matrix pricing, consensus pricing services and other techniques. Broker quotes are generally used when external public vendor prices are not available.

The Company has a process in place that includes a review of price movements relative to the market, a comparison of prices between vendors, and a comparison to internal matrix pricing which uses predominately external observable data. Judgment is applied in adjusting external observable data for items including liquidity and credit factors.

The Company categorizes its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Company’s valuation techniques. A level is assigned to each fair value measurement based on the lowest level input significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are defined as follows:

Level 1 – Fair value measurements that reflect unadjusted, quoted prices in active markets for identical assets and liabilities that the Company has the ability to access at the measurement date reflecting market transactions.

Level 2 – Fair value measurements using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in inactive markets, inputs that are observable that are not prices (such as interest rates, credit risks, etc.) and inputs that are derived from or corroborated by observable market data. Most debt securities are classified within Level 2. Also, included in the Level 2 category are derivative instruments that are priced using models with observable market inputs, including interest rate swaps, equity swaps, and foreign currency forward contracts.

Level 3 – Fair value measurements using significant non-market observable inputs. These include valuations for assets and liabilities that are derived using data, some or all of which is not market observable, including assumptions about risk. Level 3 securities include

 

116          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


less liquid securities such as structured asset-backed securities, commercial mortgage-backed securities (“CMBS”), certain long duration bonds and other securities that have little or no price transparency. Embedded and complex derivative financial instruments as well as real estate classified as investment property are also included in Level 3.

(d) Basis of consolidation

MFC consolidates the financial statements of all entities, including certain structured entities that it controls. Subsidiaries are entities controlled by the Company. The Company has control over an entity when the Company has the power to govern the financial and operating policies of the entity, is exposed to variable returns from its activities which are significant in relation to the total variable returns of the entity and the Company is able to use its power over the entity to affect its share of variable returns. In assessing control, significant judgment is applied while considering all relevant facts and circumstances. When assessing decision-making power, the Company considers the extent of its rights relative to the management of an entity, the level of voting rights held in an entity which are potentially or presently exercisable, the existence of any contractual management agreements which may provide the Company with power over an entity’s financial and operating policies and to the extent of minority ownership in an entity, if any, the possibility for de facto control being present. When assessing returns, the Company considers the significance of direct and indirect financial and non-financial variable returns to the Company from an entity’s activities in addition to the proportionate significance of such returns. The Company also considers the degree to which its interests are aligned with those of other parties investing in an entity and the degree to which it may act in its own interest.

The financial statements of subsidiaries and controlled structured entities are included in the Company’s consolidated results from the date control is established and are excluded from consolidation from the date control ceases. The initial control assessment is performed at inception and is reconsidered at a later date if the Company acquires or loses power over key operating and financial policies of the entity; acquires additional interests or disposes of interests in the entity; the contractual arrangements of the entity are amended such that the Company’s proportionate exposure to variable returns changes; or if the Company’s ability to use its power to affect its variable returns from the entity changes.

The Company’s Consolidated Financial Statements have been prepared using uniform accounting policies for like transactions and events in similar circumstances. Intercompany balances, and income and expenses arising from intercompany transactions, have been eliminated in preparing the Consolidated Financial Statements.

Non-controlling interests are interests of other parties in the equity of MFC’s subsidiaries and are presented within total equity, separate from the equity of MFC’s shareholders. Non-controlling interests in the net income and other comprehensive income (“OCI”) of MFC’s subsidiaries are included in total net income and total other comprehensive income, respectively. An exception to this occurs where the subsidiary’s shares are required to be redeemed for cash on a fixed or determinable date, in which case non-controlling interests in the subsidiary’s capital are presented as liabilities of the Company and non-controlling interests in the subsidiary’s income and OCI are recorded as expenses of the Company.

The equity method of accounting is used to account for entities over which the Company has significant influence (“associates”), whereby the Company records its share of the associate’s net assets and financial results using uniform accounting policies for similar transactions and events. Significant judgment is used to determine whether voting rights, contractual management and other relationships with the entity, if any, provide the Company with significant influence over the entity. Gains and losses on the sale of associates are included in income when realized, while impairment losses are recognized immediately when there is objective evidence of impairment. Gains and losses on transactions with associates are eliminated to the extent of the Company’s interest in the associate. Investments in associates are included in other invested assets on the Company’s Consolidated Statements of Financial Position.

(e) Invested assets

Invested assets that are considered financial instruments are classified as fair value through profit or loss (“FVTPL”), loans and receivables, or as available-for-sale (“AFS”) financial assets. The Company determines the classification of its financial assets at initial recognition. Invested assets are recognized initially at fair value plus, in the case of investments not at FVTPL, directly attributable transaction costs. Invested assets are classified as financial instruments at FVTPL if they are held for trading, if they are designated by management under the fair value option, or if they are designated by management when they include one or more embedded derivatives. Invested assets classified as AFS are non-derivative financial assets that do not fall into any of the other categories described above.

Valuation methods for the Company’s invested assets are described above. All fair value valuations are performed in accordance with IFRS 13 “Fair Value Measurement”. The three levels of the fair value hierarchy and the disclosure of the fair value for financial instruments not carried at fair value on the Consolidated Statements of Financial Position are described in note 4. Fair value valuations are performed by the Company and by third-party service providers. When third-party service providers are engaged, the Company performs a variety of procedures to corroborate pricing information. These procedures may include, but are not limited to, inquiry and review of valuation techniques, inputs to the valuation and vendor controls reports.

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 fair value. Short-term securities are comprised of investments due to mature within one year of the date of purchase. The carrying value of these instruments approximates fair value due to their short-term maturities and they are generally classified as Level 1. Commercial paper and discount notes are classified as Level 2 because these securities are typically not actively traded. Net payments in transit and overdraft bank balances are included in other liabilities.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         117


Debt securities are carried at fair value. Debt securities are generally valued by independent pricing vendors using proprietary pricing models incorporating current market inputs for similar instruments with comparable terms and credit quality (matrix pricing). The significant inputs include, but are not limited to, yield curves, credit risks and spreads, measures of volatility and prepayment rates. These debt securities are classified as Level 2, but can be Level 3 if the significant inputs are unobservable. Realized gains and losses on sale of debt securities and unrealized gains and losses on debt securities designated as FVTPL are recognized in investment income immediately. Unrealized gains and losses on AFS debt securities are recorded in OCI, with the exception of unrealized gains and losses on foreign currency translation which are included in income. Impairment losses on AFS debt securities are recognized in income when there is objective evidence of impairment. Impairment is considered to have occurred, based on management’s judgment, when it is deemed probable that the Company will not be able to collect all amounts due according to the debt security’s contractual terms.

Equities are comprised of common and preferred equities and are carried at fair value. Equities are classified as Level 1, as fair values are based on quoted market prices. Realized gains and losses on sale of equities and unrealized gains and losses on equities designated as FVTPL are recognized in investment income immediately. Unrealized gains and losses on AFS equities are recorded in OCI. Impairment losses on AFS equities are recognized in income on an individual security basis when there is objective evidence of impairment. Impairment is considered to have occurred when fair value has declined below cost by significant amounts or for prolonged periods of time. Judgment is applied in determining whether the decline is significant or prolonged.

Mortgages are carried at amortized cost, and are classified as Level 3 due to the lack of observability of certain significant valuation inputs. Realized gains and losses are recorded in investment income immediately. Impairment losses are recorded on mortgages when there is no longer reasonable assurance as to the timely collection of the full amount of principal and interest and are measured based on the discounted value of expected future cash flows at the original effective interest rates inherent in the mortgages. Expected future cash flows are typically determined in reference to the fair value of collateral security underlying the mortgages, net of expected costs of realization and any applicable insurance recoveries. Significant judgment is applied in the determination of impairment including the timing and account of future collections.

The Company accounts for insured and uninsured mortgage securitizations as secured financing transactions since the criteria for sale accounting are not met. For these transactions, the Company continues to recognize the mortgages and records a liability in other liabilities for the amount owed at maturity. Interest income from these mortgages and interest expense on the borrowing are recorded using the effective interest rate method.

Private placements, which include corporate loans for which there is no active market, are carried at amortized cost. Realized gains and losses are recorded in income immediately. Impairment losses are recorded on private placements when there is no longer assurance as to the timely collection of the full amount of principal and interest. Impairment is measured based on the discounted value of expected future cash flows at the original effective interest rates inherent in the loans. Significant judgment is applied in the determination of impairment including the timing and amount of future collections.

Policy loans are carried at an amount equal to their unpaid balance. Policy loans are fully collateralized by the cash surrender value of the underlying policies.

Loans to Manulife Bank of Canada (“Manulife Bank” or “Bank”) clients are carried at unpaid principal less allowance for credit losses, if any. Loans to Bank clients are considered impaired when there is objective evidence of impairment as a result of one or more loss events that have occurred after initial recognition, with a negative impact on the estimated future cash flows of a loan.

Once established, allowances for impairment of mortgages, private placements and loans to Bank clients are reversed only if the conditions that caused the impairment no longer exist. Reversals of impairment charges on AFS debt securities are only recognized in income to the extent that increases in fair value can be attributed to events subsequent to the impairment loss being recorded. Impairment losses for AFS equity instruments are not reversed through income. On disposition of an impaired asset, any allowance for impairment is released.

In addition to impairments and provisions for loan losses (recoveries) reported in investment income, the measurement of insurance contract liabilities via the investment return assumptions include expected future credit losses on fixed income investments. Refer to note 8 (d).

Interest income is recognized on debt securities, mortgages, private placements, policy loans and loans to Bank clients as it accrues and is calculated by using the effective interest rate method. Premiums, discounts and transaction costs are amortized over the life of the underlying investment using the effective yield method for all debt securities as well as mortgages and private placements measured at amortized cost.

The Company records purchases and sales of invested assets on a trade date basis, except for loans originated by the Company, which are recognized on a settlement date basis.

Real estate consists of both own use and investment property. Own use property is carried at cost less accumulated depreciation and any accumulated impairment losses. Depreciation is calculated based on the cost of an asset less its residual value and is recognized in income on a straight-line basis over the estimated useful life ranging from 30 to 60 years. Impairment losses are recorded in income to the extent the recoverable amount is less than the carrying amount. Where own use property is included in assets backing insurance contract liabilities, the fair value of own use property is used in the valuation of insurance contract liabilities.

Investment property is property held to earn rental income, for capital appreciation, or both. Investment property is measured at fair value with changes in fair value recognized in income. Fair value is determined using external appraisals that are based on the highest

 

118          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


and best use of the property. The valuation techniques used include discounted cash flows, the direct capitalization method as well as comparable sales analysis and include both observable and unobservable inputs. Inputs include existing and assumed tenancies, market data from recent comparable transactions, future economic outlook and market risk assumptions, capitalization rates and internal rates of return. Investment property is classified as Level 3.

Other invested assets include private equity and property investments held in power and infrastructure and timber as well as in agriculture and oil and gas sectors. Private equity investments are accounted for as associates using the equity method (as described in note 1(d) above) or are classified as FVTPL or AFS and carried at fair value. Investments in oil and gas exploration and evaluation costs are measured on a “successful efforts” basis. Timber and agriculture properties are measured at fair value with changes in fair value recognized in income with the exception of bearer plants which are measured at amortized cost (refer to note 2(II)). The fair value of other invested assets is determined using a variety of valuation techniques as described in note 4. Other invested assets that are measured at fair value are classified as Level 3.

Other invested assets also include investments in leveraged leases, which are accounted for using the equity method. The carrying value under the equity method reflects the amortized cost of the lease receivable and related non-recourse debt using the effective yield method.

(f) Goodwill and intangible assets

Goodwill represents the difference between the purchase consideration of an acquired business and the Company’s proportionate share of the net identifiable assets acquired and liabilities and contingent liabilities assumed. It is initially recorded at cost and subsequently measured at cost less any accumulated impairment.

Goodwill is tested for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable at the cash generating unit (“CGU”) or group of CGUs level. The Company allocates goodwill to CGUs or groups of CGUs for the purpose of impairment testing based on the lowest level within the entity in which the goodwill is monitored for internal management purposes. The allocation is made to those CGUs or groups of CGUs that are expected to benefit from the business combination in which the goodwill arose. Any potential impairment of goodwill is identified by comparing the recoverable amount of a CGU or group of CGUs to its carrying value. Goodwill is reduced by the amount of deficiency, if any. If the deficiency exceeds the carrying amount of goodwill, the carrying values of the remaining assets in the CGU or group of CGUs are subject to being reduced by the excess on a pro-rata basis.

The recoverable amount of a CGU is the higher of the estimated fair value less costs to sell or the value-in-use of the CGU. In assessing value-in-use, the estimated future cash flows are discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In some cases, the most recent detailed calculation made in a prior period of the recoverable amount of a CGU is used in the testing of impairment of goodwill in the current period. This is the case only if there are no significant changes to the CGU, the likelihood of impairment is remote based on the analysis of current events and circumstances, and the most recent recoverable amount substantially exceeds the carrying amount of the CGU.

Intangible assets with indefinite useful lives include the John Hancock brand name and certain investment management contracts. The indefinite useful life assessment for brand is based on the brand name being protected in markets where branded products are sold by trademarks, which are renewable indefinitely, and for certain investment management contracts due to the ability to renew the contracts indefinitely. In addition, there are no legal, regulatory or contractual provisions that limit the useful lives of these intangible assets. An intangible asset with an indefinite useful life is not amortized but is subject to an annual impairment test which is performed more frequently if there is an indication that it is not recoverable.

Intangible assets with finite useful lives include acquired distribution networks, customer relationships, capitalized software, certain investment management contracts and other contractual rights. Distribution networks, customer relationships, and other finite life intangible assets are amortized over their estimated useful lives, five to 68 years, either based on straight-line or in relation to other asset consumption metrics. Software intangible assets are amortized on a straight-line basis over their estimated useful lives of three to five years. Finite life intangible assets are assessed for indicators of impairment at each reporting period, or more frequently when events or changes in circumstances dictate. If any indication of impairment exists, these assets are subject to an impairment test.

(g) Miscellaneous assets

Miscellaneous assets include assets in a rabbi trust with respect to unfunded defined benefit obligations, deferred acquisition costs, capital assets and defined benefit assets, if any (refer to note 1(o)). Deferred acquisition costs are carried at cost less accumulated amortization. These costs are recognized over the period where redemption fees may be charged or over the period revenue is earned. 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.

(h) Segregated funds

The Company manages a number of segregated funds on behalf of policyholders. The investment returns on these funds are passed directly to policyholders. In some cases, the Company has provided guarantees associated with these funds.

Segregated funds net assets are measured at fair value and primarily include investments in mutual funds, debt securities, equities, real estate, short-term investments and cash and cash equivalents. With respect to the consolidation requirement of IFRS, in assessing the Company’s degree of control over the underlying investments, the Company considers the scope of its decision making rights, the

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         119


rights held by other parties, its remuneration as an investment manager and its exposure to variability of returns. The Company has determined that it does not have control over the underlying investments as it acts as an agent on behalf of segregated fund policyholders.

The methodology applied to determine the fair value of investments held in segregated funds is consistent with that applied to invested assets held by the general fund, as described above in note 1(e). Segregated funds net liabilities are measured based on the value of the segregated funds net assets. Investment returns on segregated fund assets belong to policyholders and the Company does not bear the risk associated with these assets outside of guarantees offered on certain variable life and annuity products, for which the underlying investments are held within segregated funds. Accordingly, investment income earned by segregated funds and expenses incurred by segregated funds are offset and are not separately presented in the Consolidated Statements of Income. Fee income earned by the Company for managing the segregated funds is included in other revenue. Refer to note 22.

Liabilities related to guarantees associated with certain funds, as a result of certain variable life and annuity contracts, are recorded within the Company’s insurance contract liabilities. The Company holds assets supporting these guarantees which are recognized in invested assets according to their investment type.

(i) Insurance and investment contract liabilities

Most contracts issued by the Company are considered insurance, investment or service contracts. Contracts under which the Company accepts significant insurance risk from a policyholder are classified as insurance contracts in the Consolidated Financial Statements. A contract is considered to have significant insurance risk if, and only if, an insured event could cause an insurer to make significant additional payments in any scenario, excluding scenarios that lack commercial substance at the inception of the contract. Contracts under which the Company does not accept significant insurance risk are either classified as investment contracts or considered service contracts and are accounted for in accordance with IAS 39 Financial Instruments: Recognition and Measurement or IAS 18 “Revenue”, respectively.

Once a contract has been classified as an insurance contract it remains an insurance contract even if the insurance risk reduces significantly. Investment contracts can be reclassified as insurance contracts if insurance risk subsequently becomes significant.

Insurance contract liabilities, net of reinsurance assets, represent the amount which, together with estimated future premiums and net investment income, will be sufficient to pay estimated future benefits, policyholder dividends and refunds, taxes (other than income taxes) and expenses on policies in-force. Insurance contract liabilities are presented gross of reinsurance assets on the Consolidated Statements of Financial Position. The Company’s Appointed Actuary is responsible for determining the amount of insurance contract liabilities in accordance with standards established by the Canadian Institute of Actuaries. Insurance contract liabilities, net of reinsurance assets, have been determined using Canadian Asset Liability Method (“CALM”) as permitted by IFRS 4 “Insurance Contracts”. Refer to note 8.

Investment contract liabilities include contracts issued to retail and institutional investors that do not contain significant insurance risk. Investment contract liabilities and deposits are measured at amortized cost or at fair value by election. The election only reduces accounting mismatches between the assets supporting the contracts and the liabilities. The liability is derecognized when the contract expires, is discharged or is cancelled.

Derivatives embedded within insurance contracts are separated if they are not considered to be closely related to the host insurance contract and do not meet the definition of an insurance contract. These embedded derivatives are presented separately in other assets or other liabilities and are measured at fair value with changes in fair value recognized in income.

(j) Reinsurance assets

The Company uses reinsurance in the normal course of business to manage its risk exposure. Insurance ceded to a reinsurer does not relieve the Company from its obligations to policyholders. The Company remains liable to its policyholders for the portion reinsured to the extent that any reinsurer does not meet its obligations for reinsurance ceded to it under a reinsurance agreement.

Reinsurance assets represent the benefit derived from reinsurance agreements in-force at the reporting date, taking into account the financial condition of the reinsurer. Amounts recoverable from reinsurers are estimated in accordance with the terms of the relevant reinsurance contract.

Gains or losses on reinsurance transactions are recognized in income immediately on the transaction date and are not amortized. Premiums ceded and claims reimbursed are presented on a gross basis on the Consolidated Statements of Income. Reinsurance assets are not offset against the related insurance contract liabilities and are presented separately on the Consolidated Statements of Financial Position. Refer to note 8(a).

(k) Other financial instruments accounted for as liabilities

The Company issues a variety of other financial instruments classified as liabilities, including notes payable, term notes, senior notes, senior debentures, subordinated notes, surplus notes, subscription receipts and preferred shares. These financial liabilities are measured at amortized cost, with issuance costs deferred and amortized using the effective interest rate method.

(l) Income taxes

The provision for income taxes is calculated based on income tax laws and income tax rates substantively enacted as at the date of the Consolidated Statements of Financial Position. The income tax provision is comprised of current income taxes and deferred income taxes. Current and deferred income taxes relating to items recognized in OCI and directly in equity are similarly recognized in OCI and directly in equity, respectively.

 

120          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Current income taxes are amounts expected to be payable or recoverable as a result of operations in the current year and any adjustments to taxes payable in respect of previous years.

Deferred income taxes are provided for using the liability method and result from temporary differences between the carrying values of assets and liabilities and their respective tax bases. Deferred income taxes are measured at the substantively enacted tax rates that are expected to be applied to temporary differences when they reverse.

A deferred tax asset is recognized to the extent that future realization of the tax benefit is probable. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the tax benefit will be realized. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets and they relate to income taxes levied by the same tax authority on the same taxable entity.

Deferred tax liabilities are recognized for all taxable temporary differences, except in respect of taxable temporary differences associated with investments in subsidiaries and associates, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.

The Company records provisions for uncertain tax positions if it is probable that the Company will make a payment on tax positions as a result of examinations by the tax authorities. These provisions are measured at the Company’s best estimate of the amount expected to be paid. Provisions are reversed to income in the period in which management assesses they are no longer required or determined by statute.

The Company is subject to income tax laws in various jurisdictions. Tax laws are complex and potentially subject to different interpretations by the taxpayer and the relevant tax authority. The provision for income taxes and deferred income taxes represents management’s interpretation of the relevant tax laws and its estimate of current and future income tax implications of the transactions and events during the year. The Company may be required to change its provision for income taxes or deferred income tax balances when the ultimate deductibility of certain items is successfully challenged by taxing authorities, or if estimates used in determining the amount of deferred tax asset to recognize change significantly, or when receipt of new information indicates the need for adjustment in the amount of deferred income taxes to be recognized. Additionally, future events, such as changes in tax laws, tax regulations, or interpretations of such laws or regulations, could have an impact on the provision for income taxes, deferred tax balances and the effective tax rate. Any such changes could materially affect the amounts reported in the Consolidated Financial Statements in the period these changes occur.

(m) Foreign currency translation

Items included in the financial statements of each of the Company’s subsidiaries are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”).

Transactions in a foreign currency are translated to the functional currency at the exchange rate prevailing at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated to the functional currency at the exchange rate in effect at the reporting date. Revenue and expenses denominated in foreign currencies are translated at the average exchange rate prevailing during the quarter reported. Exchange gains and losses are recognized in income with the exception of translation of net investments in foreign operations and the results of hedging these positions. These foreign exchange gains and losses are recognized in OCI until such time that the foreign operation is disposed of or control or significant influence over it is lost.

(n) Stock-based compensation

The Company provides stock-based compensation to certain employees and directors as described in note 15. Compensation expense of equity instruments is accrued based on the best estimate of the number of instruments expected to vest, with revisions made to that estimate if subsequent information indicates that actual forfeitures are likely to differ from initial estimates, unless forfeitures are due to market-based conditions.

Stock options are expensed with a corresponding increase in contributed surplus. Restricted share units, special restricted share units and deferred share units are expensed with a corresponding liability accrued based on the market value of MFC’s common shares at the end of each quarter. Performance share units are expensed with a corresponding liability accrued based on specific performance conditions and the market value of MFC’s common shares. The change in the value of the awards resulting from changes in the market value of the Company’s common shares or changes in the specific performance conditions and credited dividends is recognized in income, offset by the impact of total return swaps used to manage the variability of the related liability.

Stock-based compensation cost is recognized 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 or 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.

Contributions to the Global Share Ownership Plan (“GSOP”) (refer to note 15(d)), are expensed as incurred. Under the GSOP, subject to certain conditions, the Company will match a percentage of an employee’s eligible contributions to certain maximums. All contributions are used by the plan’s trustee to purchase MFC common shares in the open market.

(o) Employee future benefits

The Company maintains defined contribution and defined benefit pension plans and other post-employment plans for employees and agents including registered (tax qualified) pension plans that are typically funded as well as supplemental non-registered (non-qualified) pension plans for executives, retiree welfare plans and disability welfare plans that are typically not funded.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         121


The Company’s obligation in respect of defined benefit pension and other post-employment benefits is calculated for each plan as the estimated present value of the future benefits that eligible employees have earned in return for their service up to the reporting date using the projected benefit method. The discount rate used is based on the yield at the reporting date on high quality corporate debt securities that have approximately the same term as the obligations and that are denominated in the same currency in which the benefits are expected to be paid.

To determine the Company’s net defined benefit asset or liability, the fair value of plan assets are deducted from the defined benefit obligations. When this calculation results in a surplus, the asset that can be recognized is limited to the present value of future economic benefit available in the form of future refunds from the plan or reductions in future contributions to the plan (the asset limit).

Defined benefit assets are included in other assets and defined benefit liabilities are included in other liabilities. The net benefit cost for the year is recognized in income and is calculated as the sum of the service cost in respect of the fiscal year, the net interest income or expense and any applicable administration expenses, plus past service costs or credits resulting from plan amendments or curtailments. The net interest income or expense is determined by applying the discount rate to the net defined benefit asset or liability. Changes in the net defined benefit asset or liability due to re-measurement of pension and retiree welfare plans are recorded in OCI in the period in which they occur and are not reclassified to income in subsequent periods. They consist of actuarial gains and losses, the impact of the asset limit if any, and the return on plan assets, excluding amounts included in net interest income or expense. Changes in the net defined benefit asset or liability due to re-measurement of disability welfare plans are recognized in income in the period in which they occur.

The cost of defined contribution plans is the contribution provided by the Company and is recognized in income in the periods during which services are rendered by employees.

The cost of retiree welfare plans is recognized in income over the employees’ years of service to their dates of full entitlement.

The current year cost of disability welfare plans is the year-over-year change in the defined benefit obligation, including any actuarial gains or losses.

(p) Derivative and hedging instruments

The Company uses derivative financial instruments (“derivatives”) including swaps, forward and futures agreements, and options to manage current and anticipated exposures to changes in interest rates, foreign exchange rates, commodity prices and equity market prices, and to replicate permissible investments. Derivatives embedded in other financial instruments (“host instruments”) are separately recorded as derivatives 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 standalone derivative and the host instrument itself is not recorded at FVTPL. Derivatives are recorded at fair value. Derivatives with unrealized gains are reported as derivative assets and derivatives with unrealized losses are reported as derivative liabilities.

A determination is made for each derivative as to whether to apply hedge accounting. Where hedge accounting is not applied, changes in the fair value of derivatives are recorded in investment income. Refer to note 4.

Where the Company has elected to apply hedge accounting, a hedging relationship is designated and documented at inception. Hedge effectiveness is evaluated at inception and throughout the term of the hedge and hedge accounting is only applied when the Company expects that the hedging relationship will be highly effective in achieving offsetting changes in fair value or changes in cash flows attributable to the risk being hedged. The assessment of hedge effectiveness is performed at the end of each reporting period both prospectively and retrospectively. When it is determined that a 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 derivatives are not sold or terminated, any subsequent changes in fair value of the derivatives are recognized in investment income.

For derivatives that are designated as hedging instruments, changes in fair value are recognized according to the nature of the risks being hedged, as discussed below.

In a fair value hedging relationship, changes in the fair value of the hedging derivatives are recorded in investment income, along with changes in fair value attributable to the hedged risk. The carrying value of the hedged item is adjusted for changes in fair value attributable to the hedged risk. To the extent the changes in the fair value of derivatives 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 carrying value of the hedged item is no longer adjusted and the cumulative fair value adjustments are amortized to investment income over the remaining term of the hedged item unless the hedged item is sold, at which time the balance is recognized immediately in investment income.

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 OCI are recognized in income during the same periods as the variability in the cash flows hedged or the hedged forecasted transactions are recognized in income. The reclassifications from accumulated other comprehensive income (“AOCI”) are made to investment income, with the exception of total return swaps that hedge restricted share units, which are reclassified to general expenses.

Gains and losses on cash flow hedges accumulated in OCI are reclassified immediately to investment income when the hedged item is sold or the forecasted transaction is no longer expected to occur. When a hedge is discontinued, but the hedged forecasted

 

122          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


transaction remains highly probable to occur, the amounts accumulated in OCI 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.

In a net investment hedging relationship, the gains and losses relating to the effective portion of the hedge are recorded in OCI. Gains and losses in AOCI are recognized in income during the periods when gains or losses on the underlying hedged net investment in foreign operations are recognized in income.

(q) 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. Premiums are reported gross of reinsurance ceded (refer to note 8). Revenue on service contracts is recognized as services are rendered.

Expenses are recognized when incurred. Insurance contract liabilities are computed at the end of each year, resulting in benefits and expenses being matched with the premium income.

Note 2    Accounting and Reporting Changes

(a) Changes in accounting policy

(I) Amendments to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”

Effective January 1, 2016, the Company adopted the amendments issued in May 2014 to IAS 16 “Property, Plant and Equipment” and IAS 38 “Intangible Assets”. These amendments were applied prospectively. The amendments clarified that depreciation or amortization of assets accounted for under these two standards should reflect a pattern of consumption of the assets rather than reflect economic benefits expected to be generated from the assets. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(II) Amendments to IAS 41 “Agriculture” and IAS 16 “Property, Plant and Equipment”

Effective January 1, 2016, the Company adopted the amendments issued in June 2014 to IAS 41 “Agriculture” and IAS 16 “Property, Plant and Equipment”. These amendments were applied retrospectively. These amendments require that “bearer plants” (that is, plants used in the production of agricultural produce and not intended to be sold as a living plant except for incidental scrap sales) should be considered as property, plant and equipment in the scope of IAS 16 and should be measured either at amortized cost or revalued amount with changes recognized in OCI. Previously these plants were in the scope of IAS 41 and were measured at fair value less cost to sell. These amendments only apply to the accounting requirements of a bearer plant and not agricultural land properties. The Company chose to carry bearer plants at amortized cost. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(III) Amendments to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28 “Investments in Associates and Joint Ventures”

Effective January 1, 2016, the Company adopted the amendments issued in December 2014 to IFRS 10 “Consolidated Financial Statements”, IFRS 12 “Disclosure of Interests in Other Entities”, and IAS 28 “Investments in Associates and Joint Ventures”. These amendments were applied retrospectively. The amendments clarify the requirements when applying the investment entities consolidation exception. Adoption of these amendments did not have a significant impact on the Company’s Consolidated Financial Statements.

(b) Future accounting and reporting changes

(I) Annual Improvements 2014–2016 Cycle

Annual Improvements 2014-2016 Cycle were issued in December 2016 resulting in minor amendments to three standards and are effective for the Company starting January 1, 2017. While the Company is assessing the impact of these amendments, adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

(II) IFRS 16 “Leases”

IFRS 16 “Leases” was issued in January 2016 and is effective for years beginning on or after January 1, 2019, to be applied retrospectively or on a modified retrospective basis. It will replace IAS 17 “Leases” and IFRIC 4 “Determining whether an arrangement contains a lease”. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, the customer (“lessee”) and the supplier (“lessor”). The standard brings most leases on-balance sheet for lessees under a single model, eliminating the previous classifications of operating and finance leases. Exemptions to this treatment are for lease contracts with low value assets or leases with duration of less than one year. The on-balance sheet treatment will result in the grossing up of the balance sheet due to right-of-use assets being recognized with offsetting liabilities. Lessor accounting will remain largely unchanged with previous classifications of operating and finance leases being maintained. The Company is assessing the impact of this standard.

(III) Amendments to IAS 7 “Statement of Cash Flows”

Amendments to IAS 7 “Statement of Cash Flows” were issued in January 2016 and are effective for annual periods beginning on or after January 1, 2017, to be applied prospectively. These amendments require companies to provide information about changes in their financing liabilities. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         123


(IV) IFRIC 22 “Foreign Currency Transactions and Advance Consideration“

IFRIC 22 “Foreign Currency Transactions and Advance Consideration” was issued in December 2016 and will be effective for annual periods beginning on or after January 1, 2018 and may be applied retrospectively or prospectively. IFRIC 22 addresses which foreign exchange rate to use to measure a foreign currency transaction when advance payments are made or received and non-monetary assets or liabilities are recognized prior to recognition of the underlying transaction. IFRIC 22 does not relate to goods or services accounted for at fair value or at the fair value of consideration paid or received at a date other than the date of initial recognition of the non-monetary asset or liability, or to income taxes, insurance contracts or reinsurance contracts. The foreign exchange rate on the day of the advance payment is used to measure the foreign currency transaction. If multiple advance payments are made or received, each payment is measured separately. The Company is assessing the impact of this standard.

(V) IFRS 9 “Financial Instruments”

IFRS 9 “Financial Instruments” was issued in November 2009 and amended in October 2010, November 2013 and July 2014, and is effective for years beginning on or after January 1, 2018, to be applied retrospectively, or on a modified retrospective basis. It is intended to replace IAS 39 “Financial Instruments: Recognition and Measurement”.

The project has been divided into three phases: classification and measurement, impairment of financial assets, and hedge accounting. IFRS 9’s current classification and measurement methodology provides that financial assets are measured at either amortized cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets. The classification and measurement for financial liabilities remains generally unchanged; however, for a financial liability designated as at fair value through profit or loss, revisions have been made in the accounting for changes in fair value attributable to changes in the credit risk of that liability. Gains or losses caused by changes in an entity’s own credit risk on such liabilities are no longer recognized in profit or loss but instead are reflected in OCI.

Revisions to hedge accounting were issued in November 2013 as part of the overall IFRS 9 project. The amendment introduces a new hedge accounting model, together with corresponding disclosures about risk management activity for those applying hedge accounting. The new model represents a substantial overhaul of hedge accounting that will enable entities to better reflect their risk management activities in their financial statements.

Revisions issued in July 2014 replace the existing incurred loss model used for measuring the allowance for credit losses with an expected loss model. Changes were also made to the existing classification and measurement model designed primarily to address specific application issues raised by early adopters of the standard. They also address the income statement accounting mismatches and short-term volatility issues which have been identified as a result of the insurance contracts project.

The Company expects to defer IFRS 9 until January 1, 2021, as allowed under the amendments to IFRS 4 “Insurance Contracts” outlined below.

(VI) Amendments to IFRS 4 “Insurance Contracts”

Amendments to IFRS 4 “Insurance Contracts” were issued in September 2016, which will be effective for annual periods beginning on or after January 1, 2018. The amendments introduce two approaches to address concerns about the differing effective dates of IFRS 9 “Financial Instruments” and the forthcoming new insurance contracts standard: the overlay approach and the deferral approach. The overlay approach provides an option for all issuers of insurance contracts to adjust profit or loss for eligible financial assets by removing any additional accounting volatility that may arise from applying IFRS 9 before the new insurance contracts standard. The deferral approach provides companies whose activities are predominantly related to insurance an optional temporary exemption from applying IFRS 9 until January 1, 2021. The Company expects to defer IFRS 9 until January 1, 2021.

(VII) Amendments to IAS 12 “Income Taxes”

Amendments to IAS 12 “Income Taxes” were issued in January 2016 and are effective for years beginning on or after January 1, 2017, to be applied retrospectively. The amendments clarify recognition of deferred tax assets relating to unrealized losses on debt instruments measured at fair value. A deductible temporary difference arises when the carrying amount of the debt instrument measured at fair value is less than the cost for tax purposes, irrespective of whether the debt instrument is held for sale or held to maturity. The recognition of the deferred tax asset that arises from this deductible temporary difference is considered in combination with other deferred taxes applying local tax law restrictions where applicable. In addition, when estimating future taxable profits, consideration can be given to recovering more than the asset’s carrying amount where probable. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

(VIII) Amendments to IFRS 2 “Share-Based Payment”

Amendments to IFRS 2 “Share-Based Payment” were issued in June 2016 and are effective for annual periods beginning on or after January 1, 2018, to be applied prospectively. The amendments clarify the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments; provide guidance on the classification of share-based payment transactions with net settlement features for withholding tax obligations; and clarify accounting for modification to the terms and conditions of a share-based payment that changes the classification of the transaction from cash-settled to equity-settled. Adoption of these amendments is not expected to have a significant impact on the Company’s Consolidated Financial Statements.

 

124          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(IX) IFRS 15 “Revenue from Contracts with Customers”

IFRS 15 “Revenue from Contracts with Customers” was issued in May 2014 and replaces IAS 11 “Construction Contracts”, IAS 18 “Revenue” and several interpretations. Amendments to IFRS 15 were issued in April 2016. IFRS 15 as amended is effective for annual periods beginning on or after January 1, 2018, to be applied as described below.

IFRS 15 clarifies revenue recognition principles, provides a robust framework for recognizing revenue and cash flows arising from contracts with customers and enhances qualitative and quantitative disclosure requirements. IFRS 15 does not apply to insurance contracts, financial instruments and lease contracts. Accordingly, the adoption of IFRS 15 may impact the revenue recognition related to the Company’s asset management and service contracts and may result in additional financial statement disclosure.

The amendments clarify when a promised good or service is separately identifiable from other promises in a contract; provide clarifications on how to apply the principal versus agent application guidance; and provide clarifications on how an entity will evaluate the nature of a promise to grant a license of intellectual property to determine whether the promise is satisfied over time or at a point in time.

The amendments provide two practical expedients to alleviate transition burden. An entity that uses the full retrospective approach may apply IFRS 15 only to contracts that are not completed as at the beginning of the earliest period presented. An entity may determine the aggregate effect of all of the modifications that occurred between contract inception and the earliest date presented, rather than accounting for the effects of each modification separately. The Company is assessing the impact of this standard.

Note 3    Acquisitions and Distribution Agreement

(a) Mandatory Provident Fund businesses of Standard Chartered

On November 1, 2016, the Company completed its acquisition of Standard Chartered’s Mandatory Provident Fund (“MPF”) and Occupational Retirement Schemes Ordinance (“ORSO”) businesses in Hong Kong, and the related investment management entity. In addition, on November 1, 2016, the Company commenced its 15 year exclusive distribution partnership with Standard Chartered. These arrangements significantly expand Manulife’s retirement business in Hong Kong. Total consideration of $392 was paid in cash.

(b) Distribution agreement with DBS Bank Ltd (“DBS”)

Effective January 1, 2016, the Company entered into a 15-year regional distribution agreement with DBS covering Singapore, Hong Kong, mainland China and Indonesia. The arrangement expands the Company’s strategy for growth in Asia. The Company recognized $536 of distribution network intangible assets on the agreement’s effective date.

(c) Canadian-based operations of Standard Life plc

On January 30, 2015, the Company completed its acquisition of 100 per cent of the shares of Standard Life Financial Inc. and of Standard Life Investments Inc., collectively the Canadian-based operations of Standard Life plc (“Standard Life”). The acquisition contributes to the Company’s growth strategy, particularly in wealth and asset management.

The purchase consideration of $4 billion was paid in cash. The Company recognized $1,477 of tangible net assets, $1,010 of intangible assets, and $1,513 of goodwill.

(d) Retirement plan services business of New York Life

On April 14, 2015, the Company completed its acquisition of New York Life’s (“NYL”) Retirement Plan Services (“RPS”) business. The acquisition of the NYL RPS business supports Manulife’s global growth strategy for wealth and asset management businesses.

The purchase consideration of $787 included conventional financial consideration of $398 plus $389 of net impact of the assumption by NYL of the Company’s in-force participating life insurance closed block (“Closed Block”) through net 60% reinsurance agreements, effective July 1, 2015. The Company recognized $128 of intangible assets and $659 of goodwill. Finalization of the purchase price allocation in 2016 did not result in significant changes to amounts recognized.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         125


Note 4    Invested Assets and Investment Income

(a) Carrying values and fair values of invested assets

 

As at December 31, 2016    FVTPL (1)      AFS (2)      Other (3)      Total carrying
value
     Total  fair
value (9)
 

Cash and short-term securities (4)

   $ 269       $ 11,705       $ 3,177       $ 15,151       $ 15,151   

Debt securities (5)

              

Canadian government and agency

     18,030         6,715                 24,745         24,745   

U.S. government and agency

     13,971         13,333                 27,304         27,304   

Other government and agency

     18,629         2,312                 20,941         20,941   

Corporate

     87,374         5,041                 92,415         92,415   

Mortgage/asset-backed securities

     2,886         331                 3,217         3,217   

Public equities

     16,531         2,965                 19,496         19,496   

Mortgages

                     44,193         44,193         45,665   

Private placements

                     29,729         29,729         31,459   

Policy loans

                     6,041         6,041         6,041   

Loans to Bank clients

                     1,745         1,745         1,746   

Real estate

              

Own use property (6)

                     1,376         1,376         2,524   

Investment property

                     12,756         12,756         12,756   

Other invested assets

              

Alternative long-duration assets (7)

     10,707         96         8,048         18,851         19,193   

Various other (8)

     164                 3,745         3,909         3,910   

Total invested assets

   $   168,561       $   42,498       $   110,810       $   321,869       $   326,563   
As at December 31, 2015      FVTPL (1)         AFS (2)         Other (3)        
 
Total carrying
value
  
  
    
 
Total fair
value (9)
  
  

Cash and short-term securities (4)

   $ 574       $ 13,548       $ 3,763       $ 17,885       $ 17,885   

Debt securities (5)

              

Canadian government and agency

     16,965         4,318                 21,283         21,283   

U.S. government and agency

     15,964         12,688                 28,652         28,652   

Other government and agency

     17,895         1,688                 19,583         19,583   

Corporate

     80,269         4,925                 85,194         85,194   

Mortgage/asset-backed securities

     2,797         318                 3,115         3,115   

Public equities

     14,689         2,294                 16,983         16,983   

Mortgages

                     43,818         43,818         45,307   

Private placements

                     27,578         27,578         29,003   

Policy loans

                     5,912         5,912         5,912   

Loans to Bank clients

                     1,778         1,778         1,782   

Real estate

              

Own use property (6)

                     1,379         1,379         2,457   

Investment property

                     13,968         13,968         13,968   

Other invested assets

              

Alternative long-duration assets (7)

     8,952         76         7,253         16,281         16,261   

Various other (8)

     163                 3,934         4,097         4,097   

Total invested assets

   $ 158,268       $ 39,855       $ 109,383       $ 307,506       $ 311,482   

 

(1)  

The FVTPL classification was elected for securities backing insurance contract liabilities in order to substantially reduce any accounting mismatch arising from changes in the value of these assets and changes in the value of the related insurance contract liabilities. There would otherwise be a mismatch if the available-for-sale (“AFS”) classification was selected because changes in insurance contract liabilities are recognized in net income rather than in OCI.

(2)  

Securities that are designated as AFS are not actively traded by the Company but sales do occur as circumstances warrant. Such sales result in a reclassification of any accumulated unrealized gain (loss) in AOCI to net income as a realized gain (loss).

(3)  

Primarily includes assets classified as loans and carried at amortized cost, own use property, investment property, equity method accounted investments, oil and gas investments, and leveraged leases. Refer to note 1(e) for further details regarding accounting policy.

(4)  

Includes short-term securities with maturities of less than one year at acquisition amounting to $3,111 (2015 – $4,796) cash equivalents with maturities of less than 90 days at acquisition amounting to $8,863 (2015 – $9,326) and cash of $3,177 (2015 – $3,763).

(5)  

Debt securities include securities which were acquired with maturities of less than one year and less than 90 days of $893 and $192, respectively (2015 – $905 and $39, respectively).

(6)  

Includes accumulated depreciation of $404 (2015 – $366).

(7)  

Includes investments in private equity of $4,619, power and infrastructure of $6,679, oil and gas of $2,093, timber and agriculture of $4,972 and various other invested assets of $487 (2015 – $3,754, $5,260, $1,740, $5,092 and $435, respectively).

(8)  

Includes $3,368 (2015 – $3,549) of leveraged leases. Refer to note 1(e) regarding accounting policy.

(9)  

The methodologies for determining fair value of the Company’s invested assets are described in note 1 and note 4(g).

 

126          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(b) Other invested assets

Other invested assets include investments in associates and joint ventures which were accounted for using the equity method of accounting as follows.

 

     2016            2015  
As at December 31,    Carrying
value
     % of total            Carrying
value
    % of total  

Leveraged leases

   $   3,369         58         $   3,549        70   

Timber and agriculture

     430         8           423        9   

Real estate

     419         7           370        7   

Other

     1,562         27           714        14   

Total

   $ 5,780         100         $ 5,056        100   

The Company’s share of profit and dividends from these investments for the year ended December 31, 2016 were $252 and $17, respectively (2015 – $23 and $14, respectively).

(c) Investment income

 

For the year ended December 31, 2016    FVTPL      AFS      Other (1)      Total      Yields (2)  

Cash and short-term securities

                 0.7%   

Interest income

   $ 7       $ 117       $       $ 124      

Gains (losses) (3)

     18         (18                   

Debt securities

                 4.7%   

Interest income

        5,051         588                 5,639      

Gains (losses) (3)

     1,658         548                 2,206      

Recovery (impairment loss), net

     (18                      (18   

Public equities

                 10.6%   

Dividend income

     534         58                 592      

Gains (losses) (3)

     1,008         201                 1,209      

Impairment loss

             (48              (48   

Mortgages

                 4.1%   

Interest income

                     1,667         1,667      

Gains (losses) (3)

                     81         81      

Provision, net

                     (7      (7   

Private placements

                 5.4%   

Interest income

                     1,494         1,494      

Gains (losses) (3)

                     17         17      

Impairment loss, net

                     (50      (50   

Policy loans

                     358         358         6.1%   

Loans to Bank clients

                 3.9%   

Interest income

                     68         68      

Real estate

                 4.9%   

Rental income, net of depreciation (4)

                     523         523      

Gains (losses) (3)

                     160         160      

Derivatives

                 n/a   

Interest income, net

     1,115                 (33      1,082      

Gains (losses) (3)

     (2,597                      (2,597   

Other invested assets

                 10.3%   

Interest income

                     103         103      

Oil and gas, timber, agriculture and other income

                     1,162         1,162      

Gains (losses) (3)

     634         1         207         842      

Impairment loss, net

                     (83      (83         

Total investment income

   $ 7,410       $ 1,447       $ 5,667       $ 14,524         4.7%   

Investment income

              

Interest income

   $   6,173       $ 703       $ 3,657       $ 10,533         3.4%   

Dividend, rental and other income

     534         58         1,685         2,277         0.7%   

Impairments and provisions for loan losses

     (18      (48      (140      (206      (0.1%

Other

     (6      707         85         786         0.2%   
       6,683         1,420         5,287         13,390      

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on macro equity hedges

              

Debt securities

     1,657         5                 1,662         0.5%   

Public equities

     963         22                 985         0.3%   

Mortgages

                     80         80         0.0%   

Private placements

                     12         12         0.0%   

Real estate

                     128         128         0.0%   

Other invested assets

     688                 160         848         0.3%   

Derivatives, including macro equity hedging program

     (2,581                      (2,581      (0.8%
       727         27         380         1,134            

Total investment income

   $ 7,410       $   1,447       $   5,667       $   14,524         4.7%   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         127


For the year ended December 31, 2015    FVTPL      AFS      Other (1)      Total      Yields (2)  

Cash and short-term securities

                 1.8%   

Interest income

   $ 10       $ 92       $       $ 102      

Gains (losses) (3)

     (13      220                 207      

Debt securities

                 1.0%   

Interest income

     4,849         529                 5,378      

Gains (losses) (3)

     (3,969      106                 (3,863   

Recovery (impairment loss), net

     (13      4                 (9   

Public equities

                 1.0%   

Dividend income

     434         59                 493      

Gains (losses) (3)

     (551      257                 (294   

Impairment loss

             (32              (32   

Mortgages

                 4.7%   

Interest income

                     1,758         1,758      

Gains (losses) (3)

                     279         279      

Private placements

                 5.6%   

Interest income

                     1,375         1,375      

Gains (losses) (3)

                     97         97      

Impairment loss, net

                     (37      (37   

Policy loans

                     388         388         6.1%   

Loans to Bank clients

                 3.9%   

Interest income

                     69         69      

Provision, net

                     (1      (1   

Real estate

                 11.5%   

Rental income, net of depreciation (4)

                     509         509      

Gains (losses) (3)

                     946         946      

Derivatives

                 n/a   

Interest income, net

     964                 (32      932      

Gains (losses) (3)

     (394              (118      (512   

Other invested assets

                 3.4%   

Interest income

                     112         112      

Oil and gas, timber, agriculture and other income

                     891         891      

Gains (losses) (3)

     111         3         55         169      

Impairment loss, net

     (3              (551      (554         

Total investment income

   $ 1,425       $ 1,238       $ 5,740       $ 8,403         2.9%   

Investment income

              

Interest income

   $ 5,823       $ 621       $ 3,670       $   10,114         3.4%   

Dividend, rental and other income

     434         59         1,400         1,893         0.6%   

Impairments and provisions for loan losses

     (16      (28      (589      (633      (0.2%

Other

     (376      549         (82      91         0.0%   
       5,865         1,201         4,399         11,465      

Realized and unrealized gains (losses) on assets supporting insurance and investment contract liabilities and on macro equity hedges

              

Debt securities

     (3,969      12                 (3,957      (1.3%

Public equities

     (538      25                 (513      (0.2%

Mortgages

                     278         278         0.1%   

Private placements

                     95         95         0.0%   

Real estate

                     980         980         0.3%   

Other invested assets

     249                 106         355         0.1%   

Derivatives, including macro equity hedging program

     (182              (118      (300      (0.1%
       (4,440      37         1,341         (3,062         

Total investment income

   $    1,425       $   1,238       $   5,740       $ 8,403         2.9%   

 

(1)  

Primarily includes assets classified as loans and carried at amortized cost, own use property, investment property, derivative and hedging instruments in cash flow hedging relationships, equity method accounted investments, oil and gas investments, and leveraged leases.

(2)  

Yields are based on income and are calculated using the geometric average of assets held at carrying value during the reporting year.

(3)  

Includes net realized gains (losses) as well as net unrealized gains (losses) for financial instruments at FVTPL, real estate investment properties, and other invested assets measured at fair value. Also includes net realized gains (losses) for financial instruments at AFS and other invested assets carried at amortized cost.

(4)  

Rental income from investment properties is net of direct operating expenses and includes net market rental income on own use properties.

 

128          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(d) Investment expenses

The following table presents total investment expenses of the Company.

 

For the years ended December 31,    2016      2015  

Related to invested assets

   $ 581       $ 572   

Related to segregated, mutual and other funds

     1,065         1,043   

Total investment expenses

   $   1,646       $   1,615   

(e) Investment properties

The following table identifies the amounts included in investment income relating to investment properties.

 

For the years ended December 31,    2016      2015  

Rental income from investment properties

   $   1,204       $    1,164   

Direct operating expenses of investment properties that generated rental income

     (764      (719

Total

   $ 440       $ 445   

(f) Mortgage securitization

The Company securitizes certain insured and uninsured fixed and variable rate residential mortgages and Home Equity Lines of Credit (“HELOC”) through creation of mortgage-backed securities under the Canadian Mortgage Bond Program (“CMB”), as well as through a HELOC securitization program.

Benefits received from the securitization include interest spread between the asset and associated liability. There are no expected credit losses on mortgages that have been securitized under the Canada Mortgage and Housing Corporation (“CMHC”) sponsored CMB and the Platinum Canadian Mortgage Trust (“PCMT”) HELOC securitization programs as they are insured by CMHC and other third-party insurance programs against borrowers’ default. Mortgages securitized in the Platinum Canadian Mortgage Trust II (“PCMT II”) program are uninsured.

Cash flows received from the underlying securitized assets/mortgages are used to settle the related secured borrowing liability. For CMB transactions receipts of principal are deposited into a trust account for settlement of the liability at time of maturity. These transferred assets and related cash flows cannot be transferred or used for other purposes. For the HELOC transactions, investors are entitled to periodic interest payments and the remaining cash receipts of principal are allocated to the Company (the “Seller”) during the revolving period of the deal and are accumulated for settlement during an accumulation period, or repaid to the investor monthly during a reduction period, based on the terms of the note.

The carrying amount of securitized assets reflecting the Company’s continuing involvement with the mortgages and the associated liabilities is as follows.

 

As at December 31, 2016    Securitized assets         
Securitization program    Securitized
mortgages
     Restricted cash and
short-term securities
     Total      Secured borrowing
liabilities (2)
 

HELOC securitization (1)

   $ 1,762       $ 8       $ 1,770       $ 1,750   

CMB securitization

     1,018                 1,018         1,032   

Total

   $ 2,780       $ 8       $ 2,788       $ 2,782   
       Securitized assets         
As at December 31, 2015    Securitized
mortgages
     Restricted cash and
short-term securities
     Total      Secured borrowing
liabilities (2)
 

HELOC securitization (1)

   $   1,500       $   8       $   1,508       $   1,500   

CMB securitization

     436                 436         436   

Total

   $ 1,936       $ 8       $ 1,944       $ 1,936   

 

(1)  

Manulife Bank, an MFC subsidiary, securitizes a portion of its HELOC receivables through Platinum Canadian Mortgage Trust (“PCMT”), and Platinum Canadian Mortgage Trust II (“PCMT II”). PCMT funds the purchase of the co-ownership interests from Manulife Bank by issuing term notes collateralized by an underlying pool of Canada Mortgage and Housing Corporation (“CMHC”) insured HELOCs to institutional investors. PCMT II funds the purchase of the co-ownership interests from Manulife Bank by issuing term notes collateralized by an underlying pool of uninsured HELOCs to institutional investors. The restricted cash balance for the HELOC securitization reflects a cash reserve fund established in relation to the transactions. The reserve will be drawn upon only in the event of insufficient cash flows from the underlying HELOCs to satisfy the secured borrowing liability.

(2)  

The secured borrowing liabilities primarily comprise of Series 2011-1 notes with a floating rate which are expected to mature on December 15, 2021, and the Series 2016-1 notes with a floating rate which are expected to mature on May 15, 2022. Manulife Bank also securitizes insured amortizing mortgages under the National Housing Act Mortgage-Backed Securities (“NHA MBS”) program sponsored by CMHC. Manulife Bank participates in the CMB program by selling NHA MBS securities to Canada Housing Trust (“CHT”), as a source of fixed rate funding.

Fair value of the securitized assets as at December 31, 2016 was $2,821 (2015 – $1,964) and the fair value of the associated liabilities was $2,776 (2015 – $1,937).

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         129


(g) Fair value measurement

The following table presents fair value of the Company’s invested assets and segregated funds net assets, measured at fair value in the Consolidated Statements of Financial Position and categorized by hierarchy.

 

As at December 31, 2016    Total fair
value
     Level 1      Level 2      Level 3  

Cash and short-term securities

           

FVTPL

   $ 269       $       $ 269       $   

AFS

     11,705                 11,705           

Other

     3,177         3,177                   

Debt securities (1)

           

FVTPL

           

Canadian government and agency

     18,030                 16,392         1,638   

U.S. government and agency

     13,971                 13,169         802   

Other government and agency

     18,629                 18,199         430   

Corporate

     87,374         2         84,174         3,198   

Residential mortgage/asset-backed securities

     10                 8         2   

Commercial mortgage/asset-backed securities

     680                 255         425   

Other securitized assets

     2,196                 2,153         43   

AFS

           

Canadian government and agency

     6,715                 6,470         245   

U.S. government and agency

     13,333                 13,323         10   

Other government and agency

     2,312                 2,260         52   

Corporate

     5,041                 4,791         250   

Residential mortgage/asset-backed securities

     65                 64         1   

Commercial mortgage/asset-backed securities

     123                 48         75   

Other securitized assets

     143                 141         2   

Public equities

           

FVTPL

     16,531         16,524         0         7   

AFS

     2,965         2,963         2           

Real estate – investment property (2)

     12,756                         12,756   

Other invested assets (3)

     14,849                         14,849   

Segregated funds net assets (4)

     315,177         278,066         32,537         4,574   

Total

   $   546,051       $   300,732       $   205,960       $   39,359   
As at December 31, 2015    Total fair
value
     Level 1      Level 2      Level 3  

Cash and short-term securities

           

FVTPL

   $ 574       $       $ 574       $   

AFS

     13,548                 13,548           

Other

     3,763         3,763                   

Debt securities (1)

           

FVTPL

           

Canadian government and agency

     16,965                 15,299         1,666   

U.S. government and agency

     15,964                 15,119         845   

Other government and agency

     17,895                 17,483         412   

Corporate

     80,269         2         76,296         3,971   

Residential mortgage/asset-backed securities

     27                 12         15   

Commercial mortgage/asset-backed securities

     718                 207         511   

Other securitized assets

     2,052                 2,004         48   

AFS

           

Canadian government and agency

     4,318                 4,165         153   

U.S. government and agency

     12,688                 12,675         13   

Other government and agency

     1,688                 1,645         43   

Corporate

     4,925                 4,607         318   

Residential mortgage/asset-backed securities

     49                 41         8   

Commercial mortgage/asset-backed securities

     123                 27         96   

Other securitized assets

     146                 141         5   

Public equities

           

FVTPL

     14,689         14,686         2         1   

AFS

     2,294         2,292         2           

Real estate – investment property (2)

     13,968                         13,968   

Other invested assets (3)

     12,977                         12,977   

Segregated funds net assets (4)

     313,249         277,779         30,814         4,656   

Total

   $ 532,889       $ 298,522       $ 194,661       $ 39,706   

 

(1)  

The debt securities included in Level 3 consist primarily of maturities greater than 30 years for which the Treasury yield curve is not observable and is extrapolated, as well as debt securities where only unobservable single quoted broker prices are provided.

(2)  

For investment property, the significant unobservable inputs are capitalization rates (ranging from 3.75% to 9.75% during the year and ranging from 3.75% to 9.50% for the year 2015) and terminal capitalization rates (ranging from 4.1% to 10.00% during the year and ranging from 4.5% to 9.75% during the year 2015). Holding

 

130          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


  other factors constant, a lower capitalization or terminal capitalization rate will tend to increase the fair value of an investment property. Changes in fair value based on variations in unobservable inputs generally cannot be extrapolated because the relationship between the directional changes of each input is not usually linear.
(3)  

Other invested assets measured at fair value are held primarily in power and infrastructure and timber sectors. The significant inputs used in the valuation of the Company’s power and infrastructure investments are primarily future distributable cash flows, terminal values and discount rates. Holding other factors constant, an increase to future distributable cash flows or terminal values would tend to increase the fair value of a power and infrastructure investment, while an increase in the discount rate would have the opposite effect. Discount rates during the year ranged from 9.63% to 16.0% (2015 – ranged from 10.05% to 16.0%). Disclosure of distributable cash flow and terminal value ranges are not meaningful given the disparity in estimates by project. The significant inputs used in the valuation of the Company’s investments in timberland are timber prices and discount rates. Holding other factors constant, an increase to timber prices would tend to increase the fair value of a timberland investment, while an increase in the discount rates would have the opposite effect. Discount rates during the year ranged from 5.0% to 7.5% (2015 – ranged from 5.0% to 7.5%). A range of prices for timber is not meaningful as the market price depends on factors such as property location and proximity to markets and export yards.

(4)  

Segregated funds net assets are measured at fair value. The Company’s Level 3 segregated funds assets are predominantly invested in timberland properties value as described above.

For invested assets not measured at fair value in the Consolidated Statements of Financial Position, the following tables disclose the summarized fair value information categorized by hierarchy, together with the related carrying values.

 

As at December 31, 2016    Carrying
value
     Total fair
value
     Level 1      Level 2      Level 3  

Mortgages (1)

   $ 44,193       $ 45,665       $       $       $ 45,665   

Private placements (2)

     29,729         31,459                 25,699         5,760   

Policy loans (3)

     6,041         6,041                 6,041           

Loans to Bank clients (4)

     1,745         1,746                 1,746           

Real estate – own use property (5)

     1,376         2,524                         2,524   

Other invested assets (6)

     7,911         8,254                         8,254   

Total invested assets disclosed at fair value

   $   90,995       $   95,689       $       –       $   33,486       $   62,203   
As at December 31, 2015     
 
Carrying
value
  
  
    
 
Total fair
value
  
  
     Level 1         Level 2         Level 3   

Mortgages (1)

   $ 43,818       $ 45,307       $       $       $ 45,307   

Private placements (2)

     27,578         29,003                 23,629         5,374   

Policy loans (3)

     5,912         5,912                 5,912           

Loans to Bank clients (4)

     1,778         1,782                 1,782           

Real estate – own use property (5)

     1,379         2,457                         2,457   

Other invested assets (6)

     7,401         7,381                         7,381   

Total invested assets disclosed at fair value

   $ 87,866       $ 91,842       $       $ 31,323       $ 60,519   

 

(1)  

Fair value of commercial mortgages is derived through an internal valuation methodology using both observable and unobservable inputs. Unobservable inputs include credit assumptions and liquidity spread adjustments. Fair value of fixed-rate residential mortgages is determined using the discounted cash flow method. Inputs used for valuation are primarily comprised of prevailing interest rates and prepayment rates, if applicable. Fair value of variable-rate residential mortgages is assumed to be their carrying value.

(2)  

Fair value of private placements is derived through an internal valuation methodology using both observable and unobservable inputs. Unobservable inputs include credit assumptions and liquidity spread adjustments. Private placements are classified within Level 2 unless the liquidity adjustment constitutes a significant price impact, in which case the securities are classified as Level 3.

(3)  

Fair value of policy loans is equal to their unpaid principal balances.

(4)  

Fair value of fixed-rate loans to Bank clients is determined using the discounted cash flow method. Inputs used for valuation are primarily comprised of current interest rates. Fair value of variable-rate loans is assumed to be their carrying value.

(5)  

Fair value of own use real estate and the level of the fair value hierarchy are calculated in accordance with the methodologies described for real estate – investment property in note 1.

(6)  

Other invested assets disclosed at fair value primarily include leveraged leases, oil and gas properties and equity method accounted other invested assets. Fair value of leveraged leases is shown at their carrying values as fair value is not routinely calculated on these investments. Fair value for oil and gas properties is determined using external appraisals based on discounted cash flow methodology. Inputs used in valuation are primarily comprised of forecasted price curves, planned production, as well as capital expenditures, and operating costs. Fair value of equity method accounted other invested assets is determined using a variety of valuation techniques including discounted cash flows and market comparable approaches. Inputs vary based on the specific investment.

Transfers between Level 1 and Level 2

The Company’s policy is to record transfers of assets and liabilities between Level 1 and Level 2 at their fair values as at the end of each reporting period, consistent with the date of the determination of fair value. Assets are transferred out of Level 1 when they are no longer transacted with sufficient frequency and volume in an active market. During the year ended December 31, 2016, the Company transferred nil (2015 – nil) of assets measured at fair value from Level 1 to Level 2. Conversely, assets are transferred from Level 2 to Level 1 when transaction volume and frequency are indicative of an active market. The Company transferred nil (2015 – nil) of assets from Level 2 to Level 1 during the year ended December 31, 2016.

For segregated funds net assets, the Company had $8 transfers from Level 1 to Level 2 for the year ended December 31, 2016 (2015 – nil). The Company had nil transfers from Level 2 to Level 1 for the year ended December 31, 2016 (2015 – $43).

Invested assets and segregated funds net assets measured at fair value on the Consolidated Statements of Financial Position using significant unobservable inputs (Level 3)

The Company classifies the fair values of invested assets and segregated funds net assets as Level 3 if there are no observable markets for these assets or, in the absence of active markets, the majority of the inputs used to determine fair value are based on the

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         131


Company’s own assumptions about market participant assumptions. The Company prioritizes the use of market-based inputs over entity-based assumptions in determining Level 3 fair values and, therefore, the gains and losses in the tables below include changes in fair value due to both observable and unobservable factors.

The following tables present a roll forward of all invested assets and segregated funds net assets measured at fair value using significant unobservable inputs (Level 3) for the years ended December 31, 2016 and 2015.

 

For the year

ended December 31, 2016

  Balance as
at
January 1,
2016
    Net
realized /
unrealized
gains
(losses)
included
in net
income (1)
    Net
realized /
unrealized
gains
(losses)
included
in AOCI (2)
    Purchases (3)     Sales (4)     Settlements    

Transfer

into

Level 3 (5)

   

Transfer

out of

Level 3 (5)

    Currency
movement
    Balance as at
December 31,
2016
    Change in
unrealized
gains
(losses) on
assets still
held
 

Debt securities

                     

FVTPL

                     

Canadian government & agency

  $ 1,666      $ (16   $      $ 233      $ (49   $      $      $ (196   $      $ 1,638      $ (62

U.S. government & agency

    845        9               39                             (70     (21     802        10   

Other government & agency

    412        (2            122        (41     (30            (1     (30     430        (4

Corporate

    3,971        (74            634        (158     (165     58        (1,015     (53     3,198        (44

Residential mortgage/asset-backed securities

    15        (1                   (11     (1                          2        1   

Commercial mortgage/asset-backed securities

    511        (4            132        (56     (4            (146     (8     425        (4

Other securitized assets

    48        (1            10        (1     (9            (4            43        (1
      7,468        (89            1,170        (316     (209     58        (1,432     (112     6,538        (104

AFS

                     

Canadian government & agency

    153        36        (47     199        (96                                 245          

U.S. government & agency

    13                                                  (3            10          

Other government & agency

    43                      18        (6                          (3     52          

Corporate

    318        (2     (5     29        (32     (3            (50     (5     250          

Residential mortgage/asset-backed securities

    8        (1     1               (6                          (1     1          

Commercial mortgage/asset-backed securities

    96                      19               (1            (37     (2     75          

Other securitized assets

    5               2                      (1            (4            2          
      636        33        (49     265        (140     (5            (94     (11     635          

Public equities

                     

FVTPL

    1                      6                                           7          

AFS

                                                                            
      1                      6                                           7          

Real estate – investment property

    13,968        163               681        (1,782                          (274     12,756        197   

Other invested assets

    12,977        786        9        2,171        (76     (685                   (333     14,849        847   
      26,945        949        9        2,852        (1,858     (685                   (607     27,605        1,044   

Segregated funds net assets

    4,656        92               356        (312     (19     (12     (105     (82     4,574        93   

Total

  $   39,706      $   985      $   (40   $   4,649      $   (2,626   $   (918   $   46      $   (1,631   $   (812   $   39,359      $   1,033   

 

132          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


For the year ended December 31, 2015   Balance
as at
January 1,
2015
    Net
realized /
unrealized
gains
(losses)
included
in net
income (1)
    Net
realized /
unrealized
gains
(losses)
included
in AOCI (2)
    Purchases (3)     Sales (4)     Settlements    

Transfer

into

Level 3 (5)

   

Transfer

out of

Level 3 (5)

    Currency
movement
    Balance as at
December 31,
2015
    Change in
unrealized
gains
(losses) on
assets still
held
 

Debt securities

                     

FVTPL

                     

Canadian government & agency

  $ 1,006      $ (267   $      $ 2,753      $ (839   $      $      $ (987   $      $ 1,666      $ (317

U.S. government & agency

    808        (52                   (15                   (35     139        845        (52

Other government & agency

    437        5               54        (83     (7            (6     12        412        4   

Corporate

    3,150        (313            1,574        (96     (91     53        (588     282        3,971        (279

Residential mortgage/asset-backed securities

    133        1                      (122     (22     1               24        15        9   

Commercial mortgage/asset-backed securities

    577        (18            141        (157     (85            (43     96        511        (26

Other securitized assets

    61                             (13     (18     6               12        48          
      6,172        (644            4,522        (1,325     (223     60        (1,659     565        7,468        (661

AFS

                     

Canadian government & agency

    884        62        76        466        (728                   (607            153          

U.S. government & agency

    12               (1                                        2        13          

Other government & agency

    54               (1     10        (17     (1            (1     (1     43          

Corporate

    234        (1     62        28        (11     (15     16        (5     10        318          

Residential mortgage/asset-backed securities

    28        2        (1            (20     (7                   6        8          

Commercial mortgage/asset-backed securities

    83        1        14        19        (21     (12            (3     15        96          

Other securitized assets

    13                             (5     (11     5               3        5          
      1,308        64        149        523        (802     (46     21        (616     35        636          

Public equities

                     

FVTPL

    2        (1                                                      1        (1

AFS

                         2        (2                                          
      2        (1            2        (2                                 1        (1

Real estate – investment property

    9,270          1,000               2,645        (106                          1,159        13,968        988   

Other invested assets

    10,231        177        (1     2,067        (537     (625                   1,665        12,977        (57
      19,501        1,177        (1     4,712        (643     (625                   2,824        26,945        931   

Segregated funds net assets

    2,591        265               2,134        (821     8        5               474        4,656        248   

Total

  $   29,574      $ 861      $   148      $   11,893      $   (3,593   $   (886   $   86      $   (2,275   $   3,898      $   39,706      $   517   

 

(1)  

These amounts, except for the amount related to segregated funds net assets, are included in net investment income on the Consolidated Statements of Income.

(2)  

These amounts are included in AOCI on the Consolidated Statements of Financial Position.

(3)  

Purchases in 2015 include assets acquired from Standard Life.

(4)  

Sales in 2016 include $1,011 of U.S. commercial real estate sold to the Manulife U.S. REIT in Singapore, an associate of the Company which is a structured entity based on unitholder voting rights. The Company provides management services to the REIT and owns approximately 9.5% of its equity.

(5)  

For assets that are transferred into and/or out of Level 3, the Company uses the fair value of the assets at the beginning of the year.

Transfers into Level 3 primarily result from securities that were impaired during the year or securities where a lack of observable market data (versus the previous period) resulted in reclassifying assets into Level 3. Transfers from Level 3 primarily result from observable market data now being available for the entire term structure of the debt security.

Note 5    Derivative and Hedging Instruments

Derivatives are financial contracts, the value of which is derived from underlying interest rates, foreign exchange rates, other financial instruments, commodity prices or indices. The Company uses derivatives including swaps, forward and futures agreements, and options to 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 (“OTC”) 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 the exchange of principal amounts between parties as well as the exchange of interest payments in one currency for the receipt of 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, including any returns such as interest earned on these assets, in return for amounts 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 commodity on a predetermined future date at a specified price. Forward contracts are OTC contracts negotiated between counterparties, whereas futures agreements are contracts with standard 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.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         133


See variable annuity dynamic hedging strategy in the “Risk Management” section of the Company’s 2016 MD&A for an explanation of the Company’s dynamic hedging strategy for its variable annuity product guarantees.

(a) Fair value of derivatives

The pricing models used to value OTC derivatives are based on market standard valuation methodologies and the inputs to these models are consistent with what a market participant would use when pricing the instruments. Derivative valuations can be affected by changes in interest rates, currency exchange rates, financial indices, credit spreads, default risk (including the counterparties to the contract), and market volatility. The significant inputs to the pricing models for most OTC derivatives are inputs that are observable or can be corroborated by observable market data and are classified as Level 2. Inputs that are observable generally include interest rates, foreign currency exchange rates and interest rate curves. However, certain OTC derivatives may rely on inputs that are significant to the fair value that are not observable in the market or cannot be derived principally from, or corroborated by, observable market data and these derivatives are classified as Level 3. Inputs that are unobservable generally include broker quotes, volatilities and inputs that are outside of the observable portion of the interest rate curve or other relevant market measures. These unobservable inputs may involve significant management judgment or estimation. Even though unobservable, these inputs are based on assumptions deemed appropriate given the circumstances and consistent with what market participants would use when pricing such instruments. The Company’s use of unobservable inputs is limited and the impact on derivative fair values does not represent a material amount as evidenced by the limited amount of Level 3 derivatives. The credit risk of both the counterparty and the Company are considered in determining the fair value for all OTC derivatives after taking into account the effects of netting agreements and collateral arrangements.

The gross notional amount and the fair value of derivative contracts by the underlying risk exposure for derivatives in qualifying hedging and derivatives not designated in qualifying hedging relationships are summarized in the following table.

 

As at December 31,    2016             2015  
         Notional
amount
     Fair value             Notional
amount
     Fair value  
Type of hedge   Instrument type       Assets      Liabilities                Assets      Liabilities  

Qualifying hedge accounting relationships

                                                        

Fair value hedges

 

Interest rate swaps

   $ 2,158       $       $ 477          $ 2,077       $ 1       $ 553   
 

Foreign currency swaps

     91         1         3            95         1         3   

Cash flow hedges

 

Foreign currency swaps

     1,285                 447            826                 476   
 

Forward contracts

     255                 23            351                 43   
   

Equity contracts

     126         21         1            98                 3   

Total derivatives in qualifying hedge accounting relationships

     3,915         22         951            3,447         2         1,078   

Derivatives not designated in qualifying

hedge accounting relationships

                    
 

Interest rate swaps

     281,188         21,900         10,878            315,230         22,771         11,935   
 

Interest rate futures

     11,616                            9,455                   
 

Interest rate options

     9,390         376                    5,887         200           
 

Foreign currency swaps

     12,226         347         1,645            9,382         331         1,758   
 

Currency rate futures

     4,729                            5,746                   
 

Forward contracts

     15,411         340         644            13,393         520         241   
 

Equity contracts

     14,989         669         33            11,251         438         38   
 

Credit default swaps

     662         18                    748         10           
   

Equity futures

     16,072                            19,553                   

Total derivatives not designated in qualifying hedge
accounting relationships

     366,283         23,650         13,200            390,645         24,270         13,972   

Total derivatives

   $   370,198       $   23,672       $   14,151          $   394,092       $   24,272       $   15,050   

Fair value of derivative instruments is summarized by term to maturity in the following tables. Fair values shown do not incorporate the impact of master netting agreements. Refer to note 10.

 

     Term to maturity         
As at December 31, 2016   

Less than

1 year

    

1 to 3

years

    

3 to 5

years

    

Over 5

years

     Total  

Derivative assets

   $ 467       $ 680       $ 719       $ 21,806       $ 23,672   

Derivative liabilities

     593         595         511         12,452         14,151   
     Term to maturity   
As at December 31, 2015     

 

Less than

1 year

  

  

    

 

1 to 3

years

  

  

    

 

3 to 5

years

  

  

    

 

Over 5

years

  

  

     Total   

Derivative assets

   $   362       $   689       $   593       $   22,628       $   24,272   

Derivative liabilities

     298         676         632         13,444         15,050   

 

134          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


     Remaining term to maturity (notional amounts)            Fair value                     
As at December 31, 2016   

Under 1

year

    

1 to 5

years

    

Over

5 years

     Total              Positive      Negative      Net             

Credit risk

equivalent (1)

           

Risk-
weighted

amount (2)

 

Interest rate contracts

                               

OTC swap contracts

   $ 13,244       $ 37,395       $ 164,252       $ 214,891         $ 19,327       $ (10,154    $ 9,173         $ 10,205        $ 1,493   

Cleared swap contracts

     717         4,786         62,952         68,455           3,507         (2,117      1,390                      

Forward contracts

     7,229         6,143         873         14,245           326         (629      (303        192          29   

Futures

     11,616                         11,616                                                

Options purchased

     483         2,927         5,980         9,390                 376                 376                 458                70   

Subtotal

     33,289         51,251         234,057         318,597           23,536         (12,900      10,636           10,855          1,592   

Foreign exchange

                               

Swap contracts

     425         3,917         9,259         13,601           346         (2,120      (1,774        1,491          181   

Forward contracts

     1,257         165                 1,422           13         (38      (25        62          9   

Futures

     4,729                         4,729                                                

Credit derivatives

     47         615                 662           18                 18                      

Equity contracts

                               

Swap contracts

     3,107         192                 3,299           64         (35      29           495          54   

Futures

     16,072                         16,072                                                

Options purchased

     6,007         5,809                 11,816                 626         (2      624                 2,735                358   

Subtotal including accrued interest

     64,933         61,949         243,316         370,198           24,603         (15,095      9,508           15,638          2,194   

Less accrued interest

                                             931         (944      (13                               

Total

   $ 64,933       $ 61,949       $ 243,316       $ 370,198               $ 23,672       $ (14,151    $ 9,521               $ 15,638              $ 2,194   
     Remaining term to maturity (notional amounts)            Fair value                     
As at December 31, 2015   

Under 1

year

    

1 to 5

years

    

Over

5 years

     Total              Positive      Negative      Net             

Credit risk

equivalent (1)

           

Risk-
weighted

amount (2)

 

Interest rate contracts

                               

OTC swap contracts

   $ 14,646       $ 33,625       $ 172,579       $ 220,850         $ 20,006       $ (10,684    $ 9,322         $ 10,680        $ 1,555   

Cleared swap contracts

     7,160         22,043         67,255         96,458           3,828         (2,739      1,089                      

Interest rate forwards

     3,145         6,851         1,695         11,691           503         (212      291           252          38   

Futures

     9,455                         9,455                                                

Options purchased

                     5,886         5,886                 199                 199                 373                56   

Subtotal

     34,406         62,519         247,415         344,340           24,536         (13,635      10,901           11,305          1,649   

Foreign exchange

                               

Swap contracts

     711         2,740         6,851         10,302           333         (2,255      (1,922        1,298          162   

Forward contracts

     1,739         315                 2,054           17         (73      (56        112          15   

Futures

     5,746                         5,746                                                

Credit derivatives

     298         450                 748           10                 10                      

Equity contracts

                               

Swap contracts

     2,280         124                 2,404           14         (22      (8        404          44   

Futures

     19,553                         19,553                                                

Options purchased

     4,205         4,740                 8,945                 422         (18      404                 2,184                285   

Subtotal including accrued interest

     68,938         70,888         254,266         394,092           25,332         (16,003      9,329           15,303          2,155   

Less accrued interest

                                             1,060         (953      107                                  

Total

   $   68,938       $   70,888       $   254,266       $   394,092               $   24,272       $   (15,050    $   9,222               $   15,303              $   2,155   

 

(1)  

Credit risk equivalent is the sum of replacement cost and the potential future credit exposure. Replacement cost represents the current cost of replacing all contracts with a positive fair value. The amounts take into consideration legal contracts that permit offsetting of positions. The potential future credit exposure is calculated based on a formula prescribed by OSFI.

(2)  

Risk-weighted amount represents the credit risk equivalent, weighted according to the creditworthiness of the counterparty, as prescribed by OSFI.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         135


The total notional value of $370 billion (2015 – $394 billion) includes $177 billion (2015 – $225 billion) related to derivatives utilized in the Company’s variable annuity guarantee dynamic hedging and macro equity risk hedging programs. As a result of the Company’s variable annuity hedging practices, a large number of trades are in offsetting positions, resulting in materially lower net fair value exposure to the Company than what the gross notional amount would suggest.

The following table presents the fair value of derivative contracts categorized by hierarchy.

 

As at December 31, 2016    Total fair
value
     Level 1      Level 2      Level 3  

Derivative assets

           

Interest rate contracts

   $ 22,602       $       $ 22,045       $ 557   

Foreign exchange contracts

     362                 361         1   

Equity contracts

     690                 182         508   

Credit default swaps

     18                 18           

Total derivative assets

   $ 23,672       $       $ 22,606       $ 1,066   

Derivative liabilities

           

Interest rate contracts

   $ 11,984       $       $ 11,114       $ 870   

Foreign exchange contracts

     2,133                 2,133           

Equity contracts

     34                 1         33   

Total derivative liabilities

   $ 14,151       $       $ 13,248       $ 903   
As at December 31, 2015    Total fair
value
     Level 1      Level 2      Level 3  

Derivative assets

           

Interest rate contracts

   $ 23,475       $       $ 22,767       $ 708   

Foreign exchange contracts

     349                 339         10   

Equity contracts

     438                 79         359   

Credit default swaps

     10                 10           

Total derivative assets

   $ 24,272       $       $ 23,195       $   1,077   

Derivative liabilities

           

Interest rate contracts

   $ 12,700       $       $ 11,997       $ 703   

Foreign exchange contracts

     2,309                 2,309           

Equity contracts

     41                 17         24   

Total derivative liabilities

   $   15,050       $             –       $   14,323       $ 727   

The following table presents a roll forward for net derivative contracts measured at fair value using significant unobservable inputs (Level 3).

 

For the years ended December 31,    2016      2015  

Balance at the beginning of the year

   $    350       $   1,105   

Net realized / unrealized gains (losses) included in:

     

Net income (1)

     47         (477

OCI (2)

     40         (20

Purchases

     373         47   

Sales

     (522      (301

Transfers

     

Into Level 3 (3)

               

Out of Level 3 (3)

     (116      (100

Currency movement

     (9      96   

Balance at the end of the year

   $ 163       $ 350   

Change in unrealized gains (losses) on instruments still held

   $ 145       $ (386

 

(1)  

These amounts are included in investment income on the Consolidated Statements of Income.

(2)  

These amounts are included in AOCI on the Consolidated Statements of Financial Position.

(3)  

For items that are transferred into and out of Level 3, the Company uses the fair value of the items at the end and beginning of the period, respectively. Transfers into Level 3 occur when the inputs used to price the assets and liabilities lack observable market data (versus the previous year). Transfers out of Level 3 occur when the inputs used to price the assets and liabilities become available from observable market data.

 

136          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(b) Hedging relationships

The Company uses derivatives for economic hedging purposes. In certain circumstances, these hedges also meet the requirements for hedge accounting. Risk management strategies eligible for hedge accounting are designated as fair value hedges, cash flow hedges or net investment hedges, as described below.

Fair value hedges

The Company uses interest rate swaps to manage its exposure to changes in the fair value of fixed rate financial instruments caused by changes in interest rates. The Company also uses cross currency swaps to manage its exposure to foreign exchange rate fluctuations, interest rate fluctuations, or both.

The Company recognizes gains and losses on derivatives and the related hedged items in fair value hedges in investment income. These investment gains (losses) are shown in the following table.

Derivatives in qualifying fair value hedging relationships

 

For the year ended December 31, 2016  

Hedged items in qualifying

fair value hedging

relationships

   Gains (losses)
recognized on
derivatives
     Gains (losses)
recognized for
hedged items
     Ineffectiveness
recognized in
investment
income
 

Interest rate swaps

 

Fixed rate assets

   $ (52    $ 30       $   (22
 

Fixed rate liabilities

     (1      1           

Foreign currency swaps

 

Fixed rate assets

             2         2   

Total

       $ (53    $ 33       $ (20
For the year ended December 31, 2015          Gains (losses)
recognized on
derivatives
     Gains (losses)
recognized for
hedged items
     Ineffectiveness
recognized in
investment
income
 

Interest rate swaps

 

Fixed rate assets

   $   (147    $   105       $ (42
 

Fixed rate liabilities

     (2      2           

Foreign currency swaps

 

Fixed rate assets

     14         (13      1   

Total

       $ (135    $ 94       $ (41

Cash flow hedges

The Company uses interest rate swaps to hedge the variability in cash flows from variable rate financial instruments and forecasted transactions. The Company also uses cross currency swaps and foreign currency forward contracts to hedge the variability from foreign currency financial instruments and foreign currency expenses. Total return swaps are used to hedge the variability in cash flows associated with certain stock-based compensation awards. Inflation swaps are used to reduce inflation risk generated from inflation-indexed liabilities.

The effects of derivatives in cash flow hedging relationships on the Consolidated Statements of Income and the Consolidated Statements of Comprehensive Income are shown in the following table.

Derivatives in qualifying cash flow hedging relationships

 

For the year ended December 31, 2016   Hedged items in qualifying
cash flow hedging
relationships
   Gains (losses)
deferred in
AOCI on
derivatives
     Gains (losses)
reclassified
from AOCI into
investment
income
     Ineffectiveness
recognized in
investment
income
 

Interest rate swaps

 

Forecasted liabilities

   $       $ (18    $   

Foreign currency swaps

 

Fixed rate assets

     (4                
 

Floating rate liabilities

     47         23           
 

Fixed rate liabilities

     (15      (8        

Forward contracts

 

Forecasted expenses

     7         (14        

Equity contracts

 

Stock-based compensation

     39         (1        

Non-derivative financial instrument

 

Forecasted expenses

             3           

Total

       $       74       $ (15    $   
For the year ended December 31, 2015          Gains (losses)
deferred in
AOCI on
derivatives
     Gains (losses)
reclassified
from AOCI into
investment
income
     Ineffectiveness
recognized in
investment
income
 

Interest rate swaps

 

Forecasted liabilities

   $ (9    $ (15    $   

Foreign currency swaps

 

Fixed rate assets

     2         (1        
 

Floating rate liabilities

     (195      (126        

Forward contracts

 

Forecasted expenses

     (44      (4        

Equity contracts

 

Stock-based compensation

     (7            14           

Non-derivative financial instrument

 

Forecasted expenses

     3                   

Total

       $ (250    $ (132    $         –   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         137


The Company anticipates that net losses of approximately $31 will be reclassified from AOCI to net income within the next 12 months. The maximum time frame for which variable cash flows are hedged is 20 years.

Hedges of net investments in foreign operations

The Company primarily uses forward currency contracts, cross currency swaps and non-functional currency denominated debt to manage its foreign currency exposures to net investments in foreign operations.

The effects of derivatives in net investment hedging relationships on the Consolidated Statements of Income and the Consolidated Statements of Other Comprehensive Income are shown in the following table.

Hedging instruments in net investment hedging relationships

 

For the year ended December 31, 2016    Gains (losses)
deferred in AOCI
on derivatives
     Gains (losses)
reclassified from
AOCI into
investment income
     Ineffectiveness
recognized in
investment
income
 

Non-functional currency denominated debt

   $ (25    $       $   

Total

   $ (25    $       $   
For the year ended December 31, 2015    Gains (losses)
deferred in AOCI
on derivatives
     Gains (losses)
reclassified from
AOCI into
investment income
     Ineffectiveness
recognized in
investment
income
 

Non-functional currency denominated debt

   $   (158    $       $   

Total

   $   (158    $         –       $         –   

(c) Derivatives not designated in qualifying hedge accounting relationships

Derivatives used in portfolios supporting insurance contract liabilities are generally not designated in qualifying hedge accounting relationships because the change in the value of the insurance contract liabilities economically hedged by these derivatives is also recorded through net income. Given the changes in fair value of these derivatives and related hedged risks are recognized in investment income as they occur, they generally offset the change in hedged risk to the extent the hedges are economically effective. Interest rate and cross currency swaps are used in the portfolios supporting insurance contract liabilities to manage duration and currency risks.

The effects of derivatives not designated in qualifying hedge accounting relationships on the Consolidated Statements of Income are shown in the following table.

Derivatives not designated in qualifying hedge accounting relationships

 

For the years ended December 31,    2016      2015  

Investment income (loss)

     

Interest rate swaps

   $ (141    $    978   

Interest rate futures

     (26      (83

Interest rate options

     (11      23   

Foreign currency swaps

     (14      (590

Currency rate futures

             263         (97

Forward contracts

     (88      (371

Equity futures

     (2,387      (36

Equity contracts

     (171      (194

Credit default swaps

     1         (5

Total

   $ (2,574    $ (375

(d) Embedded derivatives

Certain insurance contracts contain features that are classified as embedded derivatives and are measured separately at FVTPL including reinsurance contracts related to guaranteed minimum income benefits and contracts containing certain credit and interest rate features.

Certain reinsurance contracts related to guaranteed minimum income benefits are considered to contain embedded derivatives requiring separate measurement at FVTPL as the financial component contained in the reinsurance contracts does not contain significant insurance risk. As at December 31, 2016, reinsurance ceded guaranteed minimum income benefits had a fair value of $1,408 (2015 – $1,574) and reinsurance assumed guaranteed minimum income benefits had a fair value of $119 (2015 – $127). Claims recovered under reinsurance ceded contracts offset the claims expenses and claims paid on the reinsurance assumed are reported as contract benefits.

 

138          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


The Company’s credit and interest rate embedded derivatives promise to pay the returns on a portfolio of assets to the contract holder. These embedded derivatives contain a credit and interest rate risk that is a financial risk embedded in the underlying insurance contract. As at December 31, 2016, these embedded derivatives had a fair value of $218 (2015 – $170).

Other financial instruments classified as embedded derivatives but exempt from separate measurement at fair value include variable universal life and variable life products, minimum guaranteed credited rates, no lapse guarantees, guaranteed annuitization options, CPI indexing of benefits, and segregated fund minimum guarantees other than reinsurance ceded/assumed guaranteed minimum income benefits. These embedded derivatives are measured and reported within insurance contract liabilities and are exempt from separate fair value measurement as they contain insurance risk and/or are closely related to the insurance host contract.

Note 6    Income Taxes

(a) Components of the income tax expense (recovery)

Income tax recognized in the Consolidated Statements of Income:

 

For the years ended December 31,    2016      2015  

Current tax

     

Current year

   $ 659       $ 615   

Adjustments to prior year (1)

     (228      56   
     431         671   

Deferred tax

     

Change related to temporary differences

     (222      (293

Effects of changes in tax rates

     (13      (50

Income tax expense

   $     196       $    328   
(1)  

Adjustments relating to closure of multiple taxation years.

Income tax recognized in Other Comprehensive Income (“OCI”):

 

For the years ended December 31,    2016      2015  

Current income tax recovery

   $ (72    $ (139

Deferred income tax recovery

     (25      (104

Income tax recovery

   $   (97    $   (243

Income tax recognized directly in Equity:

 

For the years ended December 31,    2016      2015  

Current income tax expense (recovery)

   $ (2    $    50   

Deferred income tax recovery

     (2      (48

Income tax expense (recovery)

   $   (4    $ 2   

The effective income tax rate reflected in the Consolidated Statements of Income varies from the Canadian tax rate of 26.75 per cent for the year ended December 31, 2016 (2015 – 26.75 per cent) and the reasons are shown below.

Reconciliation of income tax expense

 

For the years ended December 31,    2016      2015  

Income before income taxes

   $    3,329       $   2,618   

Income tax expense at Canadian statutory tax rate

   $ 890       $ 700   

Increase (decrease) in income taxes due to:

     

Tax-exempt investment income

     (229      (231

Differences in tax rate on income not subject to tax in Canada

     (366      (104

General business tax credits

     (4      (21

Recovery of unrecognized tax losses of prior years

     (10      (38

Adjustments to taxes related to prior years

     (151      (32

Tax losses and temporary differences not recognized as deferred taxes

     22           

Other differences

     44         54   

Income tax expense

   $ 196       $ 328   

(b) Current tax receivable and payable

As at December 31, 2016, the Company has approximately $446 of current tax receivable included in other assets (2015 – $198) and a current tax payable of $387 included in other liabilities (2015 – $527).

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         139


(c) Deferred tax assets and liabilities

The following table presents deferred tax assets and liabilities of the Company.

 

As at December, 31    2016      2015  

Deferred tax assets

   $ 4,439       $ 4,067   

Deferred tax liabilities

     (1,359      (1,235

Net deferred tax assets

   $    3,080       $    2,832   

The following table presents significant components of the Company’s deferred tax assets and liabilities.

 

As at December 31, 2016    Balance
January 1,
2016
    Acquired in
Business
combinations
    Recognized
in Income
Statement
    Recognized in
Other
Comprehensive
Income
    Recognized
in equity
    Translation
and other
    Balance at
December 31,
2016
 

Loss carry forwards

   $ 1,493      $      $ (515   $      $      $ (36   $ 942   

Actuarial liabilities

     9,448               244        (5       (116     (205     9,366   

Pensions and post-employment benefits

     329               100        (79            2        352   

Tax credits

     750               147                      (22     875   

Accrued interest

     121               (100                   (4     17   

Real estate

     (1,812            373                      43        (1,396

Securities and other investments

     (6,160            (258     113        112        172        (6,021

Sale of investments

     (200            37                             (163

Goodwill and intangible assets

     (1,138            58                      21        (1,059

Other

     1               149        (4     6        15        167   

Total

   $ 2,832      $      $ 235      $ 25      $ 2      $ (14   $ 3,080   
As at December 31, 2015    Balance
January 1,
2015
    Acquired in
Business
combinations
    Recognized
in Income
Statement
    Recognized
in Other
Comprehensive
Income
    Recognized
in equity
    Translation
and other
    Balance at
December 31,
2015
 

Loss carry forwards

   $ 1,662      $      $ (472   $      $ 2      $ 301      $ 1,493   

Actuarial liabilities

     5,935           315          2,374               37        787        9,448   

Pensions and post-employment benefits

     277        58        (6     4               (4     329   

Tax credits

     535               105                      110        750   

Accrued interest

     105               (3                   19        121   

Real estate

     (1,162     (97     (363     (1            (189     (1,812

Securities and other investments

     (4,519     (62     (818     74        10        (845     (6,160

Sale of investments

     (214     (19     34                      (1     (200

Goodwill and intangible assets

     (773     (263     16                      (118     (1,138

Other

     255        20        (524     27        (1     224        1   

Total

   $    2,101      $ (48   $ 343      $   104      $ 48      $    284      $    2,832   

The total deferred tax assets as at December 31, 2016 of $4,439 (2015 – $4,067) include $4,403 (2015 – $4,025) where the Company has suffered losses in either the current or preceding year and where the recognition is dependent on future taxable profits in the relevant jurisdictions and feasible management actions.

As at December 31, 2016, tax loss carryforwards available were approximately $3,556 (2015 – $4,963) of which $3,386 expire between the years 2017 and 2036 while $170 have no expiry date, and capital loss carryforwards available were approximately $69 (2015 – $8) and have no expiry date. A $942 (2015 – $1,493) tax benefit related to these tax loss carryforwards has been recognized as a deferred tax asset as at December 31, 2016, and a benefit of $139 (2015 – $66) has not been recognized. In addition, the Company has approximately $1,039 (2015 – $818) of tax credit carryforwards which will expire between the years 2017 and 2036 of which a benefit of $164 (2015 – $68) has not been recognized.

The total deferred tax liability as at December 31, 2016 was $1,359 (2015 – $1,235). This amount includes the deferred tax liability of consolidated entities. The aggregate amount of taxable temporary differences associated with the Company’s own investments in subsidiaries is not included in the Consolidated Financial Statements and was $6,958 (2015 – $5,902).

 

140          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Note 7    Goodwill and Intangible Assets

(a) Carrying amounts of goodwill and intangible assets

 

As at December 31, 2016    Balance,
January 1
    

Additions (3) /

Disposals (4)

     Amortization
expense
     Effect of changes
in foreign
exchange rates
    Balance,
December 31
 

Goodwill

   $ 5,685       $ 256       $ n/a       $ (57   $ 5,884   

Indefinite life intangible assets

             

Brand

     831                 n/a         (26     805   

Fund management contracts and other (1)

     723         76         n/a         (14     785   
       1,554         76         n/a         (40     1,590   

Finite life intangible assets (2)

             

Distribution networks

     726         450         200         117        1,093   

Customer relationships

     947         79         53         (4     969   

Software

     396         229         126         (5     494   

Other

     76         6         5                77   
       2,145         764         384            108        2,633   

Total intangible assets

     3,699         840         384         68        4,223   

Total goodwill and intangible assets

   $   9,384       $ 1,096       $   384       $ 11      $   10,107   
As at December 31, 2015    Balance,
January 1
    

Additions /

Disposals

     Amortization
expense
     Effect of changes
in foreign
exchange rates
    Balance,
December 31
 

Goodwill

   $ 3,181       $ 2,172       $ n/a       $ 332      $ 5,685   

Indefinite life intangible assets

             

Brand

     696                 n/a         135        831   

Fund management contracts and other (1)

     533         123         n/a         67        723   
       1,229         123         n/a         202        1,554   

Finite life intangible assets (2)

             

Distribution networks

     675         10         43         84        726   

Customer relationships

     36         945         50         16        947   

Software

     314         227         161         16        396   

Other

     26         50         3         3        76   
       1,051         1,232         257         119        2,145   

Total intangible assets

     2,280         1,355         257         321        3,699   

Total goodwill and intangible assets

   $ 5,461       $ 3,527       $ 257       $ 653      $ 9,384   

 

(1)  

For the fund management contracts, the significant CGUs to which these were allocated and their carrying values were John Hancock Investments and Retirement Plan Services with $393 (2015 – $405) and Canadian Wealth (excluding Manulife Bank of Canada) with $273 (2015 – $273).

(2)  

Gross carrying amount of finite life intangible assets was $1,363 for distribution networks, $1,142 for customer relationships, $1,581 for software and $133 for other (2015 – $999, $1,067, $1,563 and $127, respectively).

(3)  

Acquisitions of Standard Chartered’s MPF business in Hong Kong and Transamerica’s broker-dealer business in the USA led to additions of goodwill of $194 and $59 and intangible assets of $193 and $26, respectively. Commencement of sales through the DBS relationship led to recognition of $536 of distribution networks.

(4)  

Includes impairments of distribution networks for discontinued products of $150 in the U.S. Division.

(b) Impairment testing of goodwill

In the fourth quarter of 2016, the Company completed its annual goodwill impairment testing by determining the recoverable amounts of its businesses using valuation techniques discussed below or based on the most recent detailed similar calculations made in a prior period (refer to note 1(f) and 7(c)).

The Company has determined that there is no impairment of goodwill in 2016 and 2015.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         141


The Company allocates goodwill to cash-generating units (“CGU”) or groups of CGUs. Factors considered when identifying the Company’s CGUs include how the Company is organized to interact with customers, how products are presented and sold, and where interdependencies exist. The carrying value of goodwill for all CGUs with goodwill balances is shown in the table below.

 

As at December 31, 2016

CGU or Group of CGUs

   Balance,
January 1
     Additions/
disposals
     Effect of
changes in
foreign
exchange
rates
     Balance,
December 31
 

Asia (excluding Hong Kong and Japan)

   $ 166       $       $ (6    $ 160   

Hong Kong

             194                 194   

Japan Insurance and Wealth

     404                 (1      403   

Canadian Individual Life

     155                         155   

Canadian Affinity Markets

     83                         83   

Canadian Wealth (excluding Manulife Bank)

     1,089                         1,089   

Canadian Group Benefits and Group Retirement Solutions

     1,789                         1,789   

International Group Program

     93                 (3      90   

John Hancock Insurance

     378         59         (9      428   

John Hancock Investments and Retirement Plan Services

     1,234         3         (37      1,200   

Corporate and Other

     294                 (1      293   

Total

   $   5,685       $   256       $ (57    $   5,884   

As at December 31, 2015

CGU or Group of CGUs

   Balance,
January 1
     Additions/
disposals
     Effect of
changes in
foreign
exchange
rates
     Balance,
December 31
 

Asia (excluding Hong Kong and Japan)

   $ 143       $       $ 23       $ 166   

Japan Insurance and Wealth

     339                 65         404   

Canadian Individual Life

     155                         155   

Canadian Affinity Markets

     83                         83   

Canadian Wealth (excluding Manulife Bank)

     750         339                 1,089   

Canadian Group Benefits and Group Retirement Solutions

     826         963                 1,789   

International Group Program

     78                 15         93   

John Hancock Insurance

     317                 61         378   

John Hancock Investments and Retirement Plan Services

     420         659         155         1,234   

Corporate and Other

     70         211         13         294   

Total

   $ 3,181       $   2,172       $   332       $ 5,685   

The valuation techniques, significant assumptions and sensitivities, where applicable, applied in the goodwill impairment testing are described below.

(c) Valuation techniques

The recoverable value of each CGU or group of CGUs was based on value-in-use (“VIU”) for the U.S. (John Hancock) based CGUs, the Canadian Individual Life CGU and the Japan Insurance and Wealth CGU. For all other CGUs, fair value less costs to sell (“FVLCS”) was used. When determining if a CGU is impaired, the Company compares its recoverable amount to the allocated capital for that unit, which is aligned with the Company’s internal reporting practices.

Under the VIU approach, an embedded appraisal value is determined from a projection of future distributable earnings derived from both the in-force business and new business expected to be sold in the future, and therefore, reflects the economic value for each CGU’s or group of CGUs’ profit potential under a set of assumptions. This approach requires assumptions including sales and revenue growth rates, capital requirements, interest rates, equity returns, mortality, morbidity, policyholder behaviour, tax rates and discount rates.

Under the FVLCS approach, the Company determines the fair value of the CGU or group of CGUs using an earnings-based approach which incorporated forecasted earnings, excluding interest and equity market impacts and normalized new business expenses multiplied by an earnings multiple derived from the observable price-to-earnings multiples of comparable financial institutions. The price-to-earnings multiples used by the Company for testing ranged from 10.3 to 13.8 (2015 – 9.5 to 12.9).

(d) Significant assumptions

To calculate the embedded value, the Company discounted projected earnings from in-force contracts and valued 10 years of new business growing at expected plan levels, consistent with the periods used for forecasting long-term businesses such as insurance. In arriving at its projections, the Company considered past experience, economic trends such as interest rates, equity returns and product mix as well as industry and market trends. Where growth rate assumptions for new business cash flows were used in the embedded value calculations, they ranged from negative five per cent to 15 per cent (2015 – zero per cent to 17 per cent).

Interest rate assumptions are based on prevailing market rates at the valuation date.

Tax rates applied to the projections include the impact of internal reinsurance treaties and amounted to 26.8 per cent, 35 per cent and 28.2 per cent (2015 – 26.8 per cent, 35 per cent and 28.9 per cent) for the Canadian, U.S. and Japan jurisdictions, respectively.

 

142          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Tax assumptions are sensitive to changes in tax laws as well as assumptions about the jurisdictions in which profits are earned. It is possible that actual tax rates could differ from those assumed.

Discount rates assumed in determining the value-in-use for applicable CGUs or groups of CGUs ranged from nine per cent to 14 per cent on an after-tax basis or 11 per cent to 15 per cent on a pre-tax basis (2015 – nine per cent to 14 per cent on an after-tax basis or 11 per cent to 15 per cent on a pre-tax basis).

The key assumptions described above may change as economic and market conditions change, which may lead to impairment charges in the future. Changes in discount rates and cash flow projections used in the determination of embedded values or reductions in market-based earnings multiples may result in impairment charges in the future which could be material.

Note 8    Insurance Contract Liabilities and Reinsurance Assets

(a) Insurance contract liabilities and reinsurance assets

Insurance contract liabilities are reported gross of reinsurance ceded and the ceded liabilities are reported separately as a reinsurance asset. Insurance contract liabilities include actuarial liabilities as well as benefits payable, provision for unreported claims and policyholder amounts on deposit. The components of gross and net insurance contract liabilities are shown below.

 

As at December 31,    2016      2015  

Gross insurance contract liabilities

   $ 284,778       $ 273,228   

Gross benefits payable and provision for unreported claims

     3,309         3,046   

Gross policyholder amounts on deposit

     9,418         9,014   

Gross insurance contract liabilities

     297,505         285,288   

Reinsurance assets

     (34,952      (35,426

Net insurance contract liabilities

   $   262,553       $   249,862   

Net insurance contract 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 refunds, taxes (other than income taxes) and expenses on policies in-force net of reinsurance premiums and recoveries.

Net insurance contract liabilities are determined using CALM as required by the Canadian Institute of Actuaries.

The determination of net insurance contract liabilities is based on an explicit projection of cash flows using current assumptions for each material cash flow item. Investment returns are projected using the current asset portfolios and projected reinvestment strategies.

Each assumption is based on the best estimate adjusted by a margin for adverse deviation. For fixed income returns, this margin is established by scenario testing a range of prescribed and company-developed scenarios consistent with Canadian Actuarial Standards of Practice. For all other assumptions, this margin is established by directly adjusting the best estimate assumption.

Cash flows used in the net insurance contract liabilities valuation adjust the gross policy cash flows to reflect projected cash flows from ceded reinsurance. The cash flow impact of ceded reinsurance varies depending upon the amount of reinsurance, the structure of reinsurance treaties, the expected economic benefit from treaty cash flows and the impact of margins for adverse deviation. Gross insurance contract liabilities are determined by discounting gross policy cash flows using the same discount rate as the net CALM model discount rate.

The reinsurance asset is determined by taking the difference between the gross insurance contract liabilities and the net insurance contract liabilities. The reinsurance asset represents the benefit derived from reinsurance arrangements in force at the date of the Consolidated Statements of Financial Position.

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, with the contract generally ending at the earlier of the first renewal date on or after the Consolidated Statements of Financial Position date where the Company can exercise discretion in renewing its contractual obligations or terms of those obligations and the renewal or adjustment date that maximizes the insurance contract liabilities. For segregated fund products with guarantees, the projection period is generally set as the period that leads to the largest insurance contract liability. Where the projection period is less than the policy lifetime, insurance contract 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 recoverability using assumptions that are consistent with other components of the actuarial valuation.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         143


(b) Composition

The composition of insurance contract liabilities and reinsurance assets by line of business and reporting segment is as follows.

Gross insurance contract liabilities

 

     Individual insurance                                         
As at December 31, 2016    Participating      Non-
participating
    Annuities
and
pensions
     Other
insurance
contract
liabilities (1)
     Total, net of
reinsurance
ceded
    Total
reinsurance
ceded
    

Total,

gross of
reinsurance
ceded

         

Asia division

   $ 29,520       $ 18,799      $ 3,599       $ 2,649       $ 54,567      $ 880       $ 55,447     

Canadian division

     10,974         31,790        19,620         11,000         73,384        593         73,977     

U.S. division

     9,419         56,484        28,529         40,760         135,192        33,220         168,412     

Corporate and Other

             (833     62         181         (590     259         (331        

Total, net of reinsurance ceded

     49,913         106,240        51,810         54,590         262,553      $ 34,952       $ 297,505           

Total reinsurance ceded

     13,558         12,122        8,159         1,113         34,952          

Total, gross of reinsurance ceded

   $   63,471       $   118,362      $   59,969       $   55,703       $   297,505          
     Individual insurance                                         
As at December 31, 2015    Participating      Non-
participating
    Annuities
and
pensions
     Other
insurance
contract
liabilities (1)
     Total, net of
reinsurance
ceded
    Total
reinsurance
ceded
    

Total,

gross of
reinsurance
ceded

         

Asia division

   $ 27,808       $ 12,518      $ 3,353       $ 2,307       $ 45,986      $ 866       $ 46,852     

Canadian division

     10,389         29,283        21,253         10,548         71,473        263         71,736     

U.S. division

     9,743         53,637        30,080         39,446         132,906        33,993         166,899     

Corporate and Other

             (795     74         218         (503     304         (199        

Total, net of reinsurance ceded

     47,940         94,643        54,760         52,519         249,862      $ 35,426       $ 285,288           

Total reinsurance ceded

     15,125         10,963        8,226         1,112         35,426          

Total, gross of reinsurance ceded

   $ 63,065       $ 105,606      $ 62,986       $ 53,631       $ 285,288          

 

(1)  

Other insurance contract liabilities include group insurance and individual and group health including long-term care insurance.

Separate sub-accounts were established for participating policies in-force at the demutualization of MLI and John Hancock Life Insurance Company. These sub-accounts permit this participating business to be operated as separate “closed blocks” of participating policies. As at December 31, 2016, assets and insurance contract liabilities related to these closed blocks of participating policies were $29,108 (2015 – $29,588).

(c) Assets backing insurance contract 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 insurance contract 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 are predominantly backed by fixed-rate instruments on a cash flow matching basis for a targeted duration horizon. Longer duration cash flows on these liabilities as well as on adjustable products such as participating life insurance are backed by a broader range of asset classes, including equity and alternative long-duration investments. The Company’s capital is invested in a range of debt and equity investments, both public and private.

Changes in the fair value of assets backing net insurance contract liabilities, that the Company considers to be other than temporary, would have a limited impact on the Company’s net income wherever there is an effective matching of assets and liabilities, as these changes would be substantially offset by corresponding changes in value of actuarial liabilities. The fair value of assets backing net insurance contract liabilities as at December 31, 2016, excluding reinsurance assets, was estimated at $266,119 (2015 – $252,961).

The fair value of assets backing capital and other liabilities as at December 31, 2016 was estimated at $459,256 (2015 – $453,887).

 

144          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


The carrying value of total assets backing net insurance contract liabilities, other liabilities and capital was as follows.

 

     Individual insurance                                            
As at December 31, 2016    Participating      Non-
participating
     Annuities
and pensions
     Other insurance
contract
liabilities (1)
     Other
liabilities (2)
     Capital (3)      Total           

Assets

                       

Debt securities

   $ 27,473       $ 56,765       $ 26,331       $ 23,012       $ 9,965       $ 25,076       $ 168,622      

Public equities

     8,055         5,401         213         351         732         4,744         19,496      

Mortgages

     2,110         10,008         8,135         5,554         18,311         75         44,193      

Private placements

     3,277         10,823         7,096         7,070         1,272         191         29,729      

Real estate

     2,811         6,397         1,480         2,561         613         270         14,132      

Other

     6,187         16,846         8,555         16,042         377,000         19,879         444,509            

Total

   $   49,913       $   106,240       $   51,810       $   54,590       $   407,893       $   50,235       $   720,681            
     Individual insurance                                        

 

 
As at December 31, 2015    Participating      Non-
participating
     Annuities
and pensions
     Other insurance
contract
liabilities (1)
     Other
liabilities (2)
     Capital (3)      Total           

Assets

                       

Debt securities

   $ 26,180       $ 49,111       $ 28,180       $ 23,988       $ 8,766       $ 21,602       $ 157,827      

Public equities

     7,454         3,897         794         366         769         3,703         16,983      

Mortgages

     2,219         9,209         8,166         5,600         18,530         94         43,818      

Private placements

     3,253         10,816         6,322         5,758         1,210         219         27,578      

Real estate

     3,022         6,068         1,917         2,361         693         1,286         15,347      

Other

     5,812         15,542         9,381         14,446         373,144         22,993         441,318            

Total

   $ 47,940       $ 94,643       $ 54,760       $ 52,519       $ 403,112       $ 49,897       $ 702,871            

 

(1)  

Other insurance contract liabilities include group insurance and individual and group health including long-term care insurance.

(2)  

Other liabilities are non-insurance contract liabilities which include segregated funds, bank deposits, long-term debt, deferred tax liabilities, derivatives, investment contracts, non-exempt embedded derivatives and other miscellaneous liabilities.

(3)  

Capital is defined in note 14.

(d) Significant insurance contract liability valuation assumptions

The determination of insurance contract liabilities involves the use of estimates and assumptions. Insurance contract liabilities have two major components: a best estimate amount and a provision for adverse deviation.

Best estimate assumptions

Best estimate assumptions are made with respect to mortality and morbidity, investment returns, rates of policy termination, operating expenses and certain taxes. Actual experience is monitored to ensure that assumptions remain appropriate and assumptions are changed as warranted. 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 is a key assumption for life insurance and certain forms of annuities. Mortality assumptions are based on the Company’s internal experience as well as past and emerging industry experience. Assumptions are differentiated by sex, underwriting class, policy type and geographic market. Assumptions are made for future mortality improvements.

 

Morbidity relates to the occurrence of accidents and sickness for insured risks. Morbidity is a key assumption for long-term care insurance, disability insurance, critical illness and other forms of individual and group health benefits. Morbidity assumptions are based on the Company’s internal experience as well as past and emerging industry experience and are established for each type of morbidity risk and geographic market. Assumptions are made for future morbidity improvements.

  

The Company maintains 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 2016 experience was unfavourable (2015 – unfavourable) when compared to the Company’s assumptions. Morbidity is also monitored monthly and the overall 2016 experience was unfavourable (2015 – unfavourable) when compared to the Company’s assumptions.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         145


   
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 for each liability segment. 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 future years. Investment strategies are based on the target investment policies for each segment and the reinvestment returns are derived from current and projected market rates for fixed income investments and a projected outlook for other alternative long-duration assets.

 

Investment return assumptions include expected future asset credit losses on fixed income investments. Credit losses are projected based on past experience of the Company and industry as well as specific reviews of the current investment portfolio.

 

Investment return assumptions for each asset class and geographic market 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 and geographic market.

  

The Company’s policy of closely matching asset cash flows with those of the corresponding liabilities is designed to mitigate 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 reinvestment rate is developed using interest rate scenario testing and reflects the interest rate risk positions.

 

In 2016, the movement in interest rates negatively (2015 – positively) impacted the Company’s net income. This negative impact was driven by reductions in corporate spreads and the impact of risk free interest rate movements on policy liabilities partially offset by reductions in swap spreads.

 

The exposure to credit losses is managed against policies that limit concentrations by issuer, corporate connections, ratings, sectors and geographic regions. On participating policies and some non-participating policies, credit loss experience is passed back to policyholders through the investment return crediting formula. For other policies, 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 credit risk including provisions for adverse deviation.

 

In 2016, credit loss experience on debt securities and mortgages was favourable (2015 – favourable) when compared to the Company’s assumptions.

 

Equities, real estate and other alternative long-duration assets are used to support liabilities where investment return experience is passed back to policyholders through dividends or credited investment return adjustments. Equities, real estate, oil and gas and other alternative long-duration assets are also used to support long-dated obligations in the Company’s annuity and pension businesses and for long-dated insurance obligations on contracts where the investment return risk is borne by the Company.

 

In 2016, investment experience on alternative long-duration assets backing policyholder liabilities was unfavourable (2015 – unfavourable) primarily due to losses on real estate, oil and gas properties and timber and agriculture properties, partially offset by gains on private equities. In 2016, alternative long-duration asset origination exceeded (2015 – exceeded) valuation requirements.

 

In 2016, for the business that is dynamically hedged, segregated fund guarantee experience on residual, non-dynamically hedged market risks was unfavourable (2015 – unfavourable). For the business that is not dynamically hedged, experience on segregated fund guarantees due to changes in the market value of assets under management was also unfavourable (2015 – unfavourable). This excludes the experience on the macro equity hedges.

 

In 2016, investment expense experience was favourable (2015 – favourable) when compared to the Company’s assumptions.

 

146          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


   
Nature of factor and assumption methodology    Risk management

Policyholder

behaviour

   Policies are terminated through 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 seeks to design products that minimize financial exposure to lapse, surrender and other policyholder behaviour risk. The Company monitors lapse, surrender and other policyholder behaviour experience.

 

In aggregate, 2016 policyholder behaviour experience was unfavourable (2015 – 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 in-force 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 grow.

 

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 2016 were unfavourable (2015 – unfavourable) 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.

Policyholder dividends, experience rating refunds, and other adjustable policy elements    The best estimate projections for policyholder dividends and experience rating refunds, and other adjustable elements of policy benefits are determined to be consistent with management’s expectation of how these elements will be 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 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 policyholder 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 foreign exchange rates.    The Company generally matches the currency of its assets with the currency of the liabilities they support, with the objective of mitigating the risk of loss arising from movements in currency exchange rates.

The Company’s practice is to review actuarial assumptions on an annual basis as part of its review of methods and assumptions. Where changes are made to assumptions (refer to note 8(h)), the full impact is recognized in income immediately.

(e) Sensitivity of insurance contract liabilities to changes in non-economic assumptions

The sensitivity of net income attributed to shareholders to changes in non-economic assumptions underlying policy liabilities is shown below, assuming that there is a simultaneous change in the assumption across all business units.

In practice, experience for each assumption will frequently vary by geographic market and business and assumption updates are made on a business/geographic specific basis. Actual results can differ materially from these estimates for a variety of reasons including the interaction among these factors when more than one changes; changes in actuarial and investment return and future investment activity assumptions; changes in business mix, effective tax rates and other market factors; and the general limitations of internal models.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         147


Potential impact on net income attributed to shareholders arising from changes to non-economic assumptions (1)

 

     Decrease in net income
attributable to shareholders
 
As at December 31,    2016      2015  

Policy related assumptions

     

2% adverse change in future mortality rates (2),(4)

     

Products where an increase in rates increases insurance contract liabilities

   $ (400    $ (400

Products where a decrease in rates increases insurance contract liabilities

     (500      (500

5% adverse change in future morbidity rates (3),(4)

       (3,700        (3,000

10% adverse change in future termination rates (4)

     (1,900      (2,000

5% increase in future expense levels

     (500      (400
(1)  

The participating policy funds are largely self-supporting and generate no material impact on net income attributed to shareholders as a result of changes in non-economic assumptions. Experience gains or losses would generally result in changes to future dividends, with no direct impact to shareholders.

(2)  

An increase in mortality rates will generally increase policy liabilities for life insurance contracts whereas a decrease in mortality rates will generally increase policy liabilities for policies with longevity risk such as payout annuities.

(3)  

No amounts related to morbidity risk are included for policies where the policy liability provides only for claims costs expected over a short period, generally less than one year, such as Group Life and Health.

(4)  

The impacts of the sensitivities on long-term care for morbidity, mortality and lapse are assumed to be moderated by partial offsets from the Company’s ability to contractually raise premium rates in such events, subject to state regulatory approval.

(f) Provision for adverse deviation assumptions

The assumptions made in establishing insurance contract liabilities reflect expected best estimates of future experience. To recognize the uncertainty in these best estimate assumptions, to allow for possible mis-estimation of and deterioration in experience and to provide a greater degree of assurance that the insurance contract liabilities are adequate to pay future benefits, the Appointed Actuary is required to include a margin in each assumption.

Margins are released into future earnings as the policy is released from risk. Margins for interest rate risk are included by testing a number of scenarios of future interest rates. The margin can be established by testing a limited number of scenarios, some of which are prescribed by the Canadian Actuarial Standards of Practice, and determining the liability based on the worst outcome. Alternatively the margin can be set by testing many scenarios, which are developed according to actuarial guidance. Under this approach the liability would be the average of the outcomes above a percentile in the range prescribed by the Canadian Actuarial Standards of Practice.

Specific guidance is also provided for other risks such as market, credit, mortality and morbidity risks. For other risks which are not specifically addressed by the Canadian Institute of Actuaries, a range is provided of five per cent to 20 per cent of the expected experience assumption. The Company uses assumptions within the permissible ranges, with the determination of the level set taking into account the risk profile of the business. On occasion, in specific circumstances for additional prudence, a margin may exceed the high end of the range, which is permissible under the Canadian Actuarial Standards of Practice. This additional margin would be released if the specific circumstances which led to it being established were to change.

Each margin is reviewed annually for continued appropriateness.

 

148          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(g) Change in insurance contract liabilities

The change in insurance contract liabilities was a result of the following business activities and changes in actuarial estimates.

 

For the year ended December 31, 2016    Net actuarial
liabilities
    Other
insurance
contract
liabilities  (1)
    Net
insurance
contract
liabilities
    Reinsurance
assets
    Gross
insurance
contract
liabilities
         

Balance, January 1

   $ 239,812      $ 10,050      $ 249,862      $ 35,426      $ 285,288     

New policies (2)

     3,617               3,617        294        3,911     

Normal in-force movement (2)

     12,579        1,094        13,673        (405     13,268     

Changes in methods and assumptions (2)

     709        (54     655        699        1,354     

Impact of changes in foreign exchange rates

     (4,979     (275     (5,254     (1,062     (6,316        

Balance, December 31

   $ 251,738      $ 10,815      $ 262,553      $ 34,952      $ 297,505           
For the year ended December 31, 2015    Net actuarial
liabilities
    Other
insurance
contract
liabilities  (1)
    Net
insurance
contract
liabilities
    Reinsurance
assets
    Gross
insurance
contract
liabilities
         

Balance, January 1

   $ 200,206      $ 9,264      $ 209,470      $ 18,525      $ 227,995     

Acquisitions and divestitures (3)

     3,897        (861     3,036        13,691        16,727     

New policies (4)

     2,205               2,205        196        2,401     

Normal in-force movement (4)

     5,505        231        5,736        (485     5,251     

Changes in methods and assumptions (4)

     582        (24     558        (380     178     

Impact of changes in foreign exchange rates

     27,417        1,440        28,857        3,879        32,736           

Balance, December 31

   $   239,812      $   10,050      $   249,862      $   35,426      $   285,288           

 

(1)  

Other insurance contract liabilities are comprised of benefits payable and provision for unreported claims and policyholder amounts on deposit.

(2)  

In 2016 the $18,014 increase reported as the change in insurance contract liabilities on the Consolidated Statements of Income primarily consists of changes due to normal in-force movement, new policies and changes in methods and assumptions. These three items in the gross insurance contract liabilities column of this table net to an increase of $18,533, of which $17,529 is included in the Consolidated Statements of Income increase in insurance contract liabilities and $1,004 is included in gross claims and benefits. The Consolidated Statements of Income change in insurance contract liabilities also includes the change in embedded derivatives associated with insurance contracts.

(3)  

In 2015 the Company acquired the Canadian-based operations of Standard Life and in the USA, NYL assumed 60% of the Company’s in-force participating life insurance closed block through net 60% reinsurance agreements.

(4)  

In 2015 the $7,452 increase reported as the change in insurance contract liabilities on the Consolidated Statements of Income primarily consists of changes due to normal in-force movement, new policies and changes in methods and assumptions. These three items in the gross insurance contract liabilities column of this table net to an increase of $7,830, of which $7,408 is included in the Consolidated Statements of Income increase in insurance contract liabilities, $439 is included in gross claims and benefits and $(17) is related to Life Retrocession insurance contract liabilities sold through a reinsurance agreement in 2011 and is offset in the change in reinsurance assets. The Consolidated Statements of Income change in insurance contract liabilities also includes the change in embedded derivatives associated with insurance contracts.

(h) Actuarial methods and assumptions

A comprehensive review of valuation assumptions and methods is performed annually. The review is designed to reduce the Company’s exposure to uncertainty by ensuring assumptions for both asset related and liability related risks remain appropriate. This is accomplished by monitoring experience and updating assumptions which represent a best estimate view of future experience, and margins that are appropriate for the risks assumed. While the assumptions selected represent the Company’s current best estimates and assessment of risk, the ongoing monitoring of experience and the economic environment is likely to result in future changes to the valuation assumptions, which could be material.

Annual Review 2016

The 2016 full year review of actuarial methods and assumptions resulted in an increase in insurance and investment contract liabilities of $655, net of reinsurance, and a decrease in net income attributed to shareholders of $453 post-tax.

 

For the year ended December 31, 2016    Change in gross
insurance and
investment
contract liabilities
    Change in net
insurance and
investment
contract liabilities
   

Change in net
income attributed
to shareholders

(post-tax)

         

JH Long Term Care triennial review

   $ 696      $ 696      $ (452  

Mortality and morbidity updates

     (12     (53     76     

Lapses and policyholder behaviour

        

U.S. Variable Annuities guaranteed minimum withdrawal benefit
incidence and utilization

     (1,024     (1,024     665     

Other lapses and policyholder behaviour

     516        431        (356  

Economic reinvestment assumptions

     459        443        (313  

Other updates

     719        162        (73        

Net impact

   $     1,354      $     655      $     (453        

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         149


JH Long Term Care triennial review

U.S. Insurance completed a comprehensive long-term care experience study in 2016. This included a review of mortality, morbidity and lapse experience, as well as the reserve for in-force rate increases filed as a result of the 2013 review. In addition, the Company implemented refinements to the modelling of future tax cash flows for long-term care. The net impact of the review was a $452 charge to net income attributed to shareholders.

Expected future claims costs increased primarily due to claims periods being longer than expected in policy liabilities, and a reduction in lapse and mortality rates. This increase in expected future claims costs was partially offset by a number of items, including expected future premium increases resulting from this year’s review and a decrease in the margin for adverse deviations related to the rate of inflation embedded in the Company’s benefit utilization assumptions.

The review of premium increases assumed in the insurance contract liabilities resulted in a benefit to earnings of $1.0 billion; this includes future premium increases that are due to the 2016 review of morbidity, mortality and lapse assumptions, and outstanding amounts from the Company’s 2013 state filings. Premium increases averaging approximately 20 per cent will be sought on the vast majority of the in-force business, excluding the carryover of 2013 amounts requested. The Company’s assumptions reflect the estimated timing and amount of state approved premium increases. The actual experience obtaining price increases could be materially different than the Company has assumed, resulting in further increases or decreases in policy liabilities which could be material.

Mortality and morbidity updates

Mortality and morbidity assumptions were updated across several business units to reflect recent experience, including updates to morbidity assumptions for certain medical insurance products in Japan, leading to a $76 benefit to net income attributed to shareholders.

Updates to lapses and policyholder behaviour

U.S. Variable Annuities guaranteed minimum withdrawal benefit incidence and utilization assumptions were updated to reflect recent experience which led to a $665 benefit to net income attributed to shareholders. The Company updated its incidence assumptions to reflect the favourable impact of policyholders taking withdrawals later than expected. This was partially offset by an increase in the Company’s utilization assumptions.

In Japan, lapse rates for term life insurance products were increased at certain durations which led to a $228 charge to net income attributed to shareholders. Other updates to lapse and policyholder behavior assumptions were made across several product lines, including term products in Canada, which led to a $128 charge to net income attributed to shareholders.

Updates to economic reinvestment assumptions

The Company updated economic reinvestment assumptions for risk free rates used in the valuation of policy liabilities which resulted in a $313 charge to net income attributed to shareholders. These updates included a ten basis point reduction in the Company’s ultimate reinvestment rate (“URR”) assumptions and a commensurate change in the calibration criteria for stochastic risk free rates. These updates reflect the fact that interest rates are lower than they were when the current prescribed URR and calibration criteria for stochastic risk free rates were promulgated by the Actuarial Standards Board (“ASB”) in 2014. The ASB has indicated that it will update the promulgation periodically, when necessary. The Company expects the promulgation to be updated in 2017 and, if required, it will make further updates to its economic reinvestment assumptions at that time.

Other updates

Other model refinements related to the projection of both asset and liability cash flows across several business units led to a $73 charge to net income attributed to shareholders. This included a charge due to refinements to the Company’s CALM models and assumptions offset by a benefit due to refinements to the modelling of future tax cash flows for certain assets in the U.S.

2015 review

In 2015, the completion of the annual review of actuarial methods and assumptions resulted in an increase in insurance and investment contract liabilities of $558 net of reinsurance and a decrease in net income attributed to shareholders of $451.

 

For the year ended December 31, 2015    Change in gross
insurance and
investment
contract liabilities
    Change in net
insurance and
investment
contract liabilities
    Change in
net income
attributed to
shareholders
(post-tax)
         

Mortality and morbidity updates

   $ (191   $ (146   $     168     

Lapses and policyholder behaviour

     953        571        (446  

Other updates

     (584     133        (173        

Net impact

   $     178      $     558      $ (451        

 

150          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Updates to mortality and morbidity

Assumptions were updated across several business units to reflect recent experience. In Japan, a reduction to the margin for adverse deviations applied to the best estimate morbidity assumptions for certain medical insurance products resulted in a $237 increase in net income attributed to shareholders. The reduction in this margin is a result of emerging experience being aligned with expectations leading to a decrease in the level of conservatism required for this assumption.

Other mortality and morbidity updates led to a $69 decrease in net income attributed to shareholders. This included a refinement to the modelling of mortality improvement on a portion of the Canadian retail insurance business that led to an increase in net income attributed to shareholders. This was more than offset by a review of the Company mortality assumption for some of the JH Annuities business and a number of other updates across several business units.

Updates to lapses and policyholder behaviour

Lapse rates were updated across several business units to reflect recent experience. Lapse rates for JH universal life and variable universal life products were updated which led to a net $235 decrease in net income attributed to shareholders. Lapse rates for low cost universal life products were reduced which led to a decrease in net income attributed to shareholders; this was partially offset by a reduction in lapse rates for the variable universal life products which led to an increase in net income attributed to shareholders.

Other updates to lapse and policyholder behaviour assumptions were made across several product lines including term and whole life insurance products in Japan, which led to a $211 decrease in net income attributed to shareholders.

Other updates

The Company implemented a refinement to the modelling of asset and liability cash flows associated with inflation linked benefit options in the Long Term Care business, which led to a $264 increase in net income attributed to shareholders.

The Company implemented a refinement to the projection of the term policy conversion options in Canadian retail insurance which led to a $200 decrease in net income attributed to shareholders.

Other model refinements related to the projection of both asset and liability cash flows across several business units led to a $237 decrease in net income attributed to shareholders. This included several items such as refinements to the modelling of reinsurance contracts in North America, updates to the future investment expense assumptions, updates to the future ALDA investment return assumptions and updates to certain future expense assumptions in JH Insurance.

(i) Insurance contracts contractual obligations

Insurance contracts give rise to obligations fixed by agreement. As at December 31, 2016, the Company’s contractual obligations and commitments relating to insurance contracts are as follows.

 

Payments due by period    Less than
1 year
    

1 to 3

years

    

3 to 5

years

     Over 5
years
     Total  

Insurance contract liabilities (1)

   $   9,913       $   13,490       $   18,071       $   687,753       $   729,227   

 

(1)  

Insurance contract liability cash flows include estimates related to the timing and payment of death and disability claims, policy surrenders, policy maturities, annuity payments, minimum guarantees on segregated fund products, policyholder dividends, commissions and premium taxes offset by contractual future premiums on in-force contracts. These estimated cash flows are based on the best estimate assumptions used in the determination of insurance contract liabilities. These amounts are undiscounted and reflect recoveries from reinsurance agreements. Due to the use of assumptions, actual cash flows may differ from these estimates. Cash flows include embedded derivatives measured separately at fair value.

(j) Gross claims and benefits

The following table presents a breakdown of gross claims and benefits.

 

For the years ended December 31,   2016     2015  

Death, disability and other claims

  $   13,820      $ 13,130   

Maturity and surrender benefits

    6,697        6,195   

Annuity payments

    4,310        4,211   

Policyholder dividends and experience rating refunds

    1,111        1,106   

Net transfers from segregated funds

    (879     (881

Total

  $   25,059      $   23,761   

Note 9    Investment Contract Liabilities

Investment contract liabilities are contractual obligations made by the Company that do not contain significant insurance risk and are measured either at fair value or at amortized cost.

(a) Investment contract liabilities measured at fair value

Investment contract liabilities measured at fair value comprise certain investment savings and pension products sold primarily in Hong Kong and China. The carrying value of investment contract liabilities measured at fair value as at December 31, 2016 was $631 (2015 – $785).

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         151


The change in investment contract liabilities measured at fair value was a result of the following.

 

For the years ended December 31,   2016     2015  

Balance, January 1

  $   785      $   680   

New policies

    53        52   

Changes in market conditions

    (103     90   

Redemptions, surrenders and maturities

    (83     (166

Impact of changes in foreign exchange rates

    (21     129   

Balance, December 31

  $ 631      $ 785   

(b) Investment contract liabilities measured at amortized cost

Investment contract liabilities measured at amortized cost comprise several fixed annuity products sold in Canada and the U.S. fixed annuity products considered investment contracts are those that provide guaranteed income payments for a contractually determined period of time and are not contingent on survivorship.

Investment contract liabilities measured at amortized cost are shown below. The fair value associated with these contracts is also shown for comparative purposes.

 

    2016           2015  
As at December 31,  

Amortized

cost

    Fair value          

Amortized

cost

    Fair value  

U.S. fixed annuity products

  $   1,412      $   1,516        $   1,488      $   1,542   

Canadian fixed annuity products

    1,232        1,389          1,224        1,290   

Investment contract liabilities

  $ 2,644      $ 2,905        $ 2,712      $ 2,832   

The change in investment contract liabilities measured at amortized cost was a result of the following business activities.

 

For the years ended December 31,    2016      2015  

Balance, January 1

   $ 2,712       $   1,964   

Acquisitions and divestitures (1)

             943   

New policy deposits

     112         64   

Interest

     100         121   

Withdrawals

     (235      (520

Fees

     (1      (1

Other

     1         (127

Impact of changes in foreign exchange rates

     (45      268   

Balance, December 31

   $   2,644       $   2,712   

 

(1)  

In 2015 the Company acquired the Canadian-based operations of Standard Life.

The carrying value of fixed annuity products is amortized at a rate that exactly discounts the projected actual cash flows to the net carrying amount of the liability at the date of issue.

The fair value of fixed annuity products is determined by projecting cash flows according to the contract terms and discounting the cash flows at current market rates adjusted for the Company’s own credit standing. All investment contracts were categorized in Level 2 of the fair value hierarchy (2015 – Level 2).

(c) Investment contracts contractual obligations

Investment contracts give rise to obligations fixed by agreement. As at December 31, 2016, the Company’s contractual obligations and commitments relating to investment contracts are as follows.

 

Payments due by period    Less than
1 year
     1 to
3 years
    

3 to

5 years

     Over
5 years
     Total  

Investment contract liabilities (1)

   $   301       $   558       $   519       $   4,197       $   5,575   

 

(1)  

Due to the nature of the products, the timing of net cash flows may be before contract maturity. Cash flows are undiscounted.

Note 10    Risk Management

The Company’s policies and procedures for managing risk related to financial instruments can be found in the “Risk Management” section of the Company’s MD&A for the year ended December 31, 2016. Specifically, these disclosures are included in “Market Risk” and “Liquidity Risk” in this section. These disclosures are in accordance with IFRS 7 “Financial Instruments: Disclosures” and therefore, only the shaded text and tables form an integral part of these Consolidated Financial Statements.

(a) Credit risk

Credit risk is the risk of loss due to the inability or unwillingness of a borrower, or counterparty, to fulfill its payment obligations. Worsening regional and global economic conditions could result in defaults or downgrades and could lead to increased provisions or impairments related to the Company’s general fund invested assets, derivative financial instruments and reinsurance and an increase in provisions for future credit impairments to be included in actuarial liabilities.

 

152          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


The Company’s exposure to credit risk is managed through risk management policies and procedures which include a defined credit evaluation and adjudication process, delegated credit approval authorities and established exposure limits by borrower, corporate connection, credit rating, industry and geographic region. The Company measures derivative counterparty exposure as net potential credit exposure, which takes into consideration mark-to-market values of all transactions with each counterparty, net of any collateral held, and an allowance to reflect future potential exposure. Reinsurance counterparty exposure is measured reflecting the level of ceded liabilities.

The Company also ensures where warranted, that mortgages, private placements and loans to Bank clients are secured by collateral, the nature of which depends on the credit risk of the counterparty.

An allowance for losses on loans is established when a loan becomes impaired. Allowances for loan losses are calculated to reduce the carrying value of the loans to estimated net realizable value. The establishment of such allowances takes into consideration normal historical credit loss levels and future expectations, with an allowance for adverse deviations. In addition, policy liabilities include general provisions for credit losses from future asset impairments. Impairments are identified through regular monitoring of all credit related exposures, considering such information as general market conditions, industry and borrower specific credit events and any other relevant trends or conditions. Allowances for losses on reinsurance contracts are established when a reinsurance counterparty becomes unable or unwilling to fulfill its contractual obligations. The allowance for loss is based on current recoverable amounts and ceded policy liabilities.

Credit risk associated with derivative counterparties is discussed in note 10(d) and credit risk associated with reinsurance counterparties is discussed in note 10(i).

Credit exposure

The following table outlines the gross carrying amount of financial instruments subject to credit exposure, without taking into account any collateral held or other credit enhancements.

 

As at December 31,    2016      2015  

Debt securities

     

FVTPL

   $   140,890       $   133,890   

AFS

     27,732         23,937   

Mortgages

     44,193         43,818   

Private placements

     29,729         27,578   

Policy loans

     6,041         5,912   

Loans to Bank clients

     1,745         1,778   

Derivative assets

     23,672         24,272   

Accrued investment income

     2,260         2,264   

Reinsurance assets

     34,952         35,426   

Other financial assets

     4,844         4,044   

Total

   $   316,058       $   302,919   

Credit quality

The credit quality of commercial mortgages and private placements is assessed at least annually by using an internal rating based on regular monitoring of credit related exposures, considering both qualitative and quantitative factors.

A provision is recorded when internal risk ratings indicate that a loss represents the most likely outcome. The assets are designated as non-accrual and an allowance is established based on an analysis of the security and repayment sources.

The following table summarizes the credit quality and carrying value of commercial mortgages and private placements.

 

As at December 31, 2016    AAA      AA      A      BBB      BB      B and lower      Total  

Commercial mortgages

                    

Retail

   $ 97       $ 1,620       $ 4,391       $ 2,085       $       $ 7       $ 8,200   

Office

     68         1,255         3,972         1,938         55         36         7,324   

Multi-family residential

     656         1,362         1,944         844                         4,806   

Industrial

     22         360         1,452         831         169                 2,834   

Other

     428         261         1,323         493         60                 2,565   

Total commercial mortgages

     1,271         4,858         13,082         6,191         284         43         25,729   

Agricultural mortgages

             151         61         469         141                 822   

Private placements

     1,086         4,466         10,672         11,605         936         964         29,729   

Total

   $   2,357       $   9,475       $   23,815       $   18,265       $   1,361       $   1,007       $   56,280   
As at December 31, 2015    AAA      AA      A      BBB      BB      B and lower      Total  

Commercial mortgages

                    

Retail

   $ 109       $ 1,307       $ 4,419       $ 2,135       $ 10       $ 5       $ 7,985   

Office

     112         944         3,301         2,444         286         50         7,137   

Multi-family residential

     862         1,227         1,630         905                         4,624   

Industrial

     30         303         1,213         1,262         23                 2,831   

Other

     487         270         1,083         870         70                 2,780   

Total commercial mortgages

     1,600         4,051         11,646         7,616         389         55         25,357   

Agricultural mortgages

                     230         540         168                 938   

Private placements

     1,030         3,886         9,813         10,791         1,113         945         27,578   

Total

   $ 2,630       $ 7,937       $   21,689       $   18,947       $   1,670       $   1,000       $   53,873   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         153


The credit quality of residential mortgages and loans to Bank clients is assessed at least annually with the loan being performing or non-performing as the key credit quality indicator.

Full or partial write-offs of loans are recorded when management believes there is no realistic prospect of full recovery. Write-offs, net of recoveries, are deducted from the allowance for credit losses. All impairments are captured in the allowance for credit losses.

The following table summarizes the carrying value of residential mortgages and loans to Bank clients.

 

     2016             2015  
As at December 31,      Insured         Uninsured         Total            Insured         Uninsured         Total   

Residential mortgages

                    

Performing

   $   7,574       $   10,050       $   17,624          $   8,027       $   9,478       $   17,505   

Non-performing (1)

     6         13         19            7         11         18   

Loans to Bank clients

                    

Performing

     n/a         1,743         1,743            n/a         1,778         1,778   

Non-performing (1)

     n/a         2         2            n/a                   

Total

   $ 7,580       $ 11,808       $ 19,388          $ 8,034       $   11,267       $ 19,301   
(1)  

Non-performing refers to assets that are 90 days or more past due if uninsured and 365 days or more if insured.

The carrying value of government-insured mortgages was 19 per cent of the total mortgage portfolio as at December 31, 2016 (2015 – 20 per cent). The majority of these insured mortgages are residential loans as classified in the table above.

Past due or credit impaired financial assets

The Company provides for credit risk by establishing allowances against the carrying value of impaired loans and recognizing impairment losses on AFS debt securities. In addition, the Company reports as impairment certain declines in the fair value of debt securities designated as FVTPL which it deems represent an impairment.

The following table summarizes the carrying value or impaired value, in the case of impaired debt securities, of the Company’s financial assets that are considered past due or impaired.

 

    

Past due but not impaired

               
As at December 31, 2016   

Less than
90 days

    

90 days
and greater

    

Total

    

Total
impaired

          

Debt securities

              

FVTPL

   $ 90       $       $ 90       $ 38      

AFS

     16         9         25              

Private placements

     215         64         279         152      

Mortgages and loans to Bank clients

     50         20         70         33      

Other financial assets

     57         54         111         8            

Total

   $   428       $   147       $   575       $   231            
       Past due but not impaired                
As at December 31, 2015    Less than
90 days
     90 days
and greater
     Total      Total
impaired
          

Debt securities

              

FVTPL

   $ 92       $       $ 92       $ 15      

AFS

     3         1         4              

Private placements

     214                 214         114      

Mortgages and loans to Bank clients

     51         23         74         31      

Other financial assets

     12         26         38         1            

Total

   $ 372       $ 50       $ 422       $ 161            

The following table summarizes the Company’s loans that are considered impaired.

 

As at December 31, 2016    Gross
carrying
value
     Allowances
for losses
     Net carrying
value
          

Private placements

   $ 244       $ 92       $ 152      

Mortgages and loans to Bank clients

     59         26         33            

Total

   $   303       $   118       $   185            
As at December 31, 2015    Gross
carrying
value
     Allowances
for losses
     Net carrying
value
          

Private placements

   $ 186       $ 72       $ 114      

Mortgages and loans to Bank clients

     60         29         31            

Total

   $ 246       $ 101       $ 145            

 

154          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Allowance for loan losses

 

     2016     

 

     2015  
For the years ended December 31,     
 
Private
placements
  
  
    
 
 
Mortgages
and loans to
Bank clients
  
  
  
     Total           
 
Private
placements
  
  
    
 
 
Mortgages
and loans to
Bank clients
  
  
  
     Total   

Balance, January 1

   $ 72       $ 29       $ 101          $ 72       $ 37       $ 109   

Provisions

     112         14         126            46         5         51   

Recoveries

     (62      (7      (69         (9      (4      (13

Write-offs (1)

     (30      (10      (40         (37      (9      (46

Balance, December 31

   $     92       $     26       $   118          $     72       $     29       $   101   

 

(1)  

Includes disposals and impact of changes in foreign exchange rates.

(b) Securities lending, repurchase and reverse repurchase transactions

The Company engages in securities lending to generate fee income. 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. 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, 2016, the Company had loaned securities (which are included in invested assets) with a market value of $1,956 (2015 – $648). The Company holds collateral with a current market value that exceeds the value of securities lent in all cases.

The Company engages in reverse repurchase transactions to generate fee income and to take possession of securities to cover short positions in similar instruments and undertakes repurchase transactions for short-term funding purposes. As at December 31, 2016, the Company had engaged in reverse repurchase transactions of $250 (2015 – $547) which are recorded as short-term receivables. In addition, the Company had engaged in repurchase transactions of $255 as at December 31, 2016 (2015 – $269) which are recorded as payables.

(c) Credit default swaps

The Company replicates exposure to specific issuers by selling credit protection via credit default swaps (“CDSs”) in order to complement its cash debt securities investing. The Company will not write CDS protection in excess of its government bond holdings. A CDS is a derivative instrument representing an agreement between two parties to exchange the credit risk of a single specified entity or an index based on the credit risk of a group of entities (all commonly referred to as the “reference entity” or a portfolio of “reference entities”), in return for a periodic premium. CDS contracts typically have a five-year term.

The following table provides details of the credit default swap protection sold by type of contract and external agency rating for the underlying reference security.

 

As at December 31, 2016    Notional
amount (2)
     Fair value     

Weighted
average
maturity

(in years) (3)

 

Single name CDSs (1)

        

Corporate debt

        

AAA

   $ 13       $         2   

AA

     37         1         3   

A

     457         13         4   

BBB

     155         4         3   

Total single name CDSs

   $ 662       $ 18         4   

Total CDS protection sold

   $   662       $   18         4   
As at December 31, 2015    Notional
amount (2)
     Fair value     

Weighted
average
maturity

(in years) (3)

 

Single name CDSs (1)

        

Corporate debt

        

AAA

   $ 49       $ 1         2   

AA

     131         1         1   

A

     424         7         3   

BBB

     144         1         4   

Total single name CDSs

   $ 748       $ 10         3   

Total CDS protection sold

   $   748       $   10         3   

 

(1)  

The rating agency designations are based on S&P where available followed by Moody’s, DBRS, and Fitch. If no rating is available from a rating agency, then an internally developed rating is used.

(2)  

Notional amounts represent the maximum future payments the Company would have to pay its counterparties assuming a default of the underlying credit and zero recovery on the underlying issuer obligation.

(3)  

The weighted average maturity of the CDS is weighted based on notional amounts.

The Company holds no purchased credit protection as at December 31, 2016 and 2015.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         155


(d) Derivatives

The Company’s point-in-time exposure to losses related to credit risk of a derivative counterparty is limited to the amount of any net gains that may have accrued with a particular counterparty. Gross derivative counterparty exposure is measured as the total fair value (including accrued interest) of all outstanding contracts in a gain position excluding any offsetting contracts in a loss position and the impact of collateral on hand. The Company seeks to limit the risk of credit losses from derivative counterparties by: using investment grade counterparties; entering into master netting arrangements which permit the offsetting of contracts in a loss position in the case of a counterparty default; and entering into Credit Support Annex agreements, whereby collateral must be provided when the exposure exceeds a certain threshold. All contracts are held with counterparties rated BBB- or higher. As at December 31, 2016, the percentage of the Company’s derivative exposure which was with counterparties rated AA- or higher amounted to 22 per cent (2015 – 21 per cent). The Company’s exposure to credit risk was mitigated by $12,781 fair value of collateral held as security as at December 31, 2016 (2015 – $12,940).

As at December 31, 2016, the largest single counterparty exposure, without taking into account the impact of master netting agreements or the benefit of collateral held, was $3,891 (2015 – $4,155). The net exposure to this counterparty, after taking into account master netting agreements and the fair value of collateral held, was nil (2015 – nil). As at December 31, 2016, the total maximum credit exposure related to derivatives across all counterparties, without taking into account the impact of master netting agreements and the benefit of collateral held, was $24,603 (2015 – $25,332).

(e) Offsetting financial assets and financial liabilities

Certain derivatives, securities lending and repurchase agreements have conditional offset rights. The Company does not offset these financial instruments in the Consolidated Statements of Financial Position, as the rights of offset are conditional.

In the case of derivatives, collateral is collected from and pledged to counterparties and clearing houses to manage credit risk exposure in accordance with Credit Support Annexes to swap agreements and clearing agreements. Under master netting agreements, the Company has a right of offset in the event of default, insolvency, bankruptcy or other early termination.

In the case of reverse repurchase and repurchase transactions, additional collateral may be collected from or pledged to counterparties to manage credit exposure according to bilateral reverse repurchase or repurchase agreements. In the event of default by a counterparty, the Company is entitled to liquidate the assets the Company holds as collateral to offset against obligations to the same counterparty.

The following table presents the effect of conditional master netting and similar arrangements. Similar arrangements may include global master repurchase agreements, global master securities lending agreements, and any related rights to financial collateral.

 

           Related amounts not set off in the
Consolidated Statements of
Financial Position
             
As at December 31, 2016    Gross amounts of
financial instruments
presented in the
Consolidated
Statements of
Financial Position (1)
    Amounts subject to
an enforceable
master netting
arrangement or
similar agreements
    Financial and
cash collateral
pledged
(received) (2)
    Net amount
including
financing trusts (3)
    Net amounts
excluding
financing
trusts
 

Financial assets

          

Derivative assets

   $ 24,603      $   (12,031   $   (12,382   $ 190      $ 189   

Securities lending

     1,956               (1,956              

Reverse repurchase agreements

     250               (250              

Total financial assets

   $ 26,809      $ (12,031   $ (14,588   $ 190      $   189   

Financial liabilities

          

Derivative liabilities

   $ (15,095   $ 12,031      $ 2,800      $ (264   $ (42

Repurchase agreements

     (255            255                 

Total financial liabilities

   $   (15,350   $ 12,031      $ 3,055      $   (264   $ (42
           Related amounts not set off in the
Consolidated Statements of
Financial Position
             
As at December 31, 2015    Gross amounts of
financial instruments
presented in the
Consolidated
Statements of
Financial Position (1)
    Amounts subject to
an enforceable
master netting
arrangement or
similar agreements
    Financial and
cash collateral
pledged
(received) (2)
    Net amount
including
financing trusts (3)
    Net amounts
excluding
financing
trusts
 

Financial assets

          

Derivative assets

   $ 25,332      $ (13,004   $ (12,260   $ 68      $ 68   

Securities lending

     648               (648              

Reverse repurchase agreements

     547        (33     (514              

Total financial assets

   $ 26,527      $ (13,037   $ (13,422   $ 68      $ 68   

Financial liabilities

          

Derivative liabilities

   $ (16,003   $ 13,004      $ 2,711      $ (288   $ (49

Repurchase agreements

     (269     33        236                 

Total financial liabilities

   $ (16,272   $ 13,037      $ 2,947      $ (288   $ (49

 

(1)  

Financial assets and liabilities in the above table include accrued interest of $935 and $944, respectively (2015 – $1,062 and $953, respectively).

 

156          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(2)  

Financial and cash collateral excludes over-collateralization. As at December 31, 2016, the Company was over-collateralized on OTC derivative assets, OTC derivative liabilities, securities lending and reverse purchase agreements and repurchase agreements in the amounts of $398, $494, $107 and $1, respectively (2015 – $680, $498, $43 and nil, respectively). As at December 31, 2016, collateral pledged (received) does not include collateral in transit on OTC instruments or include initial margin on exchange traded contracts or cleared contracts.

(3)  

The net amount includes derivative contracts entered into between the Company and its financing trusts which it does not consolidate. The Company does not exchange collateral on derivative contracts entered into with these trusts.

(f) Risk concentrations

The Company establishes enterprise-wide investment portfolio level targets and limits with the objective of ensuring that portfolios are diversified across asset classes and individual investment risks. The Company monitors actual investment positions and risk exposures for concentration risk and reports such findings to the Executive Risk Committee and the Risk Committee of the Board of Directors.

 

As at December 31,   2016     2015  

Debt securities and private placements rated as investment grade BBB or higher (1)

    97%        97%   

Government debt securities as a per cent of total debt securities

    43%        44%   

Government private placements as a per cent of total private placements

    10%        11%   

Highest exposure to a single non-government debt security and private placement issuer

  $ 1,010      $ 998   

Largest single issuer as a per cent of the total equity portfolio

    3%        2%   

Income producing commercial office properties (2016 – 65% of real estate, 2015 – 70%)

  $ 9,200      $ 10,803   

Largest concentration of mortgages and real estate (2)  – Ontario Canada (2016 – 24%, 2015 – 24%)

  $   13,882      $   14,209   

 

(1)  

Investment grade debt securities and private placements include 41% rated A, 14% rated AA and 21% rated AAA (2015 – 40%, 14% and 23%) investments based on external ratings where available.

(2)  

Mortgages and real estate are diversified geographically and by property type.

The following table shows the distribution of the debt securities and private placements portfolio by sector and industry.

Debt securities and private placements

 

    2016           2015  
As at December 31,   Carrying value     % of total           Carrying value     % of total  

Government and agency

  $ 76,020        38        $ 72,432        39   

Utilities

    37,561        19          34,890        19   

Financial

    25,027        13          24,518        13   

Energy

    15,775        8          13,422        7   

Industrial

    13,088        6          11,454        6   

Consumer (non-cyclical)

    12,440        6          10,832        6   

Consumer (cyclical)

    4,256        2          4,425        2   

Securitized

    3,514        2          3,215        2   

Basic materials

    3,387        2          3,338        2   

Telecommunications

    3,091        2          3,059        2   

Technology

    2,231        1          1,931        1   

Media and internet

    1,175        1          1,233        1   

Diversified and miscellaneous

    786                 656          

Total

  $   198,351        100        $   185,405        100   

(g) Insurance risk

Insurance risk is the risk of loss due to actual experience differing from the experience assumed when a product was designed and priced with respect to mortality and morbidity claims, policyholder behaviour and expenses. A variety of assumptions are made related to the future level of claims, policyholder behaviour, expenses and sales levels when products are designed and priced as well as in the determination of insurance contract liabilities. Assumptions for future claims are generally based on the Company and industry experience and assumptions for policyholder behaviours are generally based on the Company experience. Such assumptions require a significant amount of professional judgment and, therefore, actual experience may be materially different than the assumptions made by the Company. Claims may be impacted by the unusual onset of disease or illness, natural disasters, large-scale man-made disasters and acts of terrorism. Policyholder premium payment patterns, policy renewal, withdrawal and surrender activity is influenced by many factors including market and general economic conditions, and the availability and price of other products in the marketplace.

The Company manages insurance risk through global policies, standards and best practices with respect to product design, pricing, underwriting and claim adjudication, and a global life underwriting manual. Each business unit has underwriting procedures, including criteria for approval of risks and claims adjudication procedures. The Company has a global retention limit of US$30 and US$35, respectively, for individual and survivorship life insurance. Lower limits are applied in some markets and jurisdictions. The Company further reduces exposure to claims concentrations by applying geographical aggregate retention limits for certain covers.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         157


(h) Concentration risk

The geographic concentration of the Company’s insurance and investment contract liabilities, including embedded derivatives, is shown below. The disclosure is based on the countries in which the business is written.

 

As at December 31, 2016    Gross liabilities      Reinsurance
assets
    Net liabilities  

U.S. and Canada

   $ 238,796       $ (34,987   $ 203,809   

Asia and Other

     62,322         35        62,357   

Total

   $   301,118       $   (34,952   $   266,166   
As at December 31, 2015    Gross liabilities      Reinsurance
assets
    Net liabilities  

U.S. and Canada

   $ 236,106       $ (35,408   $ 200,698   

Asia and Other

     52,976         (18     52,958   

Total

   $ 289,082       $ (35,426   $ 253,656   

(i) 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.

As at December 31, 2016, the Company had $34,952 (2015 – $35,426) of reinsurance assets. Of this, 92 per cent (2015 – 93 per cent) were ceded to reinsurers with Standard and Poor’s ratings of A- or above. The Company’s exposure to credit risk was mitigated by $16,600 fair value of collateral held as security as at December 31, 2016 (2015 – $16,721). Net exposure after taking into account offsetting agreements and the benefit of the fair value of collateral held was $18,352 as at December 31, 2016 (2015 – $18,705).

Note 11    Long-Term Debt

(a) Carrying value of long term debt instruments

 

As at December 31,   Issue date    Maturity date    Par value      2016      2015  

4.70% Senior notes (1),(3)

  June 23, 2016    June 23, 2046      US$  1,000       $ 1,333       $   

5.375% Senior notes (2),(3)

  March 4, 2016    March 4, 2046      US$     750         994           

3.527% Senior notes (2),(3)

  December 2, 2016    December 2, 2026      US$     270         361           

4.150% Senior notes (2),(3)

  March 4, 2016    March 4, 2026      US$  1,000         1,333           

4.90% Senior notes (3),(4)

  September 17, 2010    September 17, 2020      US$     500         669         689   

7.768% Medium term notes (5)

  April 8, 2009    April 8, 2019      $     600         599         599   

5.505% Medium term notes (5)

  June 26, 2008    June 26, 2018      $     400         400         399   

Promissory note to Manulife Finance (Delaware), L.P. (“MFLP”) (6)

  November 30, 2010    December 15, 2016      $     150                 150   

Other notes payable

  n/a    n/a      n/a         7         16   

Total

                     $   5,696       $   1,853   

 

(1)  

Issued by MFC during the year, interest is payable semi-annually. The notes may be redeemed in whole, but not in part, at the option of MFC, on June 23, 2021 and thereafter on every June 23, at a redemption price equal to 100% of the principal amount, together with accrued and unpaid interest.

(2)  

Issued by MFC during the year. The senior notes may be redeemed in whole or in part, at the option of MFC at any time, at a redemption price equal to the greater of par and a price based on the yield of a corresponding U.S. Treasury bond plus a specified number of basis points. The numbers of basis points for the 5.375%, 4.150% and 3.527% senior notes are 40, 35 and 20, respectively.

(3)  

These U.S. dollar senior notes have been designated as hedges of the Company’s net investment in its U.S. operations which reduces the earnings volatility that would otherwise arise from the re-measurement of these senior notes into Canadian dollars.

(4)  

The senior notes may be redeemed in whole or in part, at the option of MFC at any time, at a redemption price equal to the greater of par and a price based on the yield of a corresponding U.S. Treasury bond plus 35 basis points.

(5)  

The medium term notes may be redeemed in whole or in part, at the option of MFC at any time, at a redemption price equal to the greater of par and a price based on the yield of a corresponding Government of Canada bond plus a specified number of basis points. The numbers of basis points for the 7.768% and 5.505% medium term notes are 125 and 39, respectively.

(6)  

On December 15, 2016, the promissory note to MFLP matured.

The cash amount of interest paid on long-term debt during the year ended December 31, 2016 was $191 (2015 – $183). Issue costs are amortized over the term of the debt.

(b) Fair value measurement

Fair value of a long-term debt instrument is determined using quoted market prices where available (Level 1). When quoted market prices are not available, fair value is determined with reference to quoted prices of a debt instrument with similar characteristics or estimated using discounted cash flows using observable market rates (Level 2).

Long-term debt is measured at amortized cost in the Consolidated Statements of Financial Position. Fair value of long-term debt as at December 31, 2016 was $6,100 (2015 – $2,066). Long-term debt was categorized in Level 2 of the fair value hierarchy (2015 – Level 2).

 

158          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(c) Aggregate maturities of long-term debt

 

As at December 31,    2016      2015  

Less than one year

   $ 7       $ 150   

One to two years

     400         15   

Two to three years

     599         400   

Three to four years

     669         599   

Four to five years

             689   

Greater than five years

     4,021           

Total

   $   5,696       $   1,853   

Note 12    Capital Instruments

(a) Carrying value of capital instruments

 

As at December 31,   Issuance date    Maturity date    Par value      2016      2015  

Senior debenture notes – 7.535% fixed/floating (1)

  July 10, 2009    December 31, 2108      $  1,000       $   1,000       $   1,000   

Subordinated note – floating (2)

  December 14, 2006    December 15, 2036      $     650         647         646   

Subordinated debentures – 3.181% fixed/floating (3)

  November 20, 2015    November 22, 2027      $  1,000         996         995   

Subordinated debentures – 3.85% fixed/fixed reset (4)

  May 25, 2016    May 25, 2026      S$     500         461           

Subordinated debentures – 2.389% fixed/floating (5)

  June 1, 2015    January 5, 2026      $     350         349         348   

Subordinated debentures – 2.10% fixed/floating (6)

  March 10, 2015    June 1, 2025      $     750         747         747   

Subordinated debentures – 2.64% fixed/floating (7)

  December 1, 2014    January 15, 2025      $     500         499         498   

Subordinated debentures – 2.811% fixed/floating (8)

  February 21, 2014    February 21, 2024      $     500         499         498   

Surplus notes – 7.375% U.S. dollar (9)

  February 25, 1994    February 15, 2024      US$     450         627         649   

Subordinated debentures – 2.926% fixed/floating (10)

  November 29, 2013    November 29, 2023      $     250         249         249   

Subordinated debentures – 2.819% fixed/floating (11)

  February 25, 2013    February 26, 2023      $     200         200         200   

Subordinated debentures – 3.938% fixed/floating (12)

  September 21, 2012    September 21, 2022      $     400         407         417   

Subordinated debentures – 4.165% fixed/floating (13)

  February 17, 2012    June 1, 2022      $     500         499         499   

Subordinated note – floating (14)

  December 14, 2006    December 15, 2021      $     400                 400   

Subordinated debentures – 4.21% fixed/floating (15)

  November 18, 2011    November 18, 2021      $     550                 549   

Total

                     $ 7,180       $ 7,695   

 

(1)  

Issued by MLI to Manulife Financial Capital Trust II, interest is payable semi-annually. Manulife Financial Capital Trust II is a non-consolidated related party to the Company. On December 31, 2019 and on every fifth anniversary after December 31, 2019 (the “Interest Reset Date”), the rate of interest will be reset to the yield on five year Government of Canada bonds plus 5.2%. On or after December 31, 2014, with regulatory approval, MLI may redeem the debenture, in whole or in part, at the greater of par or the fair value of the debt based on the yield on uncallable Government of Canada bonds to the next Interest Reset Date plus (a) 1.0325% if the redemption date is prior to December 31, 2019, or (b) 2.065% if the redemption date is after December 31, 2019, together with accrued and unpaid interest.

(2)  

Issued by Manulife Holdings (Delaware) LLC (“MHDLL”), now John Hancock Financial Corporation (“JHFC”), a wholly owned subsidiary of MFC, to Manulife Finance (Delaware) LLC (“MFLLC”), a subsidiary of Manulife Finance (Delaware) L.P. (“MFLP”). MFLP and its subsidiaries are non-consolidated related parties to the Company. The note bears interest at the 90-day Bankers’ Acceptance rate plus 0.72% and is payable semi-annually. With regulatory approval, JHFC may redeem the note, in whole or in part, at any time, at par, together with accrued and unpaid interest.

(3)  

Issued by MLI, interest is payable semi-annually. After November 22, 2022 the interest rate is the 90-day Bankers’ Acceptance rate plus 1.57% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after November 22, 2022, at par, together with accrued and unpaid interest.

(4)  

Issued by MFC during the year, interest is payable semi-annually. After May 25, 2021, the interest rate will reset to equal the 5-year Singapore Dollar Swap rate plus 1.97%. With regulatory approval, MFC may redeem the debentures, in whole, but not in part, on May 25, 2021 and thereafter on each interest payment date at a redemption price equal to par, together with accrued and unpaid interest.

(5)  

Issued by MLI, interest is payable semi-annually. After January 5, 2021 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.83% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after January 5, 2021, at par, together with accrued and unpaid interest.

(6)  

Issued by MLI, interest is payable semi-annually. After June 1, 2020 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.72% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after June 1, 2020, at par, together with accrued and unpaid interest.

(7)  

Issued by MLI, interest is payable semi-annually. After January 15, 2020 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.73% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after January 15, 2020, at par, together with accrued and unpaid interest.

(8)  

Issued by MLI, interest is payable semi-annually. After February 21, 2019 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.80% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after February 21, 2019, at par, together with accrued and unpaid interest.

(9)  

Issued by John Hancock Mutual Life Insurance Company, now John Hancock Life Insurance Company (U.S.A.). Any payment of interest or principal on the surplus notes requires prior approval from the Commissioner of the Office of Financial and Insurance Regulation of the State of Michigan. The carrying value of the surplus notes reflects an unamortized fair value increment of US$26 (2015 – US$29), which arose as a result of the acquisition of John Hancock Financial Services, Inc. The amortization of the fair value adjustment is recorded in interest expense.

(10)  

Issued by MLI, interest is payable semi-annually. After November 29, 2018 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.85% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after November 29, 2018, at par, together with accrued and unpaid interest.

(11)  

Issued by MLI, interest is payable semi-annually. After February 26, 2018 the interest rate is the 90-day Bankers’ Acceptance rate plus 0.95% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after February 26, 2018, at par, together with accrued and unpaid interest.

(12)  

Issued by the Standard Life Assurance Company of Canada (“SCDA”), which was acquired by MLI on January 30, 2015, as part of the Standard Life acquisition, the subordinated debt was assumed by MLI on July 1, 2015 as a result of SCDA’s wind-up into MLI. Interest is payable semi-annually. After September 21, 2017 the interest rate is the 90-day Bankers’ Acceptance rate plus 2.10% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after September 21, 2017, at par, together with accrued and unpaid interest.

(13)  

Issued by MLI, interest is payable semi-annually. After June 1, 2017 the interest rate is the 90-day Bankers’ Acceptance rate plus 2.45% and is payable quarterly. With regulatory approval, MLI may redeem the debentures, in whole or in part, on or after June 1, 2017, at par, together with accrued and unpaid interest.

(14)  

On December 15, 2016, JHFC, a wholly owned subsidiary of MFC, redeemed in full the subordinated notes with MFLLC, a subsidiary of MFLP, at par.

(15)  

On November 18, 2016, MLI redeemed in full the 4.21% subordinated debentures at par.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         159


(b) Fair value measurement

Fair value of capital instruments is determined using quoted market prices where available (Level 1). When quoted market prices are not available, fair value is determined with reference to quoted prices of a debt instrument with similar characteristics or estimated using discounted cash flows using observable market rates (Level 2).

Capital instruments are measured at amortized cost in the Consolidated Statements of Financial Position. As at December 31, 2016, fair value of capital instruments was $7,417 (2015 – $7,916). Capital instruments were categorized in Level 2 of the fair value hierarchy (2015 – Level 2).

Note 13    Share Capital and Earnings Per Share

The authorized capital of MFC consists of:

 

   

an unlimited number of common shares without nominal or par value; and

   

an unlimited number of Class A, Class B and Class 1 preferred shares without nominal or par value, issuable in series.

(a) Preferred shares

The changes in issued and outstanding preferred shares are as follows.

 

     2016             2015  
For the years ended December 31,   

Number of
shares

(in millions)

    Amount            

Number of
shares

(in millions)

     Amount  

Balance, January 1

     110      $   2,693            110       $   2,693   

Issued, Class 1 shares, Series 21 (1)

     17        425                      

Converted, Class 1 shares, Series 3 (2)

     (2     (42                   

Issued, Class 1 shares, Series 4 (2)

     2        42                      

Issued, Class 1 shares, Series 23 (3)

     19        475                      

Issuance costs, net of tax

            (16                   

Balance, December 31

     146      $ 3,577            110       $ 2,693   

 

(1)  

On February 25, 2016, MFC issued 16 million of Rate Reset Class 1 Shares Series 21 at a price of $25 per share to raise gross proceeds of $400 and, on March 3, 2016, MFC issued an additional 1 million Class 1 Shares Series 21 pursuant to the exercise in full by the underwriters of their option to purchase additional Class 1 Shares Series 21, for total gross proceeds of $425.

(2)  

MFC did not exercise its right to redeem all or any of the outstanding Class 1 Shares Series 3 on June 19, 2016 (the earliest redemption date). 1,664,169 of 8,000,000 Class 1 Shares Series 3 were converted, on a one-for-one basis, into Floating Rate Class 1 Shares Series 4 on June 20, 2016. 6,335,831 Class 1 Shares Series 3 remain outstanding at an annual fixed dividend rate of 2.178% for a five year period commencing on June 20, 2016.

(3)  

On November 22, 2016, MFC issued 19 million of Rate Reset Class 1 Shares Series 23 at a price of $25 per share to raise gross proceeds of $475.

Further information on the preferred shares outstanding is as follows.

 

As at December 31, 2016    Issue date      Annual
dividend
rate (1)
     Earliest redemption
date (2)
    

Number of
shares

(in millions)

     Face
amount
     Net
amount (3)
 

Class A preferred shares

                 

Series 2

     February 18, 2005         4.65%         n/a         14       $ 350       $ 344   

Series 3

     January 3, 2006         4.50%         n/a         12         300         294   

Class 1 preferred shares

                 

Series 3 (4),(5)

     March 11, 2011         2.178%         June 19, 2021         6         158         155   

Series 4

     June 20, 2016         floating (6)        n/a         2         42         41   

Series 5 (4),(5),(7)

     December 6, 2011         3.891%         December 19, 2021         8         200         195   

Series 7 (4),(5)

     February 22, 2012         4.60%         March 19, 2017         10         250         244   

Series 9 (4),(5)

     May 24, 2012         4.40%         September 19, 2017         10         250         244   

Series 11 (4),(5)

     December 4, 2012         4.00%         March 19, 2018         8         200         196   

Series 13 (4),(5)

     June 21, 2013         3.80%         September 19, 2018         8         200         196   

Series 15 (4),(5)

     February 25, 2014         3.90%         June 19, 2019         8         200         195   

Series 17 (4),(5)

     August 15, 2014         3.90%         December 19, 2019         14         350         343   

Series 19 (4),(5)

     December 3, 2014         3.80%         March 19, 2020         10         250         246   

Series 21 (4),(5)

     February 25, 2016         5.60%         June 19, 2021         17         425         417   

Series 23 (4),(5)

     November 22, 2016         4.85%         March 19, 2022         19         475         467   

Total

                                146       $   3,650       $   3,577   

 

(1)  

Holders of Class A and Class 1 preferred shares are entitled to receive non-cumulative preferential cash dividends on a quarterly basis, as and when declared by the Board of Directors.

(2)  

Redemption of all preferred shares is subject to regulatory approval. With the exception of Class A Series 2, Class A Series 3 and Class 1 Series 4 preferred shares, MFC may redeem each series, in whole or in part, at par, on the earliest redemption date or every five years thereafter. Class A Series 2 and Series 3 preferred shares are past their respective earliest redemption date and MFC may redeem these shares, in whole or in part, at par at any time, subject to regulatory approval, as noted. MFC may redeem the Class 1 Series 4, in whole or in part, at any time, at $25.00 per share if redeemed on June 19, 2021 and on June 19 every five years thereafter, or at $25.50 per share if redeemed on any other date after June 19, 2016, subject to regulatory approval, as noted.

(3)  

Net of after-tax issuance costs.

 

160          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(4)  

On the earliest redemption date and every five years thereafter, the annual dividend rate will be reset to the five year Government of Canada bond yield plus a yield specified for each series. The specified yield for Class 1 shares is: Series 3 – 1.41%, Series 5 – 2.90%, Series 7 – 3.13%, Series 9 – 2.86%, Series 11 – 2.61%, Series 13 – 2.22%, Series 15 – 2.16%, Series 17 – 2.36%, Series 19 – 2.30%, Series 21 – 4.97% and Series 23 – 3.83%.

(5)  

On the earliest redemption date and every five years thereafter, Class 1 preferred shares are convertible at the option of the holder into a new series that is one number higher than their existing series, and the holders are entitled to non-cumulative preferential cash dividends, payable quarterly if and when declared by the Board of Directors, at a rate equal to the three month Government of Canada treasury bill yield plus the rate specified in footnote 4 above.

(6)  

The floating dividend rate for the Class 1 Shares Series 4 will equal the three month Government of Canada Treasury bill yield plus 1.41%.

(7)  

MFC did not exercise its right to redeem all or any of the outstanding Class 1 Shares Series 5 on December 19, 2016 (the earliest redemption date). Dividend rate for Class 1 Shares Series 5 was reset as specified in footnote 4 above to an annual fixed rate of 3.891% for a five year period commencing on December 20, 2016.

(b) Common shares

The changes in common shares issued and outstanding are as follows.

 

     2016             2015  
For the years ended December 31,   

Number of
shares

(in millions)

     Amount            

Number of
shares

(in millions)

     Amount  

Balance, January 1

     1,972       $ 22,799            1,864       $ 20,556   

Issued on exercise of stock options and deferred share units

     3         66            2         37   

Issued in exchange for subscription receipts (1)

                        106         2,206   

Total

     1,975       $   22,865            1,972       $   22,799   

 

(1)  

On September 15, 2014, as part of the financing of the transaction related to the purchase of the Canadian-based operations of Standard Life, MFC issued 105,647,334 subscription receipts through a combination of a public offering and a private placement with the Caisse de dépôt et placement du Québec. The net cash proceeds from the sale of the subscription receipts were held by an escrow agent, in a restricted account, until closing of the transaction on January 30, 2015. Each subscription receipt entitled the holder to automatically receive, without payment of additional consideration or further action, one common share of the Company together with an amount equal to the per share dividends the Company declared on its common shares for record dates which occur in the period from September 15, 2014 up to January 29, 2015, net of any applicable withholding taxes.

(c) Earnings per share

The following table presents basic and diluted earnings per share of the Company.

 

For the years ended December 31,    2016      2015  

Basic earnings per common share

   $   1.42       $   1.06   

Diluted earnings per common share

     1.41         1.05   

The following is a reconciliation of the denominator (number of shares) in the calculation of basic and diluted earnings per share.

 

For the years ended December 31,    2016      2015  

Weighted average number of common shares (in millions)

     1,973         1,962   

Dilutive stock-based awards (1) (in millions)

     4         7   

Dilutive convertible instruments (in millions)

             8   

Weighted average number of diluted common shares (in millions)

     1,977         1,977   

 

(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 year. Excluded from the calculation was a weighted average of 14 million (December 31, 2015 – 5 million) anti-dilutive stock-based awards.

(d) Quarterly dividend declaration subsequent to year end

On February 8, 2017, the Company’s Board of Directors approved a quarterly dividend of $0.205 per share on the common shares of MFC, payable on or after March 20, 2017 to shareholders of record at the close of business on February 22, 2017.

The Board also declared dividends on the following non-cumulative preferred shares, payable on or after March 19, 2017 to shareholders of record at the close of business on February 22, 2017.

 

Class A Shares Series 2 – $0.29063 per share

  Class 1 Shares Series 11 – $0.25 per share

Class A Shares Series 3 – $0.28125 per share

  Class 1 Shares Series 13 – $0.2375 per share

Class 1 Shares Series 3 – $0.136125 per share

  Class 1 Shares Series 15 – $0.24375 per share

Class 1 Shares Series 4 – $0.117863 per share

  Class 1 Shares Series 17 – $0.24375 per share

Class 1 Shares Series 5 – $0.275 per share

  Class 1 Shares Series 19 – $0.2375 per share

Class 1 Shares Series 7 – $0.2875 per share

  Class 1 Shares Series 21 – $0.35 per share

Class 1 Shares Series 9 – $0.275 per share

  Class 1 Shares Series 23 – $0.388664 per share

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         161


Note 14    Capital Management

(a) Capital Management

The Company monitors and manages its consolidated capital in compliance with the Minimum Continuing Capital and Surplus Requirement (“MCCSR”) guideline, issued by the Office of the Superintendent of Financial Institutions (“OSFI”). Under this regime, the Company’s consolidated available capital is measured against a required amount of risk capital determined in accordance with the guideline.

The Company’s operating activities are mostly conducted within MLI or its subsidiaries. MLI is regulated by OSFI and is also subject to consolidated risk-based capital requirements using the OSFI MCCSR framework. Some affiliate reinsurance business is undertaken outside the MLI consolidated group.

OSFI will be implementing a revised approach to the regulatory capital framework in Canada to come into effect in 2018. In September 2016, OSFI released the final Life Insurance Capital Adequacy Test (“LICAT”) guideline that will replace the MCCSR framework in 2018.

The Company seeks to manage its capital with the objectives of:

 

   

Operating with sufficient capital to be able to honour all commitments to its policyholders and creditors with a high degree of confidence;

   

Retaining the ongoing confidence of regulators, policyholders, rating agencies, investors and other creditors in order to ensure access to capital markets; and

   

Optimizing return on capital to meet shareholders’ expectations subject to constraints and considerations of adequate levels of capital established to meet the first two objectives.

Capital is managed and monitored in accordance with the Capital Management Policy. The policy is reviewed and approved by the Board of Directors annually and is integrated with the Company’s risk and financial management frameworks. It establishes guidelines regarding the quantity and quality of capital, internal capital mobility, and proactive management of ongoing and future capital requirements.

The capital management framework takes into account the requirements of the Company as a whole as well as the needs of each of the Company’s subsidiaries. Internal capital targets are set above the regulatory requirements, and consider a number of factors, including expectations of regulators and rating agencies, results of sensitivity and stress testing and the Company own risk assessments. The Company monitors against these internal targets and initiates actions appropriate to achieving its business objectives.

The following measure of consolidated capital serves as the foundation of the Company’s capital management activities at the MFC level. For regulatory reporting purposes, the numbers are further adjusted for various additions or deductions to capital, as mandated by the OSFI guideline.

Consolidated capital

 

As at December 31,    2016      2015  

Total equity

   $   42,823       $   41,938   

Adjusted for AOCI loss on cash flow hedges

     (232      (264

Total equity excluding AOCI on cash flow hedges

     43,055         42,202   

Qualifying capital instruments

     7,180         7,695   

Total capital

   $ 50,235       $ 49,897   

(b) Restrictions on dividends and capital distributions

Dividends and capital distributions are restricted under the Insurance Company Act (“ICA”). These restrictions apply to both the Company and its primary operating subsidiary MLI. The ICA prohibits the declaration or payment of any dividend on shares of an insurance company if there are reasonable grounds for believing a company does not have adequate capital and adequate and appropriate forms of liquidity or the declaration or the payment of the dividend would cause the Company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or of any direction made to the Company by the Superintendent. The ICA also requires an insurance company to notify the Superintendent of the declaration of a dividend at least 15 days prior to the date fixed for its payment. Similarly, the ICA prohibits the purchase for cancellation of any shares issued by an insurance company or the redemption of any redeemable shares or other similar capital transactions, if there are reasonable grounds for believing that the Company does not have adequate capital and adequate and appropriate forms of liquidity or the payment would cause the Company to be in contravention of any regulation made under the ICA respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity, or any direction made to the Company by the Superintendent. These latter transactions would require the prior approval of the Superintendent.

Since the Company is a holding company that conducts all of its operations through regulated insurance subsidiaries (or companies owned directly or indirectly by these subsidiaries), its ability to pay future dividends will depend on the receipt of sufficient funds from

 

162          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


its regulated insurance subsidiaries. These subsidiaries are also subject to certain regulatory restrictions under laws in Canada, the United States and certain other countries that may limit their ability to pay dividends or make other upstream distributions.

The Company and MLI have covenanted for the benefit of holders of the outstanding Trust II Notes – Series I (the “Notes”) that, if interest is not paid in full in cash on the Notes on any interest payment date or if MLI elects that holders of Notes invest interest payable on the Notes on any interest payment date in a new series of Manufacturers Life Class 1 Shares, MLI will not declare or pay cash dividends on any MLI Public Preferred Shares (as defined below), if any are outstanding, and if no MLI Public Preferred Shares are outstanding, MFC will not declare or pay cash dividends on its Preferred Shares and Common Shares, in each case, until the sixth month following such deferral date. “MLI Public Preferred Shares” means, at any time, preferred shares of MLI which at that time: (a) have been issued to the public (excluding any preferred shares of MLI held beneficially by affiliates of MLI); (b) are listed on a recognized stock exchange; and (c) have an aggregate liquidation entitlement of at least $200, however, if at any time, there is more than one class of MLI Public Preferred Shares outstanding, then the most senior class or classes of outstanding MLI Public Preferred Shares shall, for all purposes, be the MLI Public Preferred Shares.

Note 15    Stock-Based Compensation

(a) Stock options plans

Under MFC’s Executive Stock Option Plan (“ESOP”), deferred share units and 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 higher of the prior day or prior five day average closing market price of common shares on the Toronto Stock Exchange on 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. Effective with the 2015 grant, options may only be exercised after the fifth year anniversary. A total of 73,600,000 common shares have been reserved for issuance under the ESOP.

Options outstanding

 

     2016             2015  
For the years ended December 31,     
 

 

Number of
options

(in millions

  
  

    
 
 
 
Weighted
average
exercise
price
  
  
  
  
       
 

 

Number of
options

(in millions

  
  

    
 
 
 
Weighted
average
exercise
price
  
  
  
  

Outstanding, January 1

     30       $   20.72            30       $   20.82   

Granted

     6         17.65            4         22.01   

Exercised

     (3      15.49            (2      15.33   

Expired

     (2      32.92            (2      30.43   

Forfeited

     (1      21.04                    23.06   

Outstanding, December 31

     30       $ 19.80            30       $ 20.72   

Exercisable, December 31

     19       $ 20.25            20       $ 21.45   

 

     Options outstanding             Options exercisable  
For the year ended December 31, 2016     
 

 

Number of
options

(in millions

  
  

    
 
 
 
Weighted
average
exercise
price
  
  
  
  
    
 
 
 

 
 

Weighted
average
remaining
contractual

life
(in years)

  
  
  
  

  
  

       
 

 

Number of
options

(in millions

  
  

    
 
 
 
Weighted
average
exercise
price
  
  
  
  
    
 
 
 

 
 

Weighted
average
remaining
contractual

life
(in years)

  
  
  
  

  
  

$11.08 – $20.99

     20       $ 16.63         5.30            13       $ 16.31         3.75   

$21.00 – $29.99

     7       $ 21.69         6.82            3       $ 21.61         5.86   

$30.00 – $40.38

     3       $ 38.73         0.70            3       $ 38.73         0.70   

Total

     30       $   19.80         5.26            19       $   20.25         3.66   

The weighted average fair value of each option granted in 2016 has been estimated at $3.78 (2015 – $4.84) using the Black-Scholes option-pricing model. The pricing model uses the following assumptions for these options: risk-free interest rate of 1.50% (2015 –1.75%), dividend yield of 3.00% (2015 – 3.00%), expected volatility of 29.5% (2015 – 29.5%) and expected life of 6.7 (2015 – 6.7) years. Expected volatility is estimated by evaluating a number of factors including historical volatility of the share price over multi-year periods.

Compensation expense related to stock options was $19 for the year ended December 31, 2016 (2015 – $16).

(b) Deferred share units plans

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 DSUs outstanding was 633,000 as at December 31, 2016 (2015 – 690,000).

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         163


In addition, for certain employees and pursuant to the Company’s deferred compensation program, MFC grants DSUs under the ESOP which entitle the holder to receive payment in cash equal to the value of the same number of common shares plus credited dividends on retirement or termination of employment. In 2016, the Company granted 14,000 DSUs (2015 – 315,000) to certain employees of which vest after four years on the day they were granted. In 2016, 27,000 DSUs (2015 – 34,000) were granted to certain employees who elected to defer receipt of all or part of their annual bonus. These DSUs vested immediately. Also, in 2016, 83,000 DSUs (2015 – 85,000) were granted to certain employees to defer payment of all or part of their Restricted Share Units (“RSUs”) and/or Performance Share Units (“PSUs”). These DSUs also vested immediately.

Fair value of the 254,000 DSUs issued in the year was $23.91 per unit, as at December 31, 2016 (546,000 issued at $20.74 per unit on December 31, 2015).

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.

 

For the years ended December 31,

Number of DSUs (in thousands)

   2016      2015  

Outstanding, January 1

     2,542         2,332   

Issued

     254         546   

Reinvested

     97         75   

Redeemed

     (184      (411

Forfeitures and cancellations

     (27        

Outstanding, December 31

     2,682         2,542   

Of the DSUs outstanding as at December 31, 2016, 633,000 (2015 – 690,000) entitle the holder to receive common shares, 1,235,000 (2015 – 1,195,000) entitle the holder to receive payment in cash and 814,000 (2015 – 657,000) entitle the holder to receive payment in cash or common shares, at the option of the holder.

Compensation expense related to DSUs was $1 for the year ended December 31, 2016 (2015 – $5).

The carrying amount of the liability relating to the DSUs as at December 31, 2016 is $26 (2015 – $22) and is included within other liabilities.

(c) Restricted share units and performance share units plans

For the year ended December 31, 2016, 7.6 million RSUs (2015 – 5.6 million) and 1.2 million PSUs (2015 – 0.8 million) were granted to certain eligible employees under MFC’s Restricted Share Unit Plan. The fair values of the RSUs and PSUs granted in the year were $23.91 per unit as at December 31, 2016 (2015 – $20.74 per unit). Each RSU/PSU entitles the recipient to receive payment equal to the market value of one common share, plus credited dividends, at the time of vesting, subject to any performance conditions.

RSUs and PSUs granted in February 2016 vest on the date that is 34 months from the grant date (December 15, 2018), and the related compensation expense is recognized over this period, except where the employee is eligible to retire prior to a 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 and PSUs was $110 and $9, respectively, for the year ended December 31, 2016 (2015 – $93 and $15, respectively).

The carrying amount of the liability relating to the RSUs and PSUs as at December 31, 2016 is $196 (2015 – $142) and is included within other liabilities.

(d) Global share ownership plan

MFC’s Global Share Ownership Plan (“GSOP”) allows qualifying employees to choose to apply up to five per cent of their annual base earnings toward the purchase of common shares. The Company matches a percentage of the employee’s eligible contributions up to a maximum amount. The Company’s contributions vest immediately. All contributions are used to purchase common shares in the open market.

Note 16    Employee Future Benefits

The Company maintains defined contribution and defined benefit pension plans and other post-employment plans for employees and agents including registered (tax qualified) pension plans that are typically funded, as well as supplemental non-registered (non-qualified) pension plans for executives, retiree welfare plans and disability welfare plans that are typically not funded.

(a) Plan characteristics

To reduce the financial risk associated with final average pay defined benefit pension plans and retiree welfare plans, the Company has over time closed all these plans to new members and, in the case of pension plans, has replaced them with capital accumulation plans. The latter include defined benefit cash balance plans, 401(k) plans and/or defined contribution plans, depending on the country of employment. The result is that final average pay pension plans account for less than 50 per cent of the Company’s global pension obligations and the number of employees who accrue these pensions declines each year.

Prior to the Company’s acquisition of the Canadian-based operations of Standard Life plc, advance provision had been made on Standard Life’s balance sheet for continuing its practice of regularly granting increases in retiree pensions on an non-contractual

 

164          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


ad-hoc basis. In 2016, the Company concluded that increases would no longer be regularly granted, consistent with the treatment of pensions for retirees under other Manulife plans. To reflect this change, the advance provision was removed, reducing the net defined benefit liability for the former Standard Life plan by $55 which was recorded through income.

All pension arrangements are governed by local pension committees or management but significant plan changes require approval from the Company’s Board of Directors.

The Company’s funding policy for remaining defined benefit pension plans is to make the minimum annual contributions required by regulations in the countries in which the plans are offered. Assumptions and methods prescribed for regulatory funding purposes typically differ from those used for accounting purposes.

The Company’s remaining defined benefit pension and/or retiree welfare plan obligations are for plans in the U.S., Canada, Japan, and Taiwan. There are also disability welfare plans in Canada and the U.S.

The largest of these pension and retiree welfare plans are the primary defined benefit plans for employees in the U.S. and Canada. These are considered to be the material plans that are the subject of the disclosures in the balance of this note. The Company measures its defined benefit obligations and fair value of plan assets for accounting purposes as at December 31 each year.

U.S. defined benefit and retiree welfare plans

The Company operates a qualified cash balance plan that is open to new members, a closed non-qualified cash balance plan, and a closed retiree welfare plan.

Actuarial valuations to determine the Company’s minimum funding contributions for the qualified cash balance plan are required annually. Deficits revealed in the funding valuations must generally be funded over a period of up to seven years. It is expected that there will be no required funding for this plan in 2017. There are no plan assets set aside for the non-qualified cash balance plan.

The retiree welfare plan subsidizes the cost of life insurance and medical benefits. The majority of those who retired after 1991 receive a fixed-dollar subsidy from the Company based on service. The plan was closed to all employees hired after 2004. While assets have been set aside in a qualified trust to pay a portion of future retiree welfare benefits, this funding is optional. Retiree welfare benefits offered under the plan coordinate with the U.S. Medicare program to make optimal use of available federal financial support.

The qualified pension and retiree welfare plans are governed by the U.S. Benefits Committee, while the non-qualified pension plan is governed by the U.S. Non-Qualified Plans Subcommittee.

Canadian defined benefit and retiree welfare plans

The Company’s defined benefit plans in Canada include two registered final average pay pension plans, a non-registered supplemental final average pay pension plan and a retiree welfare plan, all of which have been closed to new members.

Actuarial valuations to determine the Company’s minimum funding contributions for the registered plans are required at least once every three years. Deficits revealed in the funding valuation must generally be funded over a period of not less than five years. For 2017, the required funding for these plans is expected to be $33. The supplemental non-registered pension plan is not funded.

The retiree welfare plan subsidizes the cost of life insurance, medical and dental benefits. These subsidies are a fixed dollar amount for those who retired after April 30, 2013 and will be eliminated for those who retire after 2019. There are no assets set aside for this plan.

The registered pension plans are governed by Pension Committees, while the supplemental non-registered plan is governed by the Board of Directors. The retiree welfare plan is governed by management.

(b) Risks

In final average pay pension plans and retiree welfare plans, the Company generally bears the material risks which include interest rate, investment, longevity and health care cost inflation risks. In defined contribution plans, these risks are typically borne by the employee. In cash balance plans, the interest rate, investment and longevity risks are partially transferred to the employee.

Material sources of risk to the Company for all plans include:

 

   

A decline in discount rates that increases the defined benefit obligations by more than the change in value of plan assets;

   

Lower than expected rates of mortality; and

   

For retiree welfare plans, higher than expected health care costs.

The Company has managed these risks through plan design and eligibility changes that have limited the size and growth of the defined benefit obligations. Investment risks for funded plans are managed through strategies aimed at improving the alignment between movements in the invested assets and movements in the obligations.

In the U.S., delegated committee representatives and management review the financial status of the qualified defined benefit pension plan at least monthly, and steps are taken in accordance with an established dynamic investment policy to reduce the risk in the plan as the funded status improves. As at December 31, 2016, the target asset allocation for the plan was 35% return-seeking assets and 65% liability-hedging assets.

In Canada, internal committees and management review the financial status of the registered defined benefit pension plans on at least a quarterly basis. As at December 31, 2016, the target asset allocation for the plan was 22% return-seeking assets and 78% liability-hedging assets with an ultimate target of 20% return-seeking assets and 80% liability-hedging assets by 2017. The asset allocation for the plan acquired from Standard Life is 64% return-seeking assets and 36% liability-hedging assets as at December 31, 2016.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         165


(c) Pension and retiree welfare plans

     Pension Plans             Retiree welfare plans  
For the years ended December 31,    2016      2015             2016      2015  

Changes in defined benefit obligation:

              

Ending balance prior year

   $ 4,823      $ 4,089         $ 713      $ 648  

Acquisitions

            483                   

Plan mergers (1)

     143                          

Current service cost

     52        54           1        1  

Past service cost

     (57                        

Interest cost

     196        183           28        27  

Plan participants’ contributions

     1        1           5        5  

Actuarial losses (gains) due to:

              

Experience

                      (2      (2

Demographic assumption changes

     (94      (4         (16       

Economic assumption changes

     116        (202         20        (10

Curtailment (gains) losses

            (9                 

Benefits paid

     (314      (342         (50      (52

Impact of changes in foreign exchange rates

     (99      570           (17      96  

Defined benefit obligation, December 31

   $   4,767      $   4,823         $   682      $   713  

 

     Pension plans             Retiree welfare plans  
For the years ended December 31,    2016      2015             2016      2015  

Change in plan assets:

              

Fair value of plan assets, ending balance prior year

   $ 4,122      $ 3,442         $ 635      $ 538  

Acquisitions

            406                   

Plan mergers (1)

     129                          

Interest income

     169        156           25        23  

Employer contributions

     106        119                  26  

Plan participants’ contributions

     1        1           5        5  

Benefits paid

     (314      (342         (50      (52

Administration costs

     (7      (6         (2      (1

Actuarial gains (losses)

     158        (167         8        (7

Impact of changes in foreign exchange rates

     (87      513           (18      103  

Fair value of plan assets, December 31

   $   4,277      $   4,122         $   603      $   635  

 

(1)  

In Canada, two smaller pension plans were merged into the primary Manulife pension plan in 2016. Amounts shown represent the value of the defined benefit obligations and assets transferred from the smaller plans into the primary Manulife plan.

(d) Amounts recognized in the Consolidated Statements of Financial Position

     Pension plans             Retiree welfare plans  
As at December 31,    2016      2015             2016      2015  

Development of net defined benefit liability

              

Defined benefit obligation

   $   4,767      $   4,823         $   682      $   713  

Fair value of plan assets

     4,277        4,122           603        635  

Deficit

     490        701           79        78  

Effect of asset limit (1)

                              

Deficit and net defined benefit liability

     490        701           79        78  

Deficit is comprised of:

              

Funded or partially funded plans

     (292      (133         (63      (61

Unfunded plans

     782        834           142        139  

Deficit and net defined benefit liability

   $ 490      $ 701         $ 79      $ 78  

 

(1)  

No reconciliation has been provided for the effect of the asset limit since there was no effect in either year. For the funded pension plans, the present value of the economic benefits available in the form of reductions in future contributions to the plans is significantly greater than the surplus that would be expected to develop.

 

166          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(e) Disaggregation of defined benefit obligation

 

     U.S. Plans             Canadian Plans  
     Pension plans      Retiree welfare plans             Pension plans      Retiree welfare plans  
As at December 31,    2016      2015      2016      2015             2016      2015      2016      2015  

Active members

   $ 637      $ 649      $ 38      $ 35         $ 403      $ 441      $ 20      $ 24  

Inactive and retired members

     2,528        2,685        502        540           1,199        1,048        122        114  

Total

   $   3,165      $   3,334      $   540      $   575         $   1,602      $   1,489      $   142      $   138  

(f) Fair value measurements

The major categories of plan assets and the actual per cent allocation to each category are as follows.

 

     U.S. Plans (1)             Canadian Plans (2)  
     Pension plans      Retiree welfare plans             Pension plans      Retiree welfare plans  
As at December 31, 2016    Fair value      % of total      Fair value      % of total             Fair value      % of total      Fair value      % of total  

Cash and cash equivalents

   $ 15        1%      $ 19        3%         $ 21        2%      $         

Equity securities (3)

     825        28%        150        25%           460        34%                

Debt securities

     1,834        62%        427        71%           809        60%                

Other investments (4)

     259        9%        7        1%           54        4%                

Total

   $   2,933        100%      $   603        100%         $   1,344        100%      $       –         
     U.S. Plans (1)             Canadian Plans (2)  
     Pension plans      Retiree welfare plans             Pension plans      Retiree welfare plans  
As at December 31, 2015    Fair value      % of total      Fair value      % of total             Fair value      % of total      Fair value      % of total  

Cash and cash equivalents

   $ 25        1%      $ 21        4%         $ 16        1%      $         

Equity securities (3)

     838        28%        161        25%           424        36%                

Debt securities

       1,866        63%          446        70%           678        58%                

Other investments (4)

     218        8%        7        1%           57        5%                

Total

   $ 2,947        100%      $ 635        100%         $   1,175        100%      $         

 

(1)  

All of the U.S. pension and retiree welfare plan assets have daily quoted prices in active markets, except for the private equity, timber and agriculture assets. In the aggregate, the latter assets represent approximately 6% of all U.S. pension and retiree welfare plan assets as at December 31, 2016 (2015 – 6%).

(2)  

All of the Canadian pension plan assets have daily quoted prices in active markets, except for the real estate, mortgage, and group annuity contract assets. In the aggregate, the latter assets represent approximately 3% of all Canadian pension plan assets as at December 31, 2016 (2015 – 3%).

(3)  

Equity securities include direct investments in MFC common shares of $1.1 (2015 – $1.0) in the U.S. retiree welfare plan and nil (2015 – nil) in Canada.

(4)  

Other U.S. plan assets include investment in private equity, timberland and agriculture, and managed futures in 2016. Other Canadian pension plan assets include investment in real estate, mortgages, a global absolute return strategy and a group annuity contract.

(g) Net benefit cost recognized in the Consolidated Statements of Income

Components of the net benefit cost for the pension plans and retiree welfare plans were as follows.

 

     Pension plans             Retiree welfare plans  
For the years ended December 31,    2016      2015             2016      2015  

Defined benefit current service cost (1)

   $ 52      $ 54         $ 1      $ 1  

Defined benefit administrative expenses

     7        6           2        1  

Past service cost amendments (2)

     (57                        

Past service cost curtailments

            (9                 

Service cost

     2        51           3        2  

Interest on net defined benefit (asset) liability (1)

     27        27           3        4  

Defined benefit cost

     29        78           6        6  

Defined contribution cost

     69        68                   

Net benefit cost

   $     98      $     146         $       6      $     6  

 

(1)  

Includes service and interest costs for the two plans merged into the primary Manulife plan for the period from August 1, 2016 to December 31, 2016.

(2)  

Past service cost amendments include ($55) reflecting the removal of the advance provision made in prior years for continuing non-contractual, ad-hoc increases in pension for Standard Life retirees.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         167


(h) Re-measurement effects recognized in Other Comprehensive Income

     Pension plans             Retiree welfare plans  
For the years ended December 31,    2016      2015             2016      2015  

Actuarial gains (losses) on defined benefit obligations:

              

Experience

   $      $         $ 2      $ 2  

Demographic assumption changes

     94        4              16         

Economic assumption changes

     (116         202           (20        10  

Return on plan assets greater (less) than discount rate

     158        (167         8        (7

Total re-measurement effects

   $    136      $ 39         $ 6      $ 5  

(i) Assumptions

The key assumptions used by the Company to determine the defined benefit obligation and net benefit cost for the defined benefit pension plans and retiree welfare plans were as follows.

 

     U.S. Plans             Canadian Plans  
     Pension plans      Retiree welfare plans             Pension plans      Retiree welfare plans  
For the years ended December 31,    2016      2015      2016      2015             2016      2015      2016      2015  

To determine the defined benefit obligation at end of year (1) :

                          

Discount rate

     4.1%        4.4%        4.1%        4.3%           3.9%        4.1%        4.0%        4.1%  

Initial health care cost trend rate (2)

     n/a        n/a        8.8%        9.0%           n/a        n/a        6.0%        6.1%  

To determine the defined benefit cost for the year (1) :

                          

Discount rate

     4.4%        4.0%        4.3%        3.9%           4.1%        3.8%        4.1%        4.0%  

Initial health care cost trend rate (2)

     n/a        n/a        9.0%        8.3%           n/a        n/a        6.1%        6.3%  
(1)  

Inflation and salary increase assumptions are not shown as they do not materially affect obligations and cost.

(2)  

The health care cost trend rate used to measure the U.S. based retiree welfare obligation was 8.8% grading to 5.0% for 2032 and years thereafter (2015 – 9.0% grading to 5.0% for 2032) and to measure the net benefit cost was 9.0% grading to 5.0% for 2032 and years thereafter (2015 – 8.3% grading to 5.0% for 2028). In Canada, the rate used to measure the retiree welfare obligation was 6.0% grading to 4.8% for 2026 and years thereafter (2015 – 6.1% grading to 4.8% for 2026) and to measure the net benefit cost was 6.1% grading to 4.8% for 2026 and years thereafter (2015 – 6.3% grading to 4.8% for 2026).

Assumptions regarding future mortality are based on published statistics and mortality tables. The current life expectancies underlying the values of the obligations in the defined benefit pension and retiree welfare plans are as follows.

 

As at December 31, 2016    U.S.      Canada  

Life expectancy (in years) for those currently age 65

     

Males

     22.4        22.7  

Females

     23.9        24.6  

Life expectancy (in years) at age 65 for those currently age 45

     

Males

     23.9        23.8  

Females

     25.4        25.6  

(j) Sensitivity of assumptions on obligation

Assumptions used can have a significant effect on the obligations reported for defined benefit pension and retiree welfare plans. The potential impact on the obligations arising from changes in the key assumptions is set out in the following table. The sensitivities assume all other assumptions are held constant. In actuality, interrelationships with other assumptions may exist.

 

As at December 31, 2016    Pension plans      Retiree welfare plans  

Discount rate:

     

Impact of a 1% increase

   $ (452    $ (66

Impact of a 1% decrease

     538        81  

Health care cost trend rate:

     

Impact of a 1% increase

     n/a        26  

Impact of a 1% decrease

     n/a        (22

Mortality rates (1) :

     

Impact of a 10% decrease

        116           18  

 

(1)  

If the actuarial estimates of mortality are adjusted in the future to reflect unexpected decreases in mortality, the effect of a 10% decrease in mortality rates at each future age would be an increase in life expectancy at age 65 of 0.9 years for U.S. males and females and 0.8 years for Canadian males and females.

(k) Maturity profile

The weighted average duration (in years) of the defined benefit obligations is as follows.

 

     Pension plans            Retiree welfare plans  
As at December 31,    2016      2015            2016      2015  

U.S. plans

     9.2        9.4          9.1        9.0  

Canadian plans

     12.7        13.6          14.2        14.2  

 

168          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(l) Cash flows – contributions

Total cash payments for all employee future benefits, comprised of cash contributed by the Company to funded defined benefit pension and retiree welfare plans, cash payments directly to beneficiaries in respect of unfunded pension and retiree welfare plans, and cash contributed to defined contribution pension plans, were as follows.

 

     Pension plans            Retiree welfare plans  
For the years ended December 31,    2016      2015            2016      2015  

Defined benefit plans

   $   106       $   119         $       –       $   26   

Defined contribution plans

     69         68                     

Total

   $ 175       $ 187         $       $ 26   

The Company’s best estimate of expected cash payments for employee future benefits for the year ending December 31, 2017 is $100 for defined benefit pension plans, $73 for defined contribution pension plans and $10 for retiree welfare plans.

Note 17     Interests in Structured Entities

In its capacities as an investor and as an investment manager, the Company has relationships with various types of entities designed to generate investment returns and/or fees. The Company also has relationships with entities that are used to facilitate financing for the Company. Some of these entities may have some or all of the following features: control is not readily identified based on voting rights; restricted activities designed to achieve a narrow objective; high amount of leverage; and/or highly structured capital. Such entities are identified as structured entities (individually “SE” or collectively “SEs”).

In assessing the significance of a SE for disclosure purposes, the Company considers the nature of its relationship with the SEs including whether they are sponsored by the Company (i.e. initially organized and managed by the Company). In addition, the significance of the relationship with the SE to the Company is assessed including consideration of factors such as the Company’s investment in the SE as a percentage of the Company’s total investments, returns from it as a percentage of total net investment income, its size as a percentage of total funds under management and the Company’s exposure to any other risks from its involvement with the SE.

The Company does not provide financial or other support to its SEs, without having a contractual obligation to do so.

The Company does not disclose its interests in Mezzanine Funds and Collateralized Debt Obligations within this note as these interests are not significant.

(a) Consolidated SEs

Investment SEs

The Company acts as an investment manager of timberlands and timber companies. The Company’s general fund and segregated funds invest in many of them. The Company has control over one timberland company which it manages, Hancock Victoria Plantations Holdings PTY Limited (“HVPH”). HVPH is a SE primarily because the Company’s employees exercise voting rights over it on behalf of other investors. As at December 31, 2016, the Company’s consolidated timber assets relating to HVPH was $920 (2015 – $891). The Company does not provide guarantees to other parties against the risk of loss from HVPH.

Financing SEs

The Company securitizes certain insured and variable rate commercial and residential mortgages and HELOC. This activity is facilitated by consolidated entities that are SEs because their operations are limited to issuing and servicing the Company’s capital. Further information regarding the Company’s mortgage securitization program is included in note 4.

(b) Unconsolidated SEs

Investment SEs

The table below presents the Company’s investment and maximum exposure to loss related to significant unconsolidated investment SEs, some of which are sponsored by the Company. The Company does not provide guarantees to other parties against the risk of loss from these SEs.

 

     Company’s investment (1)           

Company’s maximum

exposure to loss (2)

 
As at December 31,    2016      2015            2016      2015  

Leveraged leases (3)

   $   3,369       $   3,549         $   3,369       $   3,549   

Timberland companies (4)

     736         648           749         677   

Real Estate companies (5)

     327         263                 327         263   

Total

   $ 4,432       $ 4,460         $ 4,445       $ 4,489   

 

(1)  

The Company’s investments in these unconsolidated SEs are included in invested assets and the Company’s returns from them are included in net investment income and AOCI.

(2)  

The Company’s maximum exposure to loss from each SE is limited to amounts invested in each, plus unfunded capital commitments, if any. The Company’s investment commitments are disclosed in note 18. The maximum loss is expected to occur only upon the entity’s bankruptcy/liquidation, or as a result of a natural disaster in the case of the timber companies, or foreclosure in the case of affordable housing companies.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         169


(3)  

These entities are statutory business trusts which use capital provided by the Company and senior debt provided by other parties to finance the acquisition of assets. These assets are leased to third-party lessees under long-term leases. The Company owns equity capital in these business trusts. The Company does not consolidate any of the trusts that are party to the lease arrangements because the Company does not have decision-making power over them.

(4)  

These entities own and operate timberlands. The Company invests in their equity and debt. The Company’s returns include investment income, investment advisory fees, forestry management fees and performance advisory fees. The Company does not control these entities because it either does not have the power to govern their financial and operating policies or does not have significant variable returns from them, or both.

(5)  

These entities, which include the Manulife U.S. REIT, own and manage commercial real estate. The Company invests in their equity. The Company’s returns include investment income, investment management fees, property management fees, acquisition/disposition fees, and leasing fees. The Company does not control these entities because it either does not have the power to govern their financial and operating policies or does not have significant variable returns from them, or both.

Financing SEs

The following table presents the Company’s interests and maximum exposure to loss from significant unconsolidated financing SEs.

 

     Company’s interests (1)  
As at December 31,    2016      2015  

Manulife Finance (Delaware), L.P. (2)

   $ 876      $   1,438  

Manulife Financial Capital Trust II (3)

     1,000        1,000  

Total

   $   1,876      $ 2,438  

 

(1)  

The Company’s interests include amounts borrowed from the SEs and the Company’s investment in their subordinate capital, and foreign currency and interest swaps with them, if any.

(2)  

This entity is a wholly-owned partnership used to facilitate the Company’s financing. Refer to notes 11, 12 and 18.

(3)  

This entity is an open-ended trust that is used to facilitate the Company’s financing. Refer to note 12.

(i) Other invested assets

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 and which have been assessed for control. This category includes, but is not limited to investments in power and infrastructure, oil and gas, private equity, real estate and agriculture, organized as limited partnerships and limited liability companies. The majority of these Other Entities are not sponsored by the Company. The Company believes that its relationships with these Other Entities are not individually significant. As such, the Company neither provides summary financial data for these entities nor individually assesses whether they are SEs. The Company’s maximum exposure to losses as a result of its relationships with Other Entities is limited to its investment in them and amounts committed to be invested but not yet funded. The income that the Company generates from these entities is recorded in net investment income and other comprehensive income. The Company does not provide guarantees to other parties against the risk of loss from these Other Entities.

(ii) Interest in securitized assets

The Company invests in mortgage/asset-backed securities issued by numerous securitization vehicles sponsored by other parties, including private issuers and government sponsored issuers, in order to generate investment returns which are recorded in net investment income. The Company does not own a controlling financial interest in any of the issuers. These securitization vehicles are SEs based on their narrow scope of activities and highly leveraged capital structures. Investments in mortgage/asset-backed securities are reported on the Consolidated Statements of Financial Position as debt securities and private placements, and their fair value and carrying value are disclosed in note 4. The Company’s maximum loss from these investments is limited to amounts invested.

Commercial mortgage backed securities (“CMBS”) are secured by commercial mortgages and residential mortgage backed securities (“RMBS”) are secured by residential mortgages. Asset backed securities (“ABS”) may be secured by various underlying assets including credit card receivables, automobile loans and aviation leases. The mortgage/asset backed securities that the Company invests in primarily originate in North America.

The following table outlines the securitized holdings by the type and asset quality.

 

     2016            2015  
As at December 31,    CMBS      RMBS      ABS      Total            Total  

AAA

   $ 943      $ 73      $ 1,253      $ 2,269        $ 2,183  

AA

                   393        393          110  

A

                   592        592          719  

BBB

     4               217        221          137  

BB and below

     16        1        21        38          66  

Total company exposure

   $   963      $   74      $   2,476      $   3,513        $   3,215  

(iii) Mutual funds

The Company sponsors and may invest in a range of public mutual funds with a broad range of investment styles. As sponsor the Company organizes mutual funds that implement investment strategies on behalf of current and future investors. The Company earns fees which are at market rates for providing advisory and administrative services to these mutual funds. Generally, the Company does not control its sponsored mutual funds because either the Company does not have power to govern their financial and operating policies, or its returns in the form of fees and ownership interests are not significant, or both. Certain mutual funds are SEs because their decision making rights are not vested in voting equity interests and their investors are provided with redemption rights.

 

170          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


The Company believes that its relationships with these mutual funds are not individually significant. As such, the Company neither provides summary financial data for these mutual funds nor individually assesses whether they are SEs. The Company’s interest in mutual funds is limited to its investment and fees earned, if any. The Company’s investments in mutual funds are recorded as part of its investment in public equities within the Consolidated Statements of Financial Position. For information regarding the Company’s invested assets, refer to note 4. The Company does not provide guarantees to other parties against the risk of loss from these mutual funds.

As sponsor, the Company’s investment in startup capital of mutual funds as at December 31, 2016 was $1,903 (2015 – $1,582). The Company’s retail mutual fund assets under management as at December 31, 2016 were $170,930 (2015 – $160,020).

Note 18    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 where the Company is a party ordinarily involve its activities as a provider of insurance protection or wealth management products, relating to reinsurance, or in its capacity as an investment adviser, employer, or taxpayer. Other life insurers and asset managers, operating in the jurisdictions in which the Company does business, have been subject to a wide variety of other types of actions, some of which resulted in substantial judgments or settlements against the defendants; it is possible that the Company may become involved in similar actions in the future. In addition, government and regulatory bodies in Canada, the United States, Asia and other jurisdictions where the Company conducts business 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.

Two class actions against the Company were certified and pending in Quebec and Ontario. The actions were based on allegations that the Company failed to meet its disclosure obligations related to its exposure to market price risk in its segregated funds and variable annuity guaranteed products. On January 31, 2017, we announced we reached an agreement to settle both of these class actions for a total payment of $69 million. The entire payment is covered by insurance and the Company made no admission of liability. The settlement agreement is subject to approval by both the Ontario and Quebec Courts.

Two putative class actions against John Hancock Life Insurance Company (U.S.A.) (“JHUSA”) are pending, one in New York and one in California, in which claims are made that JHUSA breached, and continues to breach, the contractual terms of certain universal life policies issued between approximately 1990 and 2006 by including impermissible charges in its cost of insurance (COI) calculations. The Company believes that its COI calculations have been, and continue to be, in accordance with the terms of the policies and intends to vigorously defend these actions. Both cases are in the discovery stage and it is premature to attempt to predict any outcome or range of outcomes for these matters.

(b) Investment commitments

In the normal course of business, various investment commitments are outstanding which are not reflected in the Consolidated Financial Statements. There were $7,505 (2015 – $5,680) of outstanding investment commitments as at December 31, 2016, of which $268 (2015 – $172) mature in 30 days, $2,665 (2015 – $1,743) mature in 31 to 365 days and $4,572 (2015 – $3,765) mature after one year.

(c) Letters of credit

In the normal course of business, third-party relationship banks issue letters of credit on the Company’s behalf. The Company’s businesses utilize letters of credit for which third parties are the beneficiaries, as well as for affiliate reinsurance transactions between its subsidiaries. As at December 31, 2016, letters of credit for which third parties are beneficiary, in the amount of $83 (2015 – $109), were outstanding.

(d) Guarantees

(i) Guarantees regarding Manulife Finance (Delaware), L.P. (“MFLP”)

MFC has guaranteed the payment of amounts on the $650 subordinated debentures due on December 15, 2041 issued by MFLP, a wholly-owned unconsolidated partnership.

(ii) Guarantees regarding The Manufacturers Life Insurance Company

On January 29, 2007, MFC provided a subordinated guarantee, as amended and restated on January 13, 2017, of Class A and Class B Shares of MLI and any other class of preferred shares that rank on a parity with Class A Shares or Class B Shares of MLI. For the following subordinated debentures issued by MLI, MFC has provided a subordinated guarantee on the day of issuance: $500 issued on February 17, 2012; $200 issued on February 25, 2013; $250 issued on November 29, 2013; $500 issued on February 21, 2014; $500 issued on December 1, 2014; $750 issued on March 10, 2015; $350 issued on June 1, 2015; and $1,000 issued on November 20, 2015.

On July 1, 2015, MFC provided a subordinated guarantee of $400 for the subordinated debentures assumed by MLI as part of the Standard Life acquisition on the wind up of the Standard Life Assurance Company of Canada (“SCDA”) on that date. SCDA was acquired by MLI on January 30, 2015.

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         171


The following table sets forth certain condensed consolidated financial information for MFC and MFLP.

Condensed Consolidated Statements of Income Information

 

For the year ended December 31, 2016    MFC
(Guarantor)
     MLI
consolidated
     Other
subsidiaries of
MFC on a
combined basis
     Consolidating
adjustments
     Total
consolidated
amounts
            MFLP  

Total revenue

   $ 518      $    53,051      $    1,941      $    (2,173)      $    53,337         $    44  

Net income (loss) attributed to shareholders

        2,929        3,455        (898      (2,557)        2,929           (1
For the year ended December 31, 2015    MFC
(Guarantor)
     MLI
consolidated
     Other
subsidiaries of
MFC on a
combined basis
     Consolidating
adjustments
     Total
consolidated
amounts
            MFLP  

Total revenue

   $ 401      $ 33,877      $ 1,491      $ (1,339    $ 34,430         $ 100  

Net income (loss) attributed to shareholders

     2,191        1,983        118        (2,101      2,191           28  

Condensed Consolidated Statements of Financial Position

 

As at December 31, 2016    MFC
(Guarantor)
     MLI
consolidated
     Other
subsidiaries of
MFC on a
combined basis
     Consolidating
adjustments
     Total
consolidated
amounts
            MFLP  

Invested assets

   $ 161      $   315,201      $ 6,507      $      $   321,869         $           6  

Total other assets

       48,073        99,718          15,136        (79,292      83,635           1,085  

Segregated funds net assets

            315,177                      315,177            

Insurance contract liabilities

            296,896        19,122        (18,513      297,505            

Investment contract liabilities

            3,275                      3,275            

Segregated funds net liabilities

            315,177                      315,177            

Total other liabilities

     6,402        66,999        1,539        (13,039      61,901           882  
As at December 31, 2015    MFC
(Guarantor)
     MLI
consolidated
     Other
subsidiaries of
MFC on a
combined basis
     Consolidating
adjustments
     Total
consolidated
amounts
            MFLP  

Invested assets

   $ 122      $ 301,645      $ 5,739      $      $ 307,506         $ 5  

Total other assets

     43,248        97,926        15,491        (74,549      82,116           1,651  

Segregated funds net assets

            313,249                      313,249            

Insurance contract liabilities

            284,647        18,197        (17,556      285,288            

Investment contract liabilities

            3,497                      3,497            

Segregated funds net liabilities

            313,249                      313,249            

Total other liabilities

     2,211        69,334        1,445        (14,091      58,899           1,447  

(iii) Guarantees regarding John Hancock Life Insurance Company (U.S.A.) (“JHUSA”)

Details of guarantees regarding certain securities issued or to be issued by JHUSA are outlined in note 23.

(e) Pledged assets

In the normal course of business, the Company pledges its assets in respect of liabilities incurred, strictly for the purpose of providing collateral for the counterparty. In the event of the Company’s default, the counterparty is entitled to apply the collateral in order to settle the liability. The pledged assets are returned to the Company if the underlying transaction is terminated or, in the case of derivatives, if there is a decrease in the net exposure due to market value changes.

The amounts pledged were as follows.

 

    2016            2015  
As at December 31,   Debt securities      Other            Debt securities      Other  

In respect of:

            

Derivatives

  $ 4,678      $ 99        $ 4,619      $ 20  

Regulatory requirements

    409        78          445        82  

Real estate

           22                 41  

Repurchase agreements

    255                 268         

Non-registered retirement plans in trust

           464                 455  

Other

    3        174          2        139  

Total

  $   5,345      $   837        $   5,334      $   737  

(f) Lease obligations

The Company has a number of operating lease obligations, primarily for the use of office space. The aggregate future minimum lease payments under non-cancelable operating leases are $966 (2015 – $1,056). Payments by year are included in the “Risk Management” section of the Company’s 2016 MD&A under Liquidity Risk.

 

172          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(g) 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 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.

Note 19    Segmented Information

The Company’s reporting segments are Asia, Canadian and U.S. 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. The significant product and service offerings of each segment are as follows:

Protection (Asia, Canadian and U.S. Divisions).  Offers a variety of individual life insurance and individual and group long-term care insurance. Products are distributed through multiple distribution channels, including insurance agents, brokers, banks, financial planners and direct marketing.

Wealth and Asset Management (Asia, Canadian and U.S. Divisions).  Offers pension contracts and mutual fund products and services. These businesses also offer a variety of retirement products to group benefit plans. These businesses distribute products through multiple distribution channels, including insurance agents and brokers affiliated with the Company, securities brokerage firms, financial planners, pension plan sponsors, pension plan consultants and banks.

Other Wealth (Asia, Canadian and U.S. Divisions). Includes annuities, single premium and banking products. Manulife Bank of Canada offers a variety of deposit and credit products to Canadian customers. Annuity contracts provide non-guaranteed, partially guaranteed and fully guaranteed investment options through general and separate account products. These businesses distribute products through multiple distribution channels, including insurance agents and brokers affiliated with the Company, financial planners and banks.

Corporate and Other Segment.  Comprised of investment performance on assets backing capital, net of amounts allocated to operating divisions and financing costs; external asset management business; Property and Casualty (“P&C”) Reinsurance Business; as well as run-off reinsurance operations including variable annuities and accident and health.

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 using a risk based methodology. The Consolidated Statements of Income impact of changes in actuarial methods and assumptions (refer to note 8) is reported in the Corporate and Other segment.

The 2015 assets and earnings (net investment income and income tax recovery (expense)) on assets backing capital allocated to each operating segment have been reclassified to align with the methodology used in 2016.

By segment

 

As at and for the year ended

December 31, 2016

   Asia Division     Canadian
Division
    U.S. Division     Corporate
and Other
    Total  

Revenue

          

Premium income

          

Life and health insurance

   $ 12,111      $ 4,366      $ 6,703      $ 88      $ 23,268   

Annuities and pensions

     3,474        606        284               4,364   

Net premium income

     15,585        4,972        6,987        88        27,632   

Net investment income

     2,143        4,255        7,980        146        14,524   

Other revenue

     1,566        3,480        5,591        544        11,181   

Total revenue

     19,294        12,707        20,558        778        53,337   

Contract benefits and expenses

          

Life and health insurance

     10,435        5,207        10,829        806        27,277   

Annuities and pensions

     2,913        1,179        2,765               6,857   

Net benefits and claims

     13,348        6,386        13,594        806        34,134   

Interest expense

     146        305        45        517        1,013   

Other expenses

     4,241        4,279        5,619        722        14,861   

Total contract benefits and expenses

     17,735        10,970        19,258        2,045        50,008   

Income (loss) before income taxes

     1,559        1,737        1,300        (1,267     3,329   

Income tax recovery (expense)

     (243     (250     (166     463        (196

Net income (loss)

     1,316        1,487        1,134        (804     3,133   

Less net income (loss) attributed to:

          

Non-controlling interests

     115                      28        143   

Participating policyholders

     60        1                      61   

Net income (loss) attributed to shareholders

   $ 1,141      $ 1,486      $ 1,134      $ (832   $ 2,929   

Total assets

   $   92,783      $   214,467      $   384,010      $   29,421      $   720,681   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         173


As at and for the year ended

December 31, 2015

   Asia Division     Canadian
Division
    U.S. Division     Corporate
and Other
    Total  

Revenue

          

Premium income

          

Life and health insurance

   $ 8,707      $ 3,926      $ 6,997      $ 90      $ 19,720   

Annuities and pensions

     2,788        504        913               4,205   

Premiums ceded, net of commission and additional consideration relating to Closed Block reinsurance transaction (Note 3)

                   (7,996            (7,996

Net premium income

     11,495        4,430        (86     90        15,929   

Net investment income

     1,073        2,511        4,685        134        8,403   

Other revenue

     1,434        3,124        5,350        190        10,098   

Total revenue

     14,002        10,065        9,949        414        34,430   

Contract benefits and expenses

          

Life and health insurance

     6,724        4,201        (124     624        11,425   

Annuities and pensions

     2,488        584        2,844               5,916   

Net benefits and claims

     9,212        4,785        2,720        624        17,341   

Interest expense

     124        471        59        447        1,101   

Other expenses

     3,272        4,057        5,273        768        13,370   

Total contract benefits and expenses

     12,608        9,313        8,052        1,839        31,812   

Income (loss) before income taxes

     1,394        752        1,897        (1,425     2,618   

Income tax recovery (expense)

     (175     (279     (437     563        (328

Net income (loss)

     1,219        473        1,460        (862     2,290   

Less net income (loss) attributed to:

          

Non-controlling interests

     77                      (8     69   

Participating policyholders

     37        (7                   30   

Net income (loss) attributed to shareholders

   $ 1,105      $ 480      $ 1,460      $ (854   $ 2,191   

Total assets

   $   82,584      $   202,419      $   385,011      $   32,857      $   702,871   

The results of the Company’s business segments differ from geographic segmentation primarily as a consequence of segmenting the results of the Company’s Corporate and Other segment into the different geographic segments to which its businesses pertain.

By geographic location

 

For the year ended

December 31, 2016

   Asia      Canada      U.S.      Other      Total  

Revenue

              

Premium income

              

Life and health insurance

   $ 12,184       $ 3,909       $ 6,705       $ 470       $ 23,268   

Annuities and pensions

     3,474         606         284                 4,364   

Net premium income

     15,658         4,515         6,989         470         27,632   

Net investment income

     2,368         4,096         7,880         180         14,524   

Other revenue

     1,608         3,443         6,105         25         11,181   

Total revenue

   $ 19,634       $   12,054       $   20,974       $ 675       $ 53,337   

For the year ended

December 31, 2015

   Asia      Canada      U.S.      Other      Total  

Revenue

              

Premium income

              

Life and health insurance

   $ 8,776       $ 3,454       $ 6,999       $ 491       $ 19,720   

Annuities and pensions

     2,788         504         913                 4,205   

Premiums ceded, net of commission and additional consideration relating to Closed Block reinsurance transaction (Note 3)

                     (7,996              (7,996

Net premium income

     11,564         3,958         (84      491         15,929   

Net investment income

     1,128         2,884         4,273         118         8,403   

Other revenue

     1,455         2,891         5,740         12         10,098   

Total revenue

   $   14,147       $ 9,733       $ 9,929       $   621       $   34,430   

Note 20    Related Parties

(a) Transactions with related parties

Related party transactions have been in the normal course of business and taken place at terms that would exist in arm’s-length transactions.

 

174          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


(b) Transactions with certain related parties

Transactions with MFLP, a wholly owned unconsolidated partnership, and MFCT, a wholly owned unconsolidated trust, are described in note 11, 12 and 17.

(c) Compensation of key management personnel

The Company’s key management personnel are those personnel who have the authority and responsibility for planning, directing and controlling the activities of the Company. Directors (both executive and non-executive) and senior management are considered key personnel. Accordingly, the summary of compensation of key management personnel is as follows.

 

For the years ended December 31,    2016      2015  

Short-term employee benefits

   $ 33       $ 34   

Post-employment benefits

     3         3   

Share-based payments

     44         44   

Termination benefits

     4         1   

Other long-term benefits

     3         3   

Total

   $   87       $   85   

Note 21    Subsidiaries

The following is a list of Manulife’s directly and indirectly held major operating subsidiaries.

 

As at December 31, 2016

(100% owned unless otherwise noted in brackets beside company name)

  Address   Description

The Manufacturers Life Insurance Company

  Toronto, Canada   Leading Canadian-based financial services company that offers a diverse range of financial protection products and wealth management services

Manulife Holdings (Alberta) Limited

  Calgary, Canada   Holding company

John Hancock Financial Corporation

  Wilmington, Delaware, U.S.A.   Holding company

The Manufacturers Investment Corporation

  Michigan, U.S.A.   Holding company

John Hancock Life Insurance Company (U.S.A.)

  Michigan, U.S.A.   U.S. life insurance company licensed in all states, except New York

John Hancock Subsidiaries LLC

  Wilmington, Delaware, U.S.A.   Holding company

John Hancock Financial Network, Inc.

  Boston, Massachusetts, U.S.A.   Financial services distribution organization

John Hancock Advisers, LLC

  Boston, Massachusetts, U.S.A.   Investment advisor

John Hancock Funds, LLC

  Boston, Massachusetts, U.S.A.   Broker-dealer

Manulife Asset Management (US) LLC

  Wilmington, Delaware, U.S.A.   Asset management company

Hancock Natural Resource Group, Inc.

  Boston, Massachusetts, U.S.A.   Manager of globally diversified timberland and agricultural portfolios

John Hancock Life Insurance Company of New York

  New York, U.S.A.   U.S. life insurance company licensed in New York

John Hancock Investment Management Services, LLC

  Boston, Massachusetts, U.S.A.   Investment advisor

John Hancock Life & Health Insurance Company

  Boston, Massachusetts, U.S.A.   U.S. life insurance company licensed in all states

John Hancock Distributors LLC

  Wilmington, Delaware, U.S.A.   Broker-dealer

John Hancock Insurance Agency, Inc.

  Wilmington, Delaware, U.S.A.   Insurance agency

John Hancock Insurance Company of Vermont

  Vermont, U.S.A.   Captive insurance subsidiary

Manulife Reinsurance Limited

  Hamilton, Bermuda   Provides life and financial reinsurance to affiliates

Manulife Reinsurance (Bermuda) Limited

  Hamilton, Bermuda   Provides life and annuity reinsurance to affiliates

Manulife Bank of Canada

  Waterloo, Canada   Provides integrated banking products and service options not available from an insurance company

Manulife Asset Management Holdings (Canada) Inc.

  Toronto, Canada   Holding company

Manulife Asset Management Limited

  Toronto, Canada   Provides investment counseling, portfolio and mutual fund management in Canada

First North American Insurance Company

  Toronto, Canada   Property and casualty insurance company

NAL Resources Management Limited

  Calgary, Canada   Management company for oil and gas properties

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         175


As at December 31, 2016

(100% owned unless otherwise noted in brackets beside company name)

  Address   Description

Manulife Resources Limited

  Calgary, Canada   Holds oil and gas properties

Manulife Property Limited Partnership

  Toronto, Canada   Holds oil and gas royalties

Manulife Western Holdings Limited Partnership

  Calgary, Canada   Holds oil and gas properties

Manulife Property Limited Partnership II

  Toronto, Canada   Holds oil and gas royalties and foreign bonds and equities

Manulife Securities Investment Services Inc.

  Oakville, Canada   Mutual fund dealer for Canadian operations

Manulife Holdings (Bermuda) Limited

  Hamilton, Bermuda   Holding company

Manufacturers P & C Limited

  St. Michael, Barbados   Provides property and casualty reinsurance

Manulife Financial Asia Limited

  Hong Kong, China   Holding company

Manulife (Cambodia) PLC

  Phnom Penh, Cambodia   Life insurance company

Manufacturers Life Reinsurance Limited

  St. Michael, Barbados   Provides life and annuity reinsurance to affiliates

Manulife (Vietnam) Limited

  Ho Chi Minh City, Vietnam   Life insurance company

Manulife Asset Management (Vietnam) Company Limited

  Ho Chi Minh City, Vietnam   Fund management company

Manulife International Holdings Limited

  Hong Kong, China   Holding company

Manulife (International) Limited

  Hong Kong, China   Life insurance company

Manulife-Sinochem Life Insurance Co. Ltd. (51%)

  Shanghai, China   Life insurance company

Manulife Asset Management International Holdings Limited

  Hong Kong, China   Holding company

Manulife Asset Management (Hong Kong) Limited

  Hong Kong, China   Investment management and advisory company marketing mutual funds

Manulife Asset Management (Taiwan) Co., Ltd.

  Taipei, Taiwan   Asset management company

Manulife Life Insurance Company

  Tokyo, Japan   Life insurance company

Manulife Asset Management (Japan) Limited

  Tokyo, Japan   Investment management and advisory company and mutual fund business

Manulife Insurance (Thailand) Public Company Limited (91.9%) (1)

  Bangkok, Thailand   Life insurance company

Manulife Asset Management (Thailand) Company Limited (94.2%) (1)

  Bangkok, Thailand   Investment management company

Manulife Holdings Berhad (59.5%)

  Kuala Lumpur, Malaysia   Holding company

Manulife Insurance Berhad (59.5%)

  Kuala Lumpur, Malaysia   Life insurance company

Manulife Asset Management Services Berhad (59.5%)

  Kuala Lumpur, Malaysia   Asset management company

Manulife (Singapore) Pte. Ltd.

  Singapore   Life insurance company

Manulife Asset Management (Singapore) Pte. Ltd.

  Singapore   Asset management company

The Manufacturers Life Insurance Co. (Phils.), Inc.

  Makati City, Philippines   Life insurance company

Manulife Chinabank Life Assurance Corporation (60%)

  Makati City, Philippines   Life insurance company

PT Asuransi Jiwa Manulife Indonesia

  Jakarta, Indonesia   Life insurance company

PT Manulife Aset Manajemen Indonesia

  Jakarta, Indonesia   Investment management company marketing mutual funds and discretionary funds

Manulife Asset Management (Europe) Limited

  London, England   Investment management company for Manulife Financial’s international funds

Manulife Assurance Company of Canada

  Toronto, Canada   Life insurance company

EIS Services (Bermuda) Limited

  Hamilton, Bermuda   Investment holding company

Berkshire Insurance Services Inc.

  Toronto, Canada   Investment holding company

JH Investments (Delaware) LLC

  Boston, Massachusetts, U.S.A.   Investment holding company

Manulife Securities Incorporated

  Oakville, Canada   Investment dealer

Manulife Asset Management (North America) Limited

  Toronto, Canada   Investment advisor

Regional Power Inc.

  Mississauga, Canada   Developer and operator of hydro-electric power projects

John Hancock Reassurance Company Ltd.

  Hamilton, Bermuda   Provides life, annuity and long-term care reinsurance to affiliates

 

(1)  

MFC voting rights percentages are the same as the ownership percentages except for Manulife Insurance (Thailand) Public Company Limited and Manulife Asset Management (Thailand) Company Limited where MFC’s voting rights are 98.0% and 98.5% respectively.

 

176          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Note 22    Segregated Funds

The Company manages a number of segregated funds on behalf of policyholders. Policyholders are provided the opportunity to invest in different categories of segregated funds that respectively hold a range of underlying investments. The Company retains legal title to the underlying investments; however, returns from these investments belong to the policyholders. Accordingly, the Company does not bear the risk associated with these assets outside of guarantees offered on certain variable life and annuity products. The “Risk Management” section of the Company’s 2016 MD&A provides information regarding variable annuity and segregated fund guarantees.

The composition of net assets by categories of segregated funds was within the following ranges for the years ended December 31, 2016 and 2015.

 

     Ranges in per cent  
Type of fund    2016      2015  

Money market funds

     2 to 3%         2 to 3%   

Fixed income funds

     14 to 15%         12 to 16%   

Balanced funds

     22 to 24%         23 to 27%   

Equity funds

     59 to 61%         56 to 59%   

Money market funds consist of investments that have a term to maturity of less than one year. Fixed income funds primarily consist of investments in fixed grade income securities and may contain smaller investments in diversified equities or high-yield bonds. Relative to fixed income funds, balanced funds consist of fixed income securities and a larger equity investment component. The types of equity funds available to policyholders range from low volatility equity funds to aggressive equity funds. Equity funds invest in a varying mix of Canadian, U.S. and global equities.

The underlying investments of the segregated funds consist of both individual securities and mutual funds (collectively “net assets”), some of which may be considered to be structured entities. The carrying value and change in segregated funds net assets are as follows.

Segregated funds net assets

 

As at December 31,    2016      2015  

Investments at market value

     

Cash and short-term securities

   $ 4,524       $ 4,370   

Debt securities

     15,651         15,269   

Equities

     12,458         13,079   

Mutual funds

     278,966         277,015   

Other investments

     4,552         4,538   

Accrued investment income

     201         205   

Other assets and liabilities, net

     (644      (729

Total segregated funds net assets

   $ 315,708       $ 313,747   

Composition of segregated funds net assets

     

Held by policyholders

   $ 315,177       $ 313,249   

Held by the Company

     531         498   

Total segregated funds net assets

   $   315,708       $   313,747   

Total segregated funds net assets are presented separately on the Consolidated Statements of Financial Position. Fair value related information of segregated funds is disclosed in note 4(g).

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         177


Changes in segregated funds net assets

 

For the years ended December 31,    2016      2015  

Net policyholder cash flow

     

Deposits from policyholders

   $ 33,130       $ 32,785   

Net transfers to general fund

     (878      (798

Payments to policyholders

     (39,731      (41,174
       (7,479      (9,187

Investment related

     

Interest and dividends

     15,736         17,487   

Net realized and unrealized investment gains (losses)

     4,097         (16,080
       19,833         1,407   

Other

     

Management and administration fees

     (4,386      (4,337

Acquired from Standard Life

             32,171   

Impact of changes in foreign exchange rates

     (6,007      36,959   
       (10,393      64,793   

Net additions

     1,961         57,013   

Segregated funds net assets, beginning of year

     313,747         256,734   

Segregated funds net assets, end of year

   $   315,708       $   313,747   

Segregated funds assets may be exposed to a variety of financial and other risks. These risks are primarily mitigated by investment guidelines that are actively monitored by professional and experienced portfolio advisors. The Company is not exposed to these risks beyond the liabilities related to the guarantees associated with certain variable life and annuity products. Accordingly, the Company’s exposure to loss from segregated fund products is limited to the value of these guarantees.

These guarantee liabilities are recorded within the Company’s insurance contract liabilities. Assets supporting these guarantees are recognized in invested assets according to their investment type. The “Risk Management” section of the Company’s 2016 MD&A provides information regarding the risks associated with variable annuity and segregated fund guarantees.

Note 23    Information Provided in Connection with Investments in Deferred Annuity Contracts and Signature Notes Issued or Assumed by John Hancock Life Insurance Company (U.S.A.)

The following condensed consolidating financial information, presented in accordance with IFRS, and the related disclosure have been included in these Consolidated Financial Statements with respect to JHUSA in compliance with Regulation S-X and Rule 12h-5 of the United States Securities and Exchange Commission (the “Commission”). These financial statements are incorporated by reference in the MFC and its subsidiaries registration statements that are described below and which relate to MFC’s guarantee of certain securities to be issued by its subsidiaries.

JHUSA maintains a book of 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. These fixed investment period options that contain a market value adjustment feature are referred to as “MVAs”.

JHUSA may also sell medium-term notes to retail investors under its Signature Notes program.

Effective December 31, 2009, John Hancock Variable Life Insurance Company (the “Variable Company”) and John Hancock Life Insurance Company (the “Life Company”) merged with and into JHUSA. In connection with the mergers, JHUSA assumed the Variable Company’s rights and obligations with respect to the MVAs issued by the Variable Company and the Life Company’s rights and obligations with respect to the Signature Notes issued by the Life Company.

MFC fully and unconditionally guaranteed the payment of JHUSA’s obligations under the MVAs and under the Signature Notes (including the MVAs and Signature Notes assumed by JHUSA in the merger), and such MVAs and the Signature Notes were registered with the Commission. The Signature Notes and MVAs assumed or issued by JHUSA are collectively referred to in this note as the “Guaranteed Securities”. JHUSA is, and each of the Variable Company and the Life Company was, a wholly owned subsidiary of MFC.

MFC’s guarantees of the Guaranteed Securities 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 Guaranteed Securities.

The laws of the State of New York govern MFC’s guarantees of the Signature Notes issued or assumed by JHUSA and the laws of the Commonwealth of Massachusetts govern MFC’s guarantees of the MVAs issued or assumed by JHUSA. MFC has consented to the jurisdiction of the courts of New York and Massachusetts. 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

 

178          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


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 Signature Notes issued or assumed by JHUSA or a Massachusetts court on guarantees of the MVAs issued or assumed by JHUSA.

MFC is a holding company. MFC’s assets primarily consist of investments in its subsidiaries. MFC’s cash flows primarily consist of dividends and interest payments from its operating subsidiaries, offset by expenses and shareholder dividends and MFC stock repurchases. As a holding company, MFC’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.

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. For example, some of MFC’s subsidiaries are subject to restrictions prescribed by the ICA on their ability to declare and pay dividends. The restrictions related to dividends imposed by the ICA are described in note 14.

In the United States, insurance laws in Michigan, New York, Massachusetts and Vermont, the jurisdictions in which certain of MFC’s U.S. insurance company subsidiaries are domiciled, impose general limitations on the payment of dividends and other upstream distributions or loans by these insurance subsidiaries. These limitations are described in note 14.

In Asia, the insurance laws of the jurisdictions in which MFC operates 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.

There can be no assurance that any current or future regulatory restrictions in Canada, the United States or Asia will not impair MFC’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 IFRS, reflects the effects of the mergers and is provided in compliance with Regulation S-X and in accordance with Rule 12h-5 of the Commission.

Condensed Consolidated Statement of Financial Position

 

As at December 31, 2016    MFC
(Guarantor)
     JHUSA
(Issuer)
     Other
subsidiaries
     Consolidation
adjustments
    Consolidated
MFC
 

Assets

             

Invested assets

   $ 161       $ 109,063       $ 213,043       $ (398   $ 321,869   

Investments in unconsolidated subsidiaries

     47,758         6,457         17,504         (71,719       

Reinsurance assets

             51,537         10,069         (26,654     34,952   

Other assets

     315         28,718         41,723         (22,073     48,683   

Segregated funds net assets

             174,917         142,400         (2,140     315,177   

Total assets

   $ 48,234       $ 370,692       $ 424,739       $ (122,984   $ 720,681   

Liabilities and equity

             

Insurance contract liabilities

   $       $ 147,504       $ 177,524       $ (27,523   $ 297,505   

Investment contract liabilities

             1,251         2,027         (3     3,275   

Other liabilities

     252         28,892         41,653         (21,772     49,025   

Long-term debt

     5,689                 7                5,696   

Capital instruments

     461         627         6,226         (134     7,180   

Segregated funds net liabilities

             174,917         142,400         (2,140     315,177   

Shareholders’ equity

     41,832         17,501         53,912         (71,413     41,832   

Participating policyholders’ equity

                     248                248   

Non-controlling interests

                     742         1        743   

Total liabilities and equity

   $   48,234       $   370,692       $   424,739       $   (122,984   $   720,681   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         179


Condensed Consolidated Statement of Financial Position

 

As at December 31, 2015    MFC
(Guarantor)
     JHUSA
(Issuer)
     Other
subsidiaries
     Consolidation
adjustments
     Consolidated
MFC
 

Assets

              

Invested assets

   $ 122      $ 108,736      $ 199,031      $ (383    $ 307,506  

Investments in unconsolidated subsidiaries

     42,919        6,684        17,653        (67,256       

Reinsurance assets

            52,027        9,579        (26,180      35,426  

Other assets

     329        30,271        39,026        (22,936      46,690  

Segregated funds net assets

            178,421        136,753        (1,925      313,249  

Total assets

   $   43,370      $   376,139      $   402,042      $   (118,680    $   702,871  

Liabilities and equity

              

Insurance contract liabilities

   $      $ 147,401      $ 164,928      $ (27,041    $ 285,288  

Investment contract liabilities

            1,324        2,177        (4      3,497  

Other liabilities

     524        30,131        40,939        (22,243      49,351  

Long-term debt

     1,687               16        150        1,853  

Capital instruments

            1,209        7,185        (699      7,695  

Segregated funds net liabilities

            178,421        136,753        (1,925      313,249  

Shareholders’ equity

     41,159        17,653        49,266        (66,919      41,159  

Participating policyholders’ equity

                   187               187  

Non-controlling interests

                   591        1        592  

Total liabilities and equity

   $ 43,370      $ 376,139      $ 402,042      $ (118,680    $ 702,871  

Condensed Consolidated Statement of Income

 

For the year ended December 31, 2016    MFC
(Guarantor)
     JHUSA
(Issuer)
     Other
subsidiaries
     Consolidation
adjustments
     Consolidated
MFC
 

Revenue

              

Net premium income

   $      $ 5,021      $ 22,611      $      $ 27,632  

Net investment income (loss)

     475        6,191        9,102        (1,244      14,524  

Net other revenue

     43        2,569        11,108        (2,539      11,181  

Total revenue

     518        13,781        42,821        (3,783      53,337  

Contract benefits and expenses

              

Net benefits and claims

            10,340        24,748        (954      34,134  

Commissions, investment and general expenses

     11        3,272        13,016        (1,840      14,459  

Other expenses

     259        59        2,086        (989      1,415  

Total contract benefits and expenses

     270        13,671          39,850        (3,783      50,008  

Income (loss) before income taxes

     248        110        2,971               3,329  

Income tax (expense) recovery

     28        251        (475             (196

Income (loss) after income taxes

     276        361        2,496               3,133  

Equity in net income (loss) of unconsolidated subsidiaries

     2,653        211        572        (3,436       

Net income (loss)

   $   2,929      $ 572      $ 3,068      $ (3,436    $ 3,133  

Net income (loss) attributed to:

              

Non-controlling interests

   $      $      $ 143      $      $ 143  

Participating policyholders

            (48      61                 48        61  

Shareholders

     2,929        620        2,864        (3,484      2,929  
     $ 2,929      $ 572      $ 3,068      $ (3,436    $   3,133  

 

180          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Condensed Consolidated Statement of Income

 

For the year ended December 31, 2015    MFC
(Guarantor)
    JHUSA
(Issuer)
    Other
subsidiaries
    Consolidation
adjustments
    Consolidated
MFC
 

Revenue

          

Net premium income prior to Closed Block reinsurance

   $     $ 3,161     $   20,764     $     $   23,925  

Premiums ceded, net of commission and additional consideration relating to Closed Block reinsurance transaction

           (6,813     (1,766     583       (7,996

Net premium income

           (3,652     18,998       583       15,929  

Net investment income (loss)

     476       4,014       4,837       (924     8,403  

Net other revenue

     (75     2,110       11,069       (3,006     10,098  

Total revenue

     401       2,472       34,904       (3,347       34,430  

Contract benefits and expenses

          

Net benefits and claims

           (1,146     19,540       (1,053     17,341  

Commissions, investment and general expenses

     19       3,158       11,949       (2,114     13,012  

Other expenses

     185       267       1,187       (180     1,459  

Total contract benefits and expenses

     204           2,279         32,676       (3,347     31,812  

Income (loss) before income taxes

     197       193       2,228             2,618  

Income tax (expense) recovery

     (57     276       (547           (328

Income (loss) after income taxes

     140       469       1,681             2,290  

Equity in net income (loss) of unconsolidated subsidiaries

     2,051       80       549       (2,680      

Net income (loss)

   $   2,191     $ 549     $ 2,230     $ (2,680   $ 2,290  

Net income (loss) attributed to:

          

Non-controlling interests

   $     $     $ 69     $     $ 69  

Participating policyholders

                 31       (1     30  

Shareholders

     2,191       549       2,130       (2,679     2,191  
     $ 2,191     $ 549     $ 2,230     $   (2,680   $ 2,290  

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         181


Consolidated Statement of Cash Flows

 

For the year ended December 31, 2016   

MFC

(Guarantor)

    

JHUSA

(Issuer)

    

Other

subsidiaries

    

Consolidation

adjustments

    

Consolidated

MFC

 

Operating activities

              

Net income (loss)

   $    2,929       $ 572       $      3,068       $   (3,436    $ 3,133   

Adjustments for non-cash items in net income (loss)

              

Equity in net income of unconsolidated subsidiaries

     (2,653      (211      (572      3,436           

Increase (decrease) in insurance contract liabilities

             5,225         12,789                 18,014   

Increase (decrease) in investment contract liabilities

             58         (58                

(Increase) decrease in reinsurance assets

               (1,444      602                 (842

Amortization of (premium) discount on invested assets

             (5      83                 78   

Other amortization

     2         284         407                 693   

Net realized and unrealized (gains) losses and impairment on assets

     (9      (917      (1,878              (2,804

Deferred income tax expense (recovery)

     3         391         (629              (235

Stock option expense

             (1      20                 19   

Cash provided by operating activities before undernoted items

     272         3,952         13,832                 18,056   

Dividends from unconsolidated subsidiary

     1,950         111                 (2,061        

Changes in policy related and operating receivables and payables

     171         (1,290      99                 (1,020

Cash provided by (used in) operating activities

     2,393         2,773         13,931         (2,061      17,036   

Investing activities

              

Purchases and mortgage advances

     (32      (34,656      (69,371              (104,059

Disposals and repayments

             32,343         49,658                 82,001   

Changes in investment broker net receivables and payables

             (35      (151              (186

Investment in common shares of subsidiaries

     (5,706                      5,706           

Net cash decrease from purchase of subsidiaries and businesses

                     (495              (495

Capital contribution to unconsolidated subsidiaries

             (350              350           

Return of capital from unconsolidated subsidiaries

             1                 (1        

Notes receivables from affiliates

                     544         (544        

Notes receivable from parent

                     344         (344        

Notes receivable from subsidiaries

     (6      (40              46           

Cash provided by (used in) investing activities

     (5,744      (2,737      (19,471      5,213         (22,739

Financing activities

              

Increase (decrease) in repurchase agreements and securities sold but not yet purchased

                     (23              (23

Issue of long-term debt, net

     3,899                                 3,899   

Redemption of long-term debt

                     (158              (158

Issue of capital instruments, net

     479                                 479   

Redemption of capital instruments

                     (949              (949

Funds borrowed (repaid), net

             (1      (18              (19

Secured borrowings from securitization transactions

                     847                 847   

Changes in deposits from Bank clients, net

                     (157              (157

Shareholders’ dividends paid in cash

     (1,593                              (1,593

Dividends paid to parent

                     (2,061      2,061           

Contributions from (distributions to) non-controlling interests, net

                     10                 10   

Common shares issued, net

     66                 5,706         (5,706      66   

Preferred shares issued, net

     884                                 884   

Capital contributions by parent

                     350         (350        

Return of capital to parent

                     (1      1           

Notes payable to affiliates

             (544              544           

Notes payable to parent

                     46         (46        

Notes payable to subsidiaries

     (344                      344           

Cash provided by (used in) financing activities

     3,391         (545      3,592         (3,152      3,286   

Cash and short-term securities

              

Increase (decrease) during the year

     40         (509      (1,948              (2,417

Effect of foreign exchange rate changes on cash and short-term securities

     (1      (149      (197              (347

Balance, beginning of year

     122         4,445         12,435                 17,002   

Balance, end of year

     161         3,787         10,290                 14,238   

Cash and short-term securities

              

Beginning of year

              

Gross cash and short-term securities

     122         4,938         12,825                 17,885   

Net payments in transit, included in other liabilities

             (493      (390              (883

Net cash and short-term securities, beginning of year

     122         4,445         12,435                 17,002   

End of year

              

Gross cash and short-term securities

     161         4,317         10,673                 15,151   

Net payments in transit, included in other liabilities

             (530      (383              (913

Net cash and short-term securities, end of year

   $ 161       $ 3,787       $ 10,290       $       $   14,238   

Supplemental disclosures on cash flow information:

              

Interest received

   $       $    4,523       $ 5,966       $ 61       $ 10,550   

Interest paid

     210         144         1,397         (768      983   

Income taxes paid

     35         68         738                 841   

 

182          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Consolidated Statement of Cash Flows

 

For the year ended December 31, 2015   

MFC

(Guarantor)

    

JHUSA

(Issuer)

    

Other

subsidiaries

    

Consolidation

adjustments

    

Consolidated

MFC

 

Operating activities

              

Net income (loss)

   $    2,191       $ 549       $ 2,230       $ (2,680)       $ 2,290   

Adjustments for non-cash items in net income (loss)

              

Equity in net income of unconsolidated subsidiaries

     (2,051      (80      (549      2,680           

Increase (decrease) in insurance contract liabilities

             (3,223      10,675                 7,452   

Increase (decrease) in investment contract liabilities

             59         144                 203   

(Increase) decrease in reinsurance assets, excluding the impact of Closed Block reinsurance transaction

             830         561                 1,391   

Amortization of (premium) discount on invested assets

                     90                 90   

Other amortization

     2         105         473                 580   

Net realized and unrealized (gains) losses and impairment on assets

     (191      606         3,072                 3,487   

Deferred income tax expense (recovery)

     5         150         (498              (343

Stock option expense

                     16                 16   

Cash provided by operating activities before undernoted items

     (44      (1,004      16,214                 15,166   

Dividends from unconsolidated subsidiary

     4,000         398         291         (4,689        

Cash decrease due to Closed Block reinsurance transaction

             (1,336      (687              (2,023

Changes in policy related and operating receivables and payables

     38         1,429         (4,236              (2,769

Cash provided by (used in) operating activities

     3,994         (513      11,582         (4,689      10,374   

Investing activities

              

Purchases and mortgage advances

             (31,061)         (46,080)                 (77,141

Disposals and repayments

     179           29,893           36,870                   66,942   

Changes in investment broker net receivables and payables

             31         71                 102   

Investment in common shares of subsidiaries

     (2,392                      2,392           

Net cash decrease from purchase of subsidiaries and businesses

                     (3,808              (3,808

Capital contribution to unconsolidated subsidiaries

             (447              447           

Return of capital from unconsolidated subsidiaries

             59                 (59        

Notes receivable from parent

                     (31      31           

Notes receivable from subsidiaries

     30                 180         (210        

Cash provided by (used in) investing activities

     (2,183      (1,525      (12,798          2,601         (13,905

Financing activities

              

(Decrease) increase in repurchase agreements and securities sold but not yet purchased

                     (212              (212

Redemption of long-term debt

     (2,243                              (2,243

Issue of capital instruments, net

                     2,089                 2,089   

Redemption of capital instruments

     (350                              (350

Funds borrowed (repaid), net

             (39      (7              (46

Secured borrowings from securitization transactions

                     436                 436   

Changes in deposits from Bank clients, net

                     (351              (351

Shareholders’ dividends paid in cash

     (1,427                              (1,427

(Distributions to) contributions from non-controlling interests, net

                     61                 61   

Common shares issued, net

     37                 2,392         (2,392      37   

Dividends paid to parent

             (291      (4,398      4,689           

Gain (loss) on intercompany transaction

             18         (18                

Capital contributions by parent

                     447         (447        

Return of capital to parent

                     (59      59           

Notes payable to parent

             (180      (30      210           

Notes payable to subsidiaries

     31                         (31        

Cash provided by (used in) financing activities

     (3,952      (492      350         2,088         (2,006

Cash and short-term securities

              

Increase (decrease) during the year

     (2,141      (2,530      (866              (5,537

Effect of foreign exchange rate changes on cash and short-term securities

     3         1,056         1,043                 2,102   

Balance, beginning of year

     2,260         5,918         12,259                 20,437   

Balance, end of year

     122         4,444         12,436                 17,002   

Cash and short-term securities

              

Beginning of year

              

Gross cash and short-term securities

     2,260         6,311         12,508                 21,079   

Net payments in transit, included in other liabilities

             (393      (249              (642

Net cash and short-term securities, beginning of year

       2,260         5,918         12,259                 20,437   

End of year

              

Gross cash and short-term securities

     122         4,938         12,825                 17,885   

Net payments in transit, included in other liabilities

             (494      (389              (883

Net cash and short-term securities, end of year

   $ 122       $ 4,444       $ 12,436       $       $ 17,002   

Supplemental disclosures on cash flow information:

              

Interest received

   $ 11       $ 4,512       $ 5,422       $ (20    $ 9,925   

Interest paid

     212         131         1,135         (407      1,071   

Income taxes paid

             20         767                 787   

 

Notes to Consolidated Financial Statements   Manulife Financial Corporation   2016 Annual Report         183


Note 24    Comparatives

Certain comparative amounts have been reclassified to conform to the current year’s presentation.

 

184          Manulife Financial Corporation   2016 Annual Report   Notes to Consolidated Financial Statements


Additional Actuarial Disclosures

Source of Earnings

Manulife uses a Source of Earnings (“SOE”) to identify the primary sources of gains or losses in each reporting period. It is one of the key tools the Company uses to understand and manage its business. The SOE is prepared following OSFI’s regulatory guidelines, and in accordance with draft guidelines set out by the Canadian Institute of Actuaries (“CIA”). The SOE attributes each component of earnings to one of seven categories: expected profit from in-force business, the impact of new business, experience gains or losses (comparing actual to expected outcomes), the impact of management actions and changes in assumptions, earnings on surplus funds, other, and income taxes. In aggregate, these elements explain the $2,929 million of net income attributed to shareholders in 2016.

Each of these seven categories is described below:

Expected profit from in-force business represents the formula-driven release of Provisions for Adverse Deviation (“PfADs”) on non-fee income insurance businesses, the expected net income on fee businesses, and the planned margins on one-year renewable businesses such as Group Benefits. PfADs are a requirement of the Canadian Actuarial Standards of Practice, and represent additional amounts held in excess of the expected cost of discharging policy obligations in order to provide a margin of conservatism. These amounts are released over time as the Company is released from the risks associated with the policy obligations. The increase in 2016 over 2015 was primarily due to favourable currency movement, inforce volume growth in Asia, and lower amortization of deferred acquisition costs on in-force variable annuity business in the U.S.

For mutual fund and asset management businesses, all pre-tax income is reported in expected profit from in-force business except the non-capitalized acquisition expenses which are reported in “impact of new business”.

Impact of new business represents the financial impact of new business written in the period, including acquisition expenses. Writing new business creates economic value, which is offset by PfADs and other limits on capitalization of this economic value in actuarial liabilities. For businesses which do not have actuarial reserves, this represents the non-deferrable upfront cost of issuing the business. The new business gain in 2016 has improved compared to 2015, primarily due to higher insurance and other wealth sales volumes in Asia.

Experience gains or losses arise from items such as claims, policy persistency, fee income, and expenses, where the actual experience in the current period differs from the expected results assumed in the insurance and investment contract liabilities. It also includes experience gains or losses associated with actual investment returns and movements in investment markets differing from those expected on assets supporting insurance and investment contract liabilities. For the majority of businesses, the expected future investment returns underlying policy valuations are updated quarterly for investment market movements and this impact is also included in experience gains and losses. This component also includes the impact of currency changes to the extent they are separately quantified. Experience gains do not include the impact of management actions or changes in assumptions during the reporting period, which are reported in “Management actions and changes in assumptions”.

The experience losses in 2016 were primarily due to the unfavourable impact of interest rate movements, unfavourable segregated fund guarantee experience, and unfavourable policyholder experience. The impact of interest rate movements was driven by the unfavourable impact of lower corporate spreads in the U.S. and Canada, partially offset by the favourable impact of lower swap spreads in Canada. These losses were partially offset by favourable investment-related experience on general fund liabilities. The experience losses in 2015 were primarily driven by unfavourable investment-related experience on general fund liabilities driven by the impact of declines in commodity prices on our oil and gas related investments and unfavourable policyholder experience.

Management actions and changes in assumptions reflect the income impact of changes to valuation methods and assumptions for insurance and investment contract liabilities and other management initiated actions in the year that are outside the normal course of business. All changes in the methods and assumptions impacting insurance and investment contract liabilities are reported in the Corporate and Other (“Corporate”) segment. The 2016 pre-tax shareholders’ earnings impact of changes in methods and assumptions was a $610 million charge in 2016 compared to a $590 million charge in 2015. The $610 million charge in 2016 was primarily due to the U.S. Long Term Care triennial review, updates to economic reinvestment assumptions and updates to lapse rates for term life insurance products in Japan, partially offset by the impact of updates to U.S. Variable Annuities guaranteed minimum withdrawal benefit incidence and utilization assumptions. Note 8 of the Consolidated Financial Statements provides additional detail on the changes in actuarial methods and assumptions.

Impacts from material management action items reported in the Corporate segment in 2016 included gains from the sale of bonds designated as available-for-sale (“AFS”) and a gain related to the release of tax-related contingencies, partially offset by the expected cost of equity macro hedges and an update to tax timing assumptions related to the valuation of policy liabilities. Impacts from material management action items reported in the Corporate segment in 2015 included the expected cost of equity macro hedges.

Management action items reported in business segments are primarily driven by specific business unit actions. Management action items in Canada in 2016 included integration costs for the Standard Life acquisition. Management action items in the U.S. in 2016 included restructuring and impairment charges related to the discontinuance of new sales of the individual long-term care product. Management action items in Canada in 2015 included integration and acquisition costs for the Standard Life acquisition. Management action items in the U.S. in 2015 included integration and acquisition costs for the New York Life RPS acquisition and closed block reinsurance transaction.

 

Additional Actuarial Disclosures   Manulife Financial Corporation   2016 Annual Report         185


Earnings on surplus funds reflect the actual investment returns on assets supporting the Company’s surplus (shareholders’ equity). These assets comprise a diversified portfolio and returns will vary in line with the underlying asset categories.

Other represents pre-tax earnings items not included in any other line of the SOE, including the impact of non-controlling interests.

Income taxes represent tax charges to earnings based on the varying tax rates in the jurisdictions in which Manulife conducts business. In 2016 there were tax benefits in Corporate and in the U.S. as a result of the closure of multiple tax years in the U.S.

Manulife’s net income attributed to shareholders for the full year 2016 increased to $2,929 million from $2,191 million the previous year.

 

For the year ended December 31, 2016

(C$ millions)

   Asia     Canada     U.S.     Corporate
and Other
    Total          

Expected Profit from in-force business

   $ 1,240     $ 1,494     $ 2,224     $ 120     $ 5,078    

Impact of new business

     460       (177     (190     (65     28    

Experience gains (losses)

     (433     103       (1,105     (417     (1,852  

Management actions and changes in assumptions

     5       (21     (152     (427     (595  

Earnings (loss) on surplus funds

     146       353       533       (548     484    

Other

     (34     (16     (10     42       (18        

Income (loss) before income taxes

   $ 1,384     $ 1,736     $ 1,300     $ (1,295   $ 3,125    

Income tax (expense) recovery

     (243     (250     (166     463       (196        

Net income (loss) attributed to shareholders

   $   1,141     $   1,486     $   1,134     $   (832)     $   2,929          

For the year ended December 31, 2015

(C$ millions)

   Asia     Canada     U.S.     Corporate
and Other
    Total          

Expected Profit from in-force business

   $ 1,062     $   1,473     $ 2,043     $ 107     $ 4,685    

Impact of new business

     245       (168     (136     (43     (102  

Experience gains (losses)

     (176     (741     (411     75       (1,253  

Management actions and changes in assumptions

     (7     (112     (68     (1,038     (1,225  

Earnings (loss) on surplus funds

     159       297       488       (528     416    

Other

     (4     10       (17     9       (2        

Income (loss) before income taxes

   $ 1,279     $ 759     $ 1,899     $ (1,418   $ 2,519    

Income tax (expense) recovery

     (174     (279     (439     564       (328        

Net income (loss) attributed to shareholders

   $ 1,105     $ 480     $ 1,460     $ (854   $ 2,191          

Embedded Value

The embedded value (“EV”) as of December 31, 2016 will be disclosed at a later time.

 

186          Manulife Financial Corporation   2016 Annual Report   Additional Actuarial Disclosures


Board of Directors

Current as of February 13, 2017

“Director Since” refers to the year of first election to the Board of Directors of The Manufacturers Life Insurance Company.

 

Richard B. DeWolfe

Chairman of the Board

Manulife

Toronto, ON, Canada

 

Director Since: 2004

Donald A. Guloien

President and Chief Executive Officer

Manulife

Toronto, ON, Canada

 

Director Since: 2009

Joseph P. Caron

Principal and Founder

Joseph Caron Incorporated

West Vancouver, BC, Canada

 

Director Since: 2010

John M. Cassaday

Corporate Director

Toronto, ON, Canada

Director Since: 1993

  

Susan F. Dabarno

Corporate Director

Bracebridge, ON, Canada

 

Director Since: 2013

Sheila S. Fraser

Corporate Director

Ottawa, ON, Canada

 

Director Since: 2011

Luther S. Helms

Founder and Advisor

Sonata Capital Group

Paradise Valley, AZ, U.S.A.

 

Director Since: 2007

Tsun-yan Hsieh

Chairman

Linhart Group Pte Ltd.

Singapore, Singapore

Director Since: 2011

  

P. Thomas Jenkins

Chairman of the Board

OpenText Corporation

Canmore, AB, Canada

 

Director Since: 2015

Pamela O. Kimmet

Chief Human Resources Officer

Cardinal Health, Inc.

Atlanta, GA, U.S.A.

 

Director Since: 2016

Donald R. Lindsay

President and Chief Executive Officer

Teck Resources Limited

Vancouver, BC, Canada

 

Director Since: 2010

John R.V. Palmer

Corporate Director

Toronto, ON, Canada

Director Since: 2009

  

C. James Prieur

Corporate Director

Chicago, IL, U.S.A.

 

Director Since: 2013

Andrea S. Rosen

Corporate Director

Toronto, ON, Canada

 

Director Since: 2011

Lesley D. Webster

President

Daniels Webster Capital Advisors

Naples, FL, U.S.A.

Director Since: 2012

Executive Committee

Current as of February 13, 2017

 

Donald A. Guloien

 

President and Chief Executive Officer

Craig R. Bromley

Senior Executive Vice President and General Manager, U.S. Division

Steven A. Finch

 

Executive Vice President and Chief Actuary

 

Gregory A. Framke

Executive Vice President, Chief Information Officer

  

James D. Gallagher

Executive Vice President and General Counsel

Gretchen H. Garrigues

 

Executive Vice President, Global Chief Marketing Officer

Rocco (Roy) Gori

 

Senior Executive Vice President and General Manager, Asia

Marianne Harrison

 

Senior Executive Vice President and General Manager, Canadian Division

  

Scott S. Hartz

Executive Vice President, General Account Investments

Rahim Hirji

 

Executive Vice President and Chief Risk Officer

 

Stephani E. Kingsmill

Executive Vice President, Human Resources

 

Linda P. Mantia

Senior Executive Vice President and Chief Operating Officer

  

Timothy W. Ramza

Executive Vice President and Chief Innovation Officer

 

Stephen B. Roder

Senior Executive Vice President and Chief Financial Officer

Kai R. Sotorp

 

Executive Vice President, Global Business Head, Wealth and Asset Management

 

Warren A. Thomson

Senior Executive Vice President and Chief Investment Officer

 

Board of Directors and Executive Committee   Manulife Financial Corporation   2016 Annual Report         187


Office Listing

 

Corporate Headquarters

 

Manulife Financial Corporation

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 416 926-3000

 

Canadian Division

 

Head Office

500 King Street North

Waterloo, ON N2J 4C6

Canada

Tel: 519 747-7000

 

Group Benefits

25 Water Street South

Kitchener, ON N2G 4Z4

Canada

Tel: 519 747-7000

 

Individual Insurance

500 King Street North

Waterloo, ON N2J 4C6

Canada

Tel: 519-747-7000

 

International Group Program

200 Berkeley Street, B – 03 16

Boston, MA 02117

U.S.A.

Tel: 617 572-6000

 

International Group Program – Europe

John Hancock International Services S.A.

Avenue de Tervuren 270-272

B-1150 Brussels, Belgium

Tel: +32 02 775-2940

 

Manulife Investments

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 519 747-7000

 

Manulife Bank of Canada

500 King Street North

Waterloo, ON N2J 4C6

Canada

Tel: 519 747-7000

 

Manulife Advisory Services

1235 North Service Road West

Oakville, ON L6M 2W2

Canada

Tel: 905 469-2100

 

Affinity Markets

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 519 747-7000

 

Manulife Quebec

1245 Sherbrooke W, 17 th Floor

Montreal, QC H3G 1G3

Canada

Tel: 514 499-7999

 

U.S. Division

 

John Hancock Financial

 

Head Office and

U.S. Wealth Management

601 Congress Street

Boston, MA 02210

U.S.A.

Tel: 617 663-3000

 

U.S. Insurance

197 Clarendon Street

Boston, MA 02117

U.S.A.

Tel: 617 572-6000

 

 

  

 

Asia Division

 

Head Office

10/F, The Lee Gardens

33 Hysan Avenue

Causeway Bay

Hong Kong

Tel: +852 2510-5888

 

Cambodia

 

Manulife (Cambodia) PLC

8/F, Siri Tower,

104 Russian Federation Boulevard

Sangkat Toeuk Laak I,

Khan Toul Kork,

Phnom Penh, Cambodia

Tel: 855 23 965 999

 

China

 

Manulife-Sinochem Life Insurance Co. Ltd.

6/F, Jin Mao Tower

88 Century Boulevard

Pudong New Area

Shanghai 200121

P.R. China

Tel: +86 21 2069 8888 / +86 21 2069 8930

 

Manulife-Teda Fund Management Co., Ltd.

3/F, South Block, Winland

International Financial Center

No. 7 Financial Street

XiCheng District

Beijing 100033

P.R. China

Tel: +86 10 6657-7777

 

Hong Kong

 

Manulife (International) Limited

22/F, Tower A,

Manulife Financial Centre

223-231 Wai Yip Street

Kwun Tong, Kowloon

Hong Kong

Tel: +852 2510-5600

 

Manulife Provident Funds Trust Company Limited

22/F, Tower A,

Manulife Financial Centre

223-231 Wai Yip Street

Kwun Tong, Kowloon

Hong Kong

Tel: +852 2510-5600

 

Macau

 

Manulife (International) Limited

Avenida De Almeida Ribeiro No. 61

Circle Square, 14 andar A

Macau

Tel: +853 8398-0388

 

Indonesia

 

PT Asuransi Jiwa Manulife Indonesia

Sampoerna Strategic Square

Jl. Jend. Sudirman Kav 45-46

South tower

Jakarta 12930

Indonesia

Tel: +62 21 2555-7788

 

Japan

 

Manulife Life Insurance Company

30 th Floor, Tokyo Opera City

3-20-2 Nishi Shinjuku, Shinjuku-ku,

Tokyo, Japan 163-1430

Tel: +81 3 6331-7000

  

 

Malaysia

 

Manulife Holdings Berhad

Menara Manulife

No. 6 Jalan Gelenggang

Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: +60 3 2719-9228

 

Philippines

 

The Manufacturers Life Insurance Co. (Phils.), Inc.

16/F, LKG Tower

6801 Ayala Avenue

1226 Makati City

Philippines

Tel: +63 2 884-5433

 

Singapore

 

Manulife (Singapore) Pte Ltd.

51 Bras Basah Road

#09-00 Manulife Centre

Singapore 189554

Tel: +65 6737-1221

 

Thailand

 

Manulife Insurance (Thailand) Public Co. Ltd.

Manulife Place

364/30 Sri Ayudhaya Road

Rajthevi, Bangkok 10400

Thailand

Tel: +66 2 246-7650

 

Vietnam

 

Manulife (Vietnam) Limited

Manulife Plaza

75 Hoang Van Thai Street

Tan Phu Ward, District 7

Ho Chi Minh City

Vietnam

Tel: +84 8 5416-6888

 

P&C Reinsurance Division

 

Manulife Re

Manufacturers P&C Limited

The Goddard Building

Haggatt Hall

St. Michael, BB-11059

Barbados, West Indies

Tel: +246 228-4910

 

Investment Division

 

Manulife Asset Management Limited

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 416 852-2204

 

Manulife Asset Management (US) LLC

197 Clarendon Street

Boston, MA 02116

U.S.A.

Tel: 617 375-1500

 

Manulife Asset Management (Asia), a division of

Manulife Asset Management (Hong Kong) Limited

16/F, The Lee Gardens

33 Hysan Avenue

Causeway Bay, Hong Kong

Tel: +852 2910-2600

 

Manulife Asset Management (Japan) Ltd

15/F Marunouchi Trust Tower

North Building

1-8-1 Marunouchi, Chiyoda-ku

Tokyo, Japan 100-0005

Tel: +81 3 6267-1955

  

 

PT Manulife Aset Manajemen Indonesia

31/F, South Tower, Sampoerna

Strategic Square

Jl. Jend, Sudirman Kav. 45-46

Jakarta 12930

Indonesia

Tel: +6221 2555 7788

 

Manulife Asset Management Services Berhad

16 th Floor, Menara Manulife

No. 6 Jalan Gelenggang,

Damansara Heights

50490 Kuala Lumpur, Malaysia

Tel: +60 3 2719-9228

 

Manulife Asset Management (Singapore) Pte. Ltd.

51 Bras Basah Road

#11-02 Manulife Centre

Singapore 189554

Tel: +65 6501-5411

 

Manulife Asset Management (Taiwan) Co., Ltd

6/F, No. 89, Sungren Road, Taipei

11073

Taiwan, R.O.C.

Tel: +886 2 2757 5969

 

Manulife Asset Management (Thailand) Co., Ltd

6/F, Manulife Place

364/30 Sri Ayudhaya Road, Rajthevi

Bangkok, Thailand 10400

Tel: +66 2 246 7650

 

Manulife Asset Management (Vietnam) Co. Ltd

4/F, Manulife Plaza, 75 Hoang Van

Thai, Tan Phu Ward, District 7,

Ho Chi Minh City, Vietnam

Tel: +84 8 5416 6777

 

Manulife Asset Management (Europe) Limited

One London Wall

London EC2Y 5EA

United Kingdom

Tel: +44 20 7256-3500

 

Manulife Capital

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 416 852-7381

 

Mortgage Division

200 Bloor Street East

Toronto, ON M4W 1E5

Canada

Tel: 1 800 286-1909 (Canada)

       1 800 809-3082 (U.S.A.)

 

NAL Resources Management Limited

550 6 th Avenue S.W.

Suite 600

Calgary, AB T2P 0S2

Canada

Tel: 403 294-3600

 

Real Estate Division

250 Bloor Street East

15 th Floor

Toronto, ON M4W 1E5

Canada

Tel: 416 926-5500

 

Hancock Natural Resource Group

197 Clarendon Street C-08-99

Boston, MA 02116-5010

U.S.A.

Tel: 617 747-1600

 

188          Manulife Financial Corporation   2016 Annual Report   Office Listing


Glossary of Terms

 

Available-For-Sale (AFS) Financial Assets: Non-derivative financial assets that are designated as available-for-sale or that are not classified as loans and receivables, held-to-maturity investments, or held for trading.

Accumulated Other Comprehensive Income (AOCI): A separate component of shareholders’ equity which includes net unrealized gains and losses on AFS securities, net unrealized gains and losses on derivative instruments designated within an effective cash flow hedge, and unrealized foreign currency translation gains and losses. These items have been recognized in other comprehensive income and may be subsequently reclassified to net income. AOCI also includes remeasurement of pension and other post-employment plans, which is recognized in other comprehensive income and will never be reclassified to net income.

Assets Under Management and Administration (AUMA): A measure of the size of the Company. It is comprised of the non-GAAP measures assets under management (“AUM”), which includes both assets of general account and external client assets for which we provide investment management services, and assets under administration (“AUA”), which includes assets for which we provide administrative services only.

Book Value per Share: Ratio obtained by dividing common shareholders’ equity by the number of common shares outstanding at the end of the period.

Cash Flow Hedges: A hedge of the exposure to variability in cash flows associated with a recognized asset or liability, a forecasted transaction or a foreign currency risk in an unrecognized firm commitment that is attributable to a particular risk and could affect reported net income.

Constant Currency Basis: Amounts stated on a constant currency basis are calculated by applying the most recent quarter’s exchange rates to all prior periods.

Core Earnings (Loss): A measure to help investors better understand the long-term earnings capacity and valuation of the business. Core earnings excludes the direct impact of equity markets and interest rates as well as a number of other items that are considered material and exceptional in nature. While this metric is relevant to how we manage our business and offers a consistent methodology, it is not insulated from macro-economic factors, which can have a significant impact.

Deferred Acquisition Costs (DAC): Costs directly attributable to the acquisition of new business, principally agents’ compensation, which are capitalized on the Company’s Consolidated Statements of Financial Position and amortized into income over a specified period.

Embedded Value: A measure of shareholders’ value embedded in the current balance sheet of the Company, excluding any value associated with future new business.

Guarantee Value: Typically within variable annuity products, the guarantee value refers to the level of the policyholder’s protected account balance which is unaffected by market fluctuations.

Hedging: The practice of making an investment in a market or financial instrument for the purpose of offsetting or limiting potential losses from other investments or financial exposures.

Dynamic Hedging: A hedging technique which seeks to limit an investment’s market exposure by adjusting the hedge as the underlying security changes (hence, “dynamic”).

Macro hedging: An investment technique used to offset the risk of an entire portfolio of assets. A macro hedge reflects a more broad-brush approach which is not frequently adjusted to reflect market changes.

International Financial Reporting Standards (IFRS) : Refers to the international accounting standards in Canada, effective January 1, 2011; this was a change from Canadian Generally Accepted Accounting Principles (CGAAP).

Impaired Assets: Mortgages, debt securities and other investment securities in default where there is no longer reasonable assurance of collection.

In-Force: Refers to the policies that are currently active.

Long-Term Care (LTC) Insurance: Insurance coverage available on an individual or group basis to provide reimbursement for medical and other services to the chronically ill, disabled, or mentally challenged.

Minimum Continuing Capital and Surplus Requirements (MCCSR): The ratio of the available capital of a life insurance company to its required capital, each as calculated under the Office of the Superintendent of Financial Institutions’ (OSFI) published guidelines.

New Business Value (NBV): The change in shareholders’ economic value as a result of sales in the period. NBV is calculated as the present value of shareholders’ interests in expected future distributable earnings, after the cost of capital, on actual new business sold in the period using assumptions that are consistent with the assumptions used in the calculation of embedded value. NBV excludes businesses with immaterial insurance risks, such as Manulife’s wealth and asset management businesses and Manulife Bank.

New Business Strain : The initial expense of writing an insurance policy that is incurred when the policy is written, and has an immediate negative impact on the Company’s financial position. Over the life of the contract, future income (premiums, investment income, etc.) is expected to repay this initial outlay.

Other than Temporary Impairment (OTTI): A write down that is made if the institution does not expect the fair value of the security to recover prior to its maturity or the expected time of sale.

Premiums and Deposits: A measure of top line growth. The Company calculates premiums and deposits as the aggregate of (i) general fund premiums, net of reinsurance, reported as premiums on the Consolidated Statements of Income, (ii) segregated fund deposits, excluding seed money (“deposits from policyholders”), (iii) investment contract deposits, (iv) mutual fund deposits, (v) deposits into institutional advisory accounts, (vi) premium equivalents for “administration services

 

 

Glossary of Terms   Manulife Financial Corporation   2016 Annual Report         189


only” group benefits contracts (“ASO premium equivalents”), (vii) premiums in the Canadian Group Benefits reinsurance ceded agreement, and (viii) other deposits in other managed funds.

Policyholder Experience: The actual cost in a reporting period from contingent events such as mortality, lapse and morbidity compared to the expected cost in that same reporting period using best estimate valuation assumptions.

Provisions for Adverse Deviation (PfAD): The amounts contained in the insurance and investment contract liabilities that represent conservatism against potential future deterioration of best estimate assumptions. These PfADs are released into income over time, and the release of these margins represents the future expected earnings stream.

Insurance and Investment Contract Liabilities: The amount of money set aside today, together with the expected future premiums and investment income, that will be sufficient to provide for future expected policyholder obligations and expenses while also providing some conservatism in the assumptions. Expected assumptions are reviewed and updated annually.

Return on Common Shareholders’ Equity: A profitability measure that presents the net income available to common shareholders as a percentage of the average capital deployed to earn the income.

Sales, Gross Flows and Net Flows are measured according to product type:

Individual Insurance: New annualized premiums reflect the annualized premiums expected in the first year of a policy that requires premium payments for more than one year. Sales are reported gross before the impact of reinsurance. Single premiums are weighted at 10% and consist of the lump sum premium from the sale of a single premium product, e.g. travel insurance.

Group Insurance: Sales include new annualized premiums and ASO premium equivalents on new cases, as well as the addition of new coverages and amendments to contracts, excluding rate increases.

Other Wealth: Sales include all deposits into the Company’s mutual funds, college savings 529 plans, group pension/retirement savings products, private wealth and institutional asset management products.

Gross Flows: A measure for Manulife’s WAM businesses and includes all deposits into the Company’s mutual funds, college savings 529 plans, group pension/retirement savings products, private wealth and institutional asset management products.

Net Flows: A measure for Manulife’s WAM businesses and includes gross flows less redemptions for the Company’s mutual funds, college savings 529 plans, group pension/retirement savings products, private wealth and institutional asset management products.

Total Capital: Capital funding that is both unsecured and permanent in nature. Comprises of total equity (excluding AOCI on cash flow hedges), liabilities for preferred shares, and capital instruments. For regulatory reporting purposes, the numbers are further adjusted for various additions or deductions to capital as mandated by the guidelines used by OSFI.

Universal Life Insurance: A form of permanent life insurance with flexible premiums. The customer may vary the premium payment and death benefit within certain restrictions. The contract is credited with a rate of interest based on the return of a portfolio of assets held by the Company, possibly with a minimum rate guarantee, which may be reset periodically at the discretion of the Company.

Variable Annuity: Funds are invested in segregated funds (also called separate accounts in the U.S.) and the return to the contract holder fluctuates according to the earnings of the underlying investments. In some instances, guarantees are provided.

Variable Universal Life Insurance: A form of permanent life insurance with flexible premiums in which the cash value and possibly the death benefit of the policy fluctuate according to the investment performance of segregated funds (or separate accounts).

 

 

190          Manulife Financial Corporation   2016 Annual Report   Glossary of Terms


Shareholder Information

 

 

MANULIFE FINANCIAL CORPORATION

HEAD OFFICE

200 Bloor Street East

Toronto, ON Canada

M4W 1E5

Telephone 416 926-3000

Fax: 416 926-5454

Web site: www.manulife.com

 

ANNUAL MEETING OF SHAREHOLDERS

Shareholders are invited to attend the annual meeting of Manulife Financial Corporation to be held on May 4, 2017 at 11:00 a.m. in the

International Room at

200 Bloor Street East,

Toronto, ON, Canada M4W 1E5

 

STOCK EXCHANGE LISTINGS

Manulife Financial Corporation’s common shares are listed on:

Toronto Stock Exchange (MFC)

The New York Stock Exchange (MFC)

The Stock Exchange of Hong Kong (945)

Philippine Stock Exchange (MFC)

 

INVESTOR RELATIONS

Financial analysts, portfolio managers and other investors requiring financial information may contact our Investor Relations Department or access our Web site at www.manulife.com.

Fax: 416 926-6285

E-mail: investor_relations@manulife.com

 

SHAREHOLDER SERVICES

For information or assistance regarding your share account, including dividends, changes of address or ownership, lost certificates, to eliminate duplicate mailings or to receive shareholder material electronically, please contact our Transfer Agents in Canada, the United States, Hong Kong or the Philippines. If you live outside one of these countries please contact our Canadian Transfer Agent.

  

Direct Deposit of Dividends

Shareholders resident in Canada, the United States and Hong Kong may have their Manulife common share dividends deposited directly into their bank account. To arrange for this service please contact our Transfer Agents.

 

Dividend Reinvestment Program

Canadian and U.S. resident common shareholders may purchase additional common shares without incurring brokerage or administrative fees by reinvesting their cash dividend through participation in Manulife’s Dividend Reinvestment and Share Purchase Programs. For more information please contact our stock transfer agents: in Canada – CST Trust Company; in the United States – Computershare Inc.

 

For other shareholder issues please contact Manulife’s Shareholder Services department by calling toll free (within North America) to 1 800 795-9767, ext 221022; from outside North America dial 416 926-3000, ext 221022; via fax: 416 926-3503 or via e-mail to shareholder_services@manulife.com

 

More information

Information about Manulife Financial Corporation, including electronic versions of documents and share and dividend information is available online at www.manulife.com

 

TRANSFER AGENTS

Canada

CST Trust Company

P.O. Box 700 Station B

Montreal, QC

Canada H3B 3K3

Toll Free: 1 800 783-9495

Collect: 416 682-3864

E-mail: inquiries@canstockta.com

Online: www.canstockta.com

CST Trust Company offices are also located

in Toronto, Vancouver and Calgary.

  

United States

Computershare Inc

P.O. Box 30170

College Station, TX

United States 77842-3170

Toll Free: 1 800 249-7702

Collect: 201-680-6578

E-mail: web.queries@computershare.com

 

Online: www.computershare.com/Investor

Hong Kong

Computershare Hong Kong Investor

Services Limited

17M Floor, Hopewell Centre

183 Queen’s Road East

Wan Chai, Hong Kong

Telephone: 852 2862-8555

E-mail: hkinfo@computershare.com.hk

 

Online: www.computershare.com/Investor

Philippines

Rizal Commercial Banking Corporation

Ground Floor, West Wing,

GPL (Grepalife) Building,

221 Senator Gil Puyat Avenue,

Makati City, Metro Manila, Philippines

Telephone: 632 318-8567

E-mail: rcbcstocktransfer@rcbc.com

Online: www.rcbc.com

 

AUDITORS

Ernst & Young LLP

Chartered Accountants

Licensed Public Accountants

Toronto, Canada

MFC DIVIDENDS    

Common Share Dividends Paid for 2015 and 2016

      Record Date       Payment Date      

Per Share Amount

Canadian ($)

 

 

Year 2016

     

Fourth Quarter

    February 22, 2017       March 20, 2017       $  0.205  

Third Quarter

    November 22, 2016       December 19, 2016       $  0.185  

Second Quarter

    August 16, 2016       September 19, 2016       $  0.185  

First Quarter

    May 17, 2016       June 20, 2016       $  0.185  

Year 2015

     

Fourth Quarter

    February 24, 2016       March 21, 2016       $  0.185  

Third Quarter

    November 24, 2015       December 21, 2015       $    0.17  

Second Quarter

    August 18, 2015       September 21, 2015       $    0.17  

First Quarter

    May 20, 2015       June 19, 2015       $    0.17  

 

Common and Preferred Share Dividend Dates in 2017*

 

  * Dividends are not guaranteed and are subject to approval by the Board of Directors.  

 

Record date     Payment date  

Common and

Preferred Shares

    Common Shares       Preferred Shares  

February 22, 2017

    March 20, 2017       March 19, 2017  

May 16, 2017

    June 19, 2017       June 19, 2017  

August 22, 2017

    September 19, 2017       September 19, 2017  

November 21, 2017

    December 19, 2017       December 19, 2017  
 

 

Shareholder Information   Manulife Financial Corporation   2016 Annual Report         191


LOGO

 

About Manulife

 

Manulife Financial Corporation is a leading international financial services group that helps people achieve their dreams and aspirations, by putting customers’ needs first and providing the right advice and solutions. We operate as John Hancock in the United States and Manulife elsewhere. We provide financial advice, insurance, and wealth and asset management solutions for individuals, groups and institutions. At the end of 2016, we had approximately 35,000 employees, 70,000 agents, and thousands of distribution partners, serving more than 22 million customers. At the end of December 2016, we had $977 billion (US$728 billion) in assets under management and administration, and in the previous 12 months we made almost $26 billion in payments to our customers. Our principal operations are in Asia, Canada and the United States where we have served customers for more than 100 years. With our global headquarters in Toronto, Canada, we trade as ‘MFC’ on the Toronto, the New York, and the Philippine stock exchanges and under ‘945’ in Hong Kong. Follow Manulife on Twitter @ManulifeNews or visit www.manulife.com or www.johnhancock.com .

 

LOGO

 

LOGO      IR3929E

Exhibit 99.2

 

  Notice of annual meeting of common shareholders

 

 

  You’re invited to attend our 2017 annual meeting of   common shareholders

 

   When

   May 4, 2017

   11 a.m.

   (Eastern time)

 

   Where

   Manulife Head Office

   200 Bloor Street East

   Toronto, Canada

 

 

Four items of business

•    Receiving the consolidated financial statements and auditors’ report for the year ended December 31, 2016

•    Electing directors

•    Appointing the auditors

•    Having a say on executive pay

 

 

We’ll consider any other matters that are properly brought before the meeting, but we are not aware of any at this time.

 

The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and place.

 

Please read the voting section starting on page 12.

Your vote is important.

 

By order of the board of directors,

 

LOGO

Antonella Deo

Vice President and Corporate Secretary

 

March 8, 2017

 

 

 

Exhibit 99.3

 

 

Manulife Financial Corporation

Annual Meeting  |  May 4, 2017

 

Important information for shareholders

Your participation is important.

Please take some time to read

this document and vote.

 

LOGO


  Notice of annual meeting of common shareholders

 

 

  You’re invited to attend our 2017 annual meeting of   common shareholders

 

   When

   May 4, 2017

   11 a.m.

   (Eastern time)

 

   Where

   Manulife Head Office

   200 Bloor Street East

   Toronto, Canada

 

 

Four items of business

•    Receiving the consolidated financial statements and auditors’ report for the year ended December 31, 2016

•    Electing directors

•    Appointing the auditors

•    Having a say on executive pay

 

 

We’ll consider any other matters that are properly brought before the meeting, but we are not aware of any at this time.

 

The annual meeting for The Manufacturers Life Insurance Company will be held at the same time and place.

 

Please read the voting section starting on page 12.

Your vote is important.

 

By order of the board of directors,

 

LOGO

Antonella Deo

Vice President and Corporate Secretary

 

March 8, 2017

 

 

 


LOGO

 

 

Dear fellow shareholders

 

On behalf of the board of directors, we are pleased to invite you to the annual meeting of common shareholders of Manulife Financial Corporation, on May 4, 2017 at Manulife’s head office, 200 Bloor Street East, Toronto. As a holder of common shares you have the right to receive our financial statements and to vote your shares.

 

Our 2017 management information circular, which starts on page 10, includes important information that will help you understand what you will be voting on at the meeting. This summary highlights some key things to know, but we encourage you to read the entire circular before you vote your shares. Your feedback is integrated into the board’s decision-making process.

 

Listening to shareholders

Manulife believes that directly engaging with shareholders and other stakeholders is critical because it allows us to hear issues directly from the source, and to respond in a meaningful and timely way.

 

We have had an active shareholder outreach program for a number of years and this year we expanded the scope of our outreach to address the lower support we received for our executive compensation program at last year’s annual meeting of shareholders. While a majority of votes were cast in favour , support came in at 77%. We were disappointed by the result, and at the meeting I personally committed to speaking directly with shareholders to understand their concerns and to make the changes necessary to earn the full support of shareholders.

 

As Chairman, this past year I led 25 meetings and conference calls with approximately 50% of our institutional shareholder base. John Cassaday, the chair of the management resources and compensation committee, joined me at these meetings and we appreciated the candor and openness of shareholders. We covered a broad range of issues, but one important focus of the discussions was our executive compensation program, our levels of executive compensation relative to global peers and our performance against our short and long-term objectives.

 

These meetings provided us with tremendous insight into what shareholders value in our compensation program and what they believe we should improve. We also received similar feedback from other industry participants such as proxy advisory firms. Management including the CEO were a constructive part of this process, and together we made changes that ensure appropriate compensation in relation to peers that are

 

 

2017 Management information circular     1  


more effectively aligned with our financial results, strategic accomplishments and shareholder experience going forward:

 

1 We carried out a comprehensive review of our executive compensation program, including an extensive peer and industry review
2 We discussed several approaches and reviewed the concepts at a high level with shareholders
3 We simplified the compensation program, linked executive pay more closely to performance and improved alignment with shareholders
4 We tested our executive compensation designs rigorously, including back testing different performance measures, ranges and economic scenarios
5 We made appropriate adjustments to ensure that our compensation is in line with peers, including decreasing total compensation for our CEO and placing a greater emphasis on “at risk” components of executive compensation

 

Our performance in 2016

 

Manulife achieved strong operating results in 2016, ending the year with $4 billion in core earnings , an increase of 17% over the prior year, and achieving the target we set back in 2012. Full year net income attributed to shareholders rose to $2.9 billion – an increase of 34% over the prior year.

 

Total shareholder return (TSR) was 19.9% in 2016.

 

 

 

 

LOGO

 

 

 

On the basis of our strong operating results, and our outlook for growth going forward, the board approved an 11% increase to our dividend, marking our third consecutive year of increases, a cumulative increase of 58% over this period.

 

While these results are excellent, we actually had more ambitious targets for the year and our three-year TSR is still below the median of our peer group. As a result, the board awarded annual incentive payouts for me and others on the senior management team that were considerably lower than target, which is fair and reasonable.

 

 

 

It is unusual for a CEO to be speaking positively about a reduction in his compensation, but there are times when it is warranted. As CEO, my compensation has always been paid in U.S. dollars, and as a result of the appreciation in the U.S. dollar, the past increases awarded to me by the board, and the various changes within our compensation peer group, my compensation is high relative to the companies that we benchmark against. As a result, consistent with shareholder expectations, the board reduced my 2017 medium and long-term incentive awards by 25% and also eliminated restricted share units, focusing more on “at risk” longer-term incentives. Having been an investor most of my life, I see the investors’ point of view on relative compensation and pay for performance, including where it affects me; and the reality is that I feel passionately

    LOGO  

 

2   Manulife Financial Corporation


6 We improved the disclosure of our executive compensation program for 2016, the changes we are making for 2017 and the rationale for the compensation decisions approved by the board
7 We will implement the changes to our executive compensation program starting with the 2017 performance year

The board also placed special emphasis on the areas of strategy, risk and management succession during its 2016 meetings. The letters that follow from the CEO and the chair of the management resources and compensation committee further clarify the changes that were made to the executive compensation program and the discretion that was used with respect to the CEO pay decisions.

continued on page 8

 

that CEO compensation should be totally aligned to long-term shareholder value creation.

 

Here are some of the many financial highlights in 2016:

   In a challenging year for asset managers where many experienced large net redemptions, our gross flows in our wealth and asset management businesses were $120.5 billion, an increase of 3% compared with 2015; our net flows were $15.3 billion compared with $34.4 billion in 2015

   Insurance sales were $4.0 billion, an increase of 11% compared with 2015

   New business value was $1.2 billion, an increase of 22% from 2015

   Total assets under management and administration were $977 billion as at December 31, 2016, an increase of 6% compared with 2015

  

 

 

LOGO

 

Overall, our strong operating results and our strategic
progress in 2016, especially in our rapidly growing Asia and our wealth and asset management businesses, give us confidence in Manulife’s strength, continued momentum and success for the long term.

 

All of these results are reflected in the board’s decisions about the 2016 annual incentive awards and the 2017 salary and medium and long-term incentive awards, which you can read about in the chair of the management resources and compensation committee’s letter that follows.

 

LOGO

Donald A. Guloien

President and Chief Executive Officer

 

2017 Management information circular     3  


Executive compensation

 

Pay-for-performance is the underpinning principle of our compensation strategy and we have enhanced our approach over the years to strengthen this cornerstone. Our approach is focused on rewarding long-term sustainable growth and executing our business strategy. A large percentage of our executives’ compensation is in equity-based awards to make sure that executives’ and shareholders’ interests are aligned.

  LOGO

At last year’s annual meeting, a larger number of shareholders signaled concerns with our executive compensation program including the level of CEO pay awarded relative to both peers and performance. So in 2016, we engaged with our shareholders in addition to proxy advisory firms, listened to your concerns and took action:

 

  we simplified our compensation plans
  we linked pay more closely to performance
  we aligned compensation more closely with the shareholder experience.

We made these changes in direct response to what we heard in our meetings; to improve our evolving compensation program and the link between pay and company performance, including for the CEO. Changes to our executive compensation program will be implemented starting in 2017. You can read about the CEO’s compensation below and in his profile starting on page 82. You can also find a complete summary of the changes we are making to our 2017 compensation program on page 50.

 

Changes we made   How we made them

1. Simplified the

compensation

program

 

We reduced the number of performance measures in the annual incentive plan from seven to four measures and in the performance share unit plan from six to three measures

 

We eliminated the overlap in performance measures between our short term and longer term incentive plans

 

We extended the vesting and performance period for performance share units to three full years so they align more easily to our publicly reported results

2. Linked pay

more closely to

performance

 

We tied even more compensation to the achievement of business results by increasing the weighting of performance share units to 50% from 35% of equity-based awards for the CEO and senior executive vice presidents

 

We tightened the performance range on net income in the annual incentive plan

 

We reinforced the board’s ability to use discretion, including reducing the annual incentive award if relative TSR is low, even if the calculated result is high

 

We added another Canadian company to our peer group, as suggested by many shareholders, because it is a competitor for business, capital and talent

3. Improved the

alignment with

shareholders

 

We aligned the scorecard for the annual incentive plan more closely to how our shareholders look at our performance, focusing on earnings and our strategy

 

We made relative TSR a performance measure in our performance share unit plan rather than a modifier, increasing its impact on payouts

 

We added book value per share excluding AOCI – a capital measure – to our performance share unit plan

 

4   Manulife Financial Corporation


Key compensation highlights

In February of each year, the board makes the following compensation decisions regarding the named executives:

  the annual incentive awards based on the prior year’s results
  medium and long-term incentive awards that will be earned based on performance over future years
  increases to base salary and/or annual incentive targets, if any, for the upcoming year.

As set out in more detail starting on page 82, year-over-year compensation was generally down for our named executives reflecting the company’s short and longer-term performance relative to the goals we established and discretionary decisions made by the board:

 

  four of our five named executives were awarded a lower 2016 annual incentive than in 2015 reflecting a closer alignment of pay to our company performance
  the combined performance factor for the 2014 performance share units that paid out in 2016 was 75% primarily driven by both return on equity and net income results being below the performance objectives set for this grant, as well as Manulife’s three-year TSR being below the median of our performance peer group
  four of our five named executives did not receive a salary increase in 2017.

CEO compensation

As noted in the CEO letter, the 2016 annual incentive award he received was significantly reduced relative to his target and prior year award. This was done taking into consideration the changing compensation levels in our peer group, the depreciation of the Canadian dollar, input provided from our discussions with shareholders and a review of the company’s relative performance.

Specifically, in consultation with the CEO, the board used its discretion to reduce the CEO’s 2016 annual incentive award to 60% of target, below the calculated business performance score of 88%. This is 41% lower than the prior year. While there were many positive results in the year, we fell short of some of our ambitious targets and our three-year TSR was below the median of the peer group. Combined with his 2016 base salary and 2016 medium and long-term incentive awards which were approved in February 2016, the CEO’s 2016 U.S. dollar total direct compensation was 7% lower than 2015.

To ensure CEO compensation is more appropriately positioned relative to the compensation peer group, the board reduced the CEO’s medium and long-term incentive awards for 2017 to 75% of target and 25% lower than 2016. This reflects the board’s decision not to grant the CEO any RSUs. The resultant mix of 50% performance share units and 50% stock options aligns the CEO’s compensation directly with Manulife’s long-term performance and shareholder experience.

The combined impact of these decisions will be reflected in this and next year’s summary compensation table – however, we feel it is important for shareholders to understand the full impact of the decisions made by the board in February of this year.

 

2017 Management information circular     5  


The graph to the right shows the CEO’s U.S. dollar total direct compensation

awarded from 2014 to 2016, and his U.S. dollar total target direct compensation for 2017.

 

The accompanying table shows the decisions made for the CEO in 2016 and

2017. You can read more about the CEO’s compensation in his profile starting

on page 82.

 

The CEO’s compensation is shown in U.S. dollars because we have set compensation for the named executives in U.S. dollars since 2004. As a global company, we draw from an international talent pool for executive talent at the most senior levels where U.S. dollars is the most common basis of compensation.

   LOGO

 

      2014 ($)    2015 ($)    2016 ($)    2017 ($)
Base salary    1,325,000    1,358,125    1,358,125    1,358,125
Annual incentive    2,674,181    2,085,061    1,222,313    2,037,188 (target)
Medium and long-
term incentives
   7,950,000    8,148,750    8,148,750    6,111,562
Total direct compensation    11,949,181    11,591,936    10,729,188    9,506,875

 

     Compensation decisions for
2016 performance
  Compensation decisions for
2017 performance
     When the
decision is made
  Decisions
for 2016
  When the
decision is made
  Decisions
for 2017
Base salary   February 2016   No change   February 2017   No change
Annual incentive   February 2017   40% below target   February 2018   Target shown – actual will be based on 2017 performance
Medium and long-term incentives   February 2016   At target   February 2017   25% below target

Foreign exchange rates may impact how much the named executives receive depending on the currency in which they are paid. Accordingly, we take this into consideration when making compensation decisions to ensure our named executives are appropriately positioned relative to both our Canadian and U.S. peer companies (see the summary compensation table on page 96 for more information).

Compensation in line with our performance and our peers

Paying for performance is a core principle in the design of the executive compensation program at Manulife. Executives earn incentive awards based on corporate and

 

6   Manulife Financial Corporation


individual performance, which is assessed against pre-determined targets and our TSR compared to our peers.

We assess the effectiveness of our compensation program and its alignment to our pay for performance core principle by comparing the relationship between the CEO’s realized and realizable pay (as a percentage of his total target direct compensation) to our share price performance and our compensation peers. The graph on page 94 shows you that there is a close alignment between our CEO’s realized and realizable pay and Manulife’s TSR, compared to our peers.

 

Linking pay to shareholder value

We also look at whether our executive compensation program is aligned with the shareholder experience by comparing our TSR with what our executives actually earned – as realized pay (what was paid to them during the year in salary, annual incentive and payouts from the medium and long-term incentive plans), and realizable pay (the value of their unvested or unexercised medium and long-term incentives).

 

The graph to the right shows how the CEO’s realized and realizable pay has been consistent with what our shareholders have experienced – CEO pay was lower when our TSR was low, and appropriately higher when our TSR was higher.

  LOGO

Please see the CEO lookback table on page 85 for another way of looking at realized and realizable pay.

 

     2012     2013     2014     2015     2016  
Manulife TSR     30.0%       60.0%       8.7%       (3.7%)       19.9%  
S&P/TSX Composite Index total return     7.2%       13.0%       10.6%       (8.3%)       21.1%  
S&P/TSX Composite Financials Index     17.6%       23.7%       13.8%       (1.7%)       24.1%  
CEO realized and realizable pay at year-end     $9.0M       $31.3M       $17.1M       $5.1M       $37.8M  

Realized and realizable pay

Includes:

  cash compensation received for a given year, including salary, annual incentive earned, payouts of restricted share units and performance share units upon vesting and gains realized from exercising stock options, and
  the change in value of outstanding restricted share units, performance share units, stock options and deferred share units on December 31 of a given year compared to their value on December 31 of the previous year.

Total shareholder return

The change in value of an investment in Manulife’s common shares (or in the S&P/TSX Composite Index or S&P/TSX Composite Financials Index) between January 1 and December 31 of a given year, assuming dividends are reinvested.

 

2017 Management information circular     7  


 

We welcome your feedback at our annual meeting

Aligning compensation with long-term shareholder value is a core principle in the design of the executive compensation program at Manulife. This circular explains the compensation decisions we made for 2016 and for the 2017 salary and medium and long-term incentives. It also highlights how the changes we are making to the program will impact compensation in the future.

We are confident that the changes to the executive compensation program – simplifying the program, reinforcing pay for performance and strengthening the link between executive pay and shareholder interests – are responsive to your concerns.

We are holding another advisory vote on executive pay at our 2017 annual meeting and, as always, we welcome your feedback.

 

LOGO

John Cassaday

Chair of the Management Resources

and Compensation Committee

 

continued from page 3

 

Governance at Manulife

 

  

We believe that good corporate

governance is critical to our long-term
success – for us, our shareholders and
our customers. Our board of directors
sets the tone at the top, promoting a
strong culture of integrity and ethical
behaviour throughout our entire
organization.

 

LOGO

      

 

 

 

LOGO

  

 

Shareholder engagement

We and the board believe that engaging and communicating directly with shareholders and other stakeholders is important for providing timely and meaningful feedback. In addition to the extensive engagement on our executive compensation program, investors were invited to discuss a variety of other topics of interest to them. See page 127 for more about our shareholder engagement program.

 

 
 

 

8   Manulife Financial Corporation


This year, 15 people have been nominated for election to the board for a one-year term. All 15 were elected at our 2016 meeting. These directors have the mix of skills, experience and qualifications necessary for proper oversight and effective decision-making. You can read more about them starting on page 22.

 

      Director since        Independent        2016 votes  for  
Joseph Caron      2010          Yes          96.76%  
John Cassaday      1993          Yes          87.73%  
Susan Dabarno      2013          Yes          96.79%  
Richard DeWolfe      2004          Yes          99.44%  
Sheila Fraser      2011          Yes          98.98%  
Donald Guloien      2009          No          99.62%  
Luther Helms      2007          Yes          99.24%  
Tsun-yan Hsieh      2011          Yes          96.61%  
Thomas Jenkins      2015          Yes          99.32%  
Pamela Kimmet      2016          Yes          96.92%  
Donald Lindsay      2010          Yes          99.56%  
John Palmer      2009          Yes          99.53%  
James Prieur      2013          Yes          96.66%  
Andrea Rosen      2011          Yes          99.66%  
Lesley Webster      2012          Yes          96.73%  

 

Please read the circular and vote your shares

 

Your vote is important to us – we encourage you to attend the meeting or to vote by proxy (over the internet, by phone or by mail). See page 14 for details about how to vote.

 

The meeting will cover four items of business:

1. Receiving our financial statements

2. Voting to elect directors

3. Voting to appoint the auditors

4. Voting to have a ‘say on executive pay’

 

 

 

LOGO

  

 

 

Our 2017 annual meeting

 

When

May 4, 2017 at 11 a.m. (Eastern time)

 

Where

Manulife Head Office

200 Bloor Street East

Toronto, Canada

 

You will vote on all items except for the
financial statements. The board recommends you vote FOR these items.

 

If you attend the meeting in person, you will also have the opportunity to ask questions of the board and management.

LOGO

  

Richard B. DeWolfe

Chairman of the Board

  

 

2017 Management information circular     9  


LOGO   About this management
     information circular

We’ve sent this management information circular to you because you owned common shares of Manulife Financial Corporation as of the close of business on March 8, 2017. It includes important information about the meeting, the items of business to be covered and how to vote your shares.

You’re entitled to receive notice of and vote these shares at our 2017 annual meeting of shareholders.

Management is soliciting your proxy for the meeting, which means we’re contacting you to encourage you to vote. This will be done mainly by mail, but you may also be contacted by phone, including in connection with the use of the Broadridge QuickVote service. We have retained Kingsdale Advisors (Kingsdale), and they may assist us with this process. We pay the costs of the engagement with Kingsdale, which we expect to be approximately $40,000.

 

 

 

LOGO

  

 

In this document:

   we, us, our and Manulife mean Manulife Financial Corporation

   you, your and shareholder refer to holders of Manulife common shares

   circular means this management information circular

   meeting means our annual meeting of common shareholders on May 4, 2017

   common shares or shares means common shares of Manulife Financial Corporation

   Manufacturers Life means The Manufacturers Life Insurance Company

 

Information in this circular is as at February 28, 2017 and in Canadian dollars, unless indicated otherwise. Any information contained in, or otherwise accessible through, websites mentioned in this circular does not form a part of this document.

 

 

 

 

 

   

 

For more information

You can find financial information about Manulife in our annual report, which
includes our audited consolidated financial statements and management’s
discussion and analysis (MD&A) for the year ended December 31, 2016. The
Audit Committee section of our annual information form has information about
the audit committee including the committee charter.

 

These documents are available on manulife.com, on SEDAR (sedar.com) and on
EDGAR (sec.gov/edgar). You can also ask us for a copy of our annual report –
simply email us at shareholder_services@manulife.com

 

    

 

10   Manulife Financial Corporation


 

  Where to find it   LOGO

 

About the meeting

  13   

Who can vote

  14   

How to vote

  17   

What the meeting will cover

About the directors

  21   

Key things about the board

  22   

Director profiles

  37   

2016 board committee reports

  41   

How we pay our directors

Executive compensation

  50   

2017 executive compensation

program changes at a glance

  52   

Compensation discussion

and analysis

  52   

Our compensation philosophy

  54    How the board oversees compensation
  56   

Managing compensation risk

  60   

The decision-making process

  62    Benchmarking against our peers
  64   

Our compensation program and 2016 performance

  82   

Compensation of the named

executives

  96   

Executive compensation details

  96   

Summary compensation table

  98   

Equity compensation

103   

Retirement benefits

110   

Termination and change in control

116   

Compensation of employees who

have a material impact on risk

Governance at Manulife

120   

About the Manulife board

122   

Roles and responsibilities

122    Promoting a culture of
integrity and ethical behaviour
122   

Strategic planning

123   

Risk oversight

124    Leadership development and succession
127    Communications and shareholder engagement
128   

Board committees

129   

Serving as a director

129   

Serving on other boards

130   

Integrity

130   

Equity ownership

130   

Term limits

130   

Independence

131   

Diversity

132   

Skills and experience

134   

Director development

136   

Assessment

136   

Board succession

Other information

137   

Liability insurance

137   

Loans to directors and officers

137   

Directors’ approval

 

 

 

  LOGO    When you see this symbol, you will learn where you can find more information about a particular topic

 

2017 Management information circular     11  


LOGO   About the meeting

This year’s annual meeting is on May 4, 2017.

Read this section to find out who can vote, how you can vote and what you’ll be voting on.

 

Questions?

 

Call the transfer agent in your region or Kingsdale Advisors if you have any  questions:

Kingsdale Advisors  

1-888-518-1563 (for shareholders in North America)

416-867-2272 (for shareholders outside North America)

email: contactus@kingsdaleadvisors.com

Canada   CST
  1-800-783-9495
United States   Computershare
  1-800-249-7702
Hong Kong   Computershare
  852-2862-8555
Philippines   Rizal Commercial Banking Corporation
  632-318-8567

 

 

 

Where to find it   LOGO

 

Who can vote   13  
How to vote   14  
What the meeting will cover   17  

 

 

12   Manulife Financial Corporation


LOGO

ABOUT THE MEETING

 

Who can vote

 

If you held Manulife common shares as of 5 p.m. (Eastern time) on March 8, 2017 (the record date), you’re entitled to receive notice of and vote at our 2017 annual meeting. We had 1,975,994,427 common shares outstanding as of this date and each share carries one vote.  

 

LOGO

  

 

About quorum

Before the meeting can go ahead, at least two shareholders have to be present at the meeting, in person or by proxy.

 

 

    

We must receive a simple majority of votes cast for an item to be approved. We are not aware of any person who beneficially owns or exercises control or direction (directly or indirectly) over more than 10% of the voting rights attached to Manulife common shares.

Voting restrictions

If any person, an entity controlled by any person, or any person together with an entity he or she controls, beneficially owns more than 20% of the shares that can be voted, that person or entity cannot vote unless the Minister of Finance (Canada) allows it.

Common shares that are beneficially owned by the Government of Canada, any province or territory of Canada, any foreign government, or any political subdivision or agency of any of those entities cannot be voted, except under circumstances approved by the Minister of Finance (Canada).

 

2017 Management information circular     13  


 

 

 

How to vote

There are two ways to vote – by proxy or in person at the meeting. How you vote depends on whether you’re a registered shareholder, an ownership statement holder or a non-registered (beneficial) shareholder.

 

LOGO

 

See page 16 for important details about voting by proxy

   

Registered shareholders and ownership statement holders

(your package includes a proxy form)

 

You’re a registered shareholder if you have a share certificate in your name or your shares are recorded electronically in the Direct Registration System (DRS) maintained by our transfer agent.

 

You’re an ownership statement holder if you hold a share ownership statement that was issued when Manufacturers Life demutualized.

     

Vote by proxy

You or your authorized representative must sign the proxy form. If you’re a corporation or other legal entity, your authorized representative must sign the form.

   
u
 
  You can vote your shares in one of four ways:
    LOGO   On the internet – Go to the website indicated on your proxy form. You’ll need the personal identification/control number on the form.
    LOGO   By phone (Canada and U.S. only) – Call the toll-free number on the proxy form and follow the instructions. You’ll need the personal identification/control number on the form.
    LOGO   By mail – Complete your proxy form and return it in the envelope provided.
   

LOGO

  On your smartphone – Use the QR code found on your proxy form.
   

Your proxy must be received by 5 p.m. (Eastern time) on May 2, 2017 for your vote to be counted. If you’re mailing your proxy form, be sure to allow enough time for the envelope to be delivered. The time limit for the deposit of proxies may be waived by the Chairman at his discretion, without notice.

 

If the meeting is adjourned, your proxy must be received by 5 p.m. (Eastern time) two business days before the meeting is reconvened.

     

Vote in person at the meeting

You’ll need to bring identification with you to the meeting.

    u    

Check in with our transfer agent when you arrive at the meeting.

 

Do not complete the proxy form before the meeting because you’ll vote in person at the meeting.

     

Changing your vote

You can revoke your proxy form if you change your mind about how you want to vote your shares.

   
u
 
 

Sending new instructions with a later date on how you wish to vote will revoke the instructions you previously submitted.

 

You can send a new proxy on the internet, by phone or by mail, by following the instructions above.

 

Or send a notice in writing, signed by you or your authorized representative to: Corporate Secretary, Manulife Financial Corporation, 200 Bloor Street East, Toronto, Canada M4W 1E5.

 

Your new proxy must be received by 5 p.m. (Eastern time) on May 2, 2017 for your vote to be counted. If you’re mailing your new proxy form, be sure to allow enough time for the envelope to be delivered.

 

If the meeting is adjourned, your proxy must be received by 5 p.m. (Eastern time) two business days before the meeting is reconvened.

 

If you miss the deadline, you can only revoke your proxy by giving a notice in writing to the Chairman at the meeting before the meeting begins. The notice must be signed by you or your authorized representative.

 

14   Manulife Financial Corporation


LOGO

ABOUT THE MEETING

 

 

LOGO

 

See page 16 for important details about voting by proxy

   

Non-registered (beneficial) shareholders

(your package includes a voting instruction form)

 

You’re a non-registered shareholder if you hold your shares through an intermediary (a bank, trust company, securities broker or other financial institution). This means the shares are registered in your intermediary’s name and you’re the beneficial shareholder.

     

Vote by proxy

You or your authorized representative must sign the voting instruction form. If you’re a corporation or other legal entity, your authorized representative must sign the form.

    u     You can give your voting instructions in one of four ways:
    LOGO   On the internet – Go to the website indicated on your voting instruction form and follow the instructions on screen.
    LOGO   By phone (Canada and U.S. only) – Call the toll-free number on your voting instruction form and follow the instructions.
    LOGO   By mail – Complete your voting instruction form and return it in the envelope provided.
   

LOGO

  On your smartphone – Use the QR code found on your voting instruction form.
    Your intermediary must receive your voting instructions with enough time to act on your instructions. Check the form for the deadline for submitting your voting instructions. If you’re mailing your voting instruction form, be sure to allow enough time for the envelope to be delivered. The time limit for the deposit of proxies may be waived by the Chairman at his discretion, without notice.
     

Vote in person at the meeting

You’ll need to bring identification with you to the meeting.

    u    

Check in with our transfer agent when you arrive at the meeting.

 

Do not complete the voting instruction form before the meeting because you’ll vote in person at the meeting.

     

Changing your vote

You can revoke your voting instruction form if you change your mind about how you want to vote your shares.

    u     Follow the instructions on your voting instruction form, or contact your intermediary for more information.

 

2017 Management information circular     15  


 

 

 

More about voting by proxy

Voting by proxy is the easiest way to vote. It means you’re giving someone else (your proxyholder) the authority to attend the meeting and vote for you according to your instructions.

 

Donald A. Guloien, President and Chief Executive Officer or, failing him, Richard B. DeWolfe, Chairman (with full power of substitution) have agreed to act as Manulife proxyholders to vote your shares at the meeting according to your instructions.

 

If you do not name a different proxyholder when you sign your form, you’re authorizing Mr. Guloien or Mr. DeWolfe to act as your proxyholder to vote for you at the meeting according to your instructions.

    

 

About confidentiality and voting results

Our transfer agents independently count and tabulate the votes to maintain confidentiality. A proxy form or voting instruction form is only referred to us if it’s clear that a shareholder wants to communicate with the board or management, the validity of the form is in question, or the law requires it.

 

After the meeting we’ll post the voting results on manulife.com, on SEDAR (sedar.com) and on EDGAR (sec.gov/edgar).

If you do not indicate on the form how you want to vote your shares, Mr. Guloien or Mr. DeWolfe will vote:

  FOR the election of the 15 nominated directors in this circular
  FOR the appointment of Ernst & Young LLP as auditors
  FOR the advisory vote on our approach to executive compensation.

You can also appoint someone else to be your proxyholder – he or she does not need to be a Manulife shareholder. Print the person’s name in the blank space provided on the proxy form or voting instruction form. Remember to tell them so they know they must attend the meeting and vote your shares according to your instructions. If you do not specify how you want to vote your shares, your proxyholder can vote your shares using their best judgment.

If there are amendments to the items to be voted on or any other matters that are properly brought before the meeting or any adjournment, your proxyholder can vote your shares as they see fit.

 

 

Questions?

 

Call the transfer agent in your region or Kingsdale Advisors if you have any questions or to ask for a new proxy form (see page 12 for details).

 

16   Manulife Financial Corporation


LOGO

ABOUT THE MEETING

 

What the meeting will cover

The meeting will cover four items of business.

1. Financial statements (manulife.com)

We’ll present our 2016 consolidated financial statements and the auditors’ report on those financial statements. You can find a copy in our 2016 annual report on manulife.com.

2. Electing directors (see page 20)

You will elect 15 directors to serve on our board until either the end of next year’s annual meeting of shareholders, or earlier if they resign from the board. All 15 nominated directors currently serve on the board.

You can read about the nominated directors beginning on page 20.

The board recommends that you vote FOR the election of each nominated director.

3. Appointing the auditors

Ernst & Young LLP (Ernst & Young) have been our external auditors for over five years and the audit committee recommended that the board re-appoint them as our auditors for fiscal 2017 to serve until the end of our next annual meeting.

The table below lists the services Ernst & Young provided to Manulife and its subsidiaries in the last two fiscal years and the fees charged by them:

 

(in millions)    2016      2015  

Audit fees

     $30.3        $29.0  
Includes the audit of our financial statements as well as the financial statements of our subsidiaries, segregated funds, audits of statutory filings, prospectus services, report on internal controls, reviews of quarterly reports and regulatory filings                  

Audit-related fees

     $2.2        $2.6  
Includes consultation concerning financial accounting and reporting standards not classified as audit, due diligence in connection with proposed or consummated transactions and assurance services to report on internal controls for third parties                  

Tax fees

     $0.3        $0.1  
Includes tax compliance, tax planning and tax advice services                  

All other fees

     $0.4        $0.6  
Includes other advisory services                  
Total      $33.2        $32.3  

 

2017 Management information circular     17  


 

 

 

 

Our auditor independence policy requires the audit committee to pre-approve all audit and permitted non-audit services (including the fees and conditions) to be provided by the external auditor.

 

If a new service is proposed during the year that is outside the pre-approved categories or budget, it must be pre-approved by the audit committee, or by a member that the committee has appointed to act on its behalf.

 

The board recommends that you vote FOR the appointment of Ernst & Young as auditors.

 

4. Having a say on executive pay

 

(see page 49)

The board believes that compensation programs must be sound, fair, competitive with the market and support our strategy and progress.

 

 

LOGO


  

 

Audit committee review

The audit committee conducts a formal review of the external auditor every year and a more comprehensive review every five years. These reviews are based on recommendations by the Chartered Professional Accountants of Canada (CPA Canada) and the Canadian Public Accountability Board to assist audit committees in their oversight duties and the comprehensive review was last conducted in 2014, covering the five-year period ended December 31, 2013.

 

The 2016 review looked at the engagement partner and team, their independence and objectivity and the quality of audit work performed.

 

The board recognizes the increased scrutiny of executive compensation generally and believes that shareholders should have the opportunity to fully understand our compensation objectives, philosophy and principles, and have a say on our approach to executive compensation. As a result, we’re asking you to vote on the following resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that the shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2017 annual meeting of common shareholders of Manulife Financial Corporation.

This is an advisory vote, so the results are not binding. The board will, however, take the results into account, together with feedback received from other shareholder engagement activities, when making decisions about compensation policies, procedures and executive pay in the future.

Please see page 2 for an overview of our performance for the year, our executive compensation program and the impact that had on executive compensation for 2016. We also describe these in more detail starting on page 49. This disclosure has been approved by the board on the recommendation of the management resources and compensation committee.

The board recommends that you vote FOR our approach to executive compensation.

 

18   Manulife Financial Corporation


LOGO

ABOUT THE MEETING

 

If a significant number of shareholders oppose the resolution, the board will engage with shareholders (especially those who are known to have voted against it) to understand their concerns and will continue to review our approach to executive compensation in the context of those concerns. We encourage any shareholders who may vote against the resolution to contact the board to discuss their specific issues or concerns (see page 120 for details about how to contact the board and page 127 for details about our shareholder engagement activities).

 

 

LOGO


  

 

About shareholder proposals

We must receive shareholder proposals for our 2018 annual meeting by 5 p.m. (Eastern time) on December 9, 2017 to consider including them in next year’s circular. Submissions must be in writing and meet the requirements of the Insurance Companies Act (Canada), which you can find online at http://laws-lois.justice.gc.ca.

 

Send your proposal to:

Corporate Secretary

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario M4W 1E5

Canada

Fax: 416-926-3041

 

2017 Management information circular     19  


LOGO   About the directors

Read about the nominated directors before you vote your shares.

This year, 15 directors have been nominated for election to the board for a one-year term. All were elected at our 2016 meeting. These directors have the mix of skills, experience and qualifications necessary for proper oversight and effective decision-making.

 

LOGO

 

 

Where to find it   LOGO

 

Key things about the board    21
Director profiles    22
2016 board committee reports    37
How we pay our directors    41
 

 

 

20   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

Key things about the board

Gender diversity

We promote gender diversity on our board and introduced a formal diversity policy in 2014. Our objective is to have women make up at least 30% of our independent directors, and we’ve met this goal since 2013. We also had a female Chair of the board from 2008 to 2013. See page 131 for more about diversity.

Majority voting

Shareholders can vote for , or withhold their vote from, each director. Directors who receive more withheld than for votes must submit their resignation.

The corporate governance and nominating committee will review the details surrounding the resignation and report to the board. The board will accept the resignation unless there are exceptional circumstances. The board will decide within 90 days of the meeting and a news release will be issued disclosing the resignation or the reasons why the resignation was not accepted. The director will not participate in these deliberations. The resignation will be effective when it is accepted by the board.

This policy applies only in uncontested elections, where the number of nominated directors is the same as the number of directors to be elected.

Term limits

Independent directors can serve on the board for up to 12 years to balance the benefit of experience with the need for new perspectives. We introduced this policy in 2013, and at the same time eliminated the mandatory retirement age of 72. See page 130 for more information.

The Chairman can be in the role for a full five-year term regardless of the number of years the individual has been a director.

2016 attendance

The table below shows the number of board and committee meetings held in 2016 and overall attendance. Quorum for board meetings is a majority of the directors and directors are expected to attend all meetings of the board and the committees they’re members of, unless there are extenuating circumstances. Average attendance was 100% in 2016, and all but one director on the board at the time attended our 2016 annual meeting of shareholders.

 

      Number of
meetings
     Overall meeting
attendance
 
Board      9        100%  
Audit committee      6        100%  
Corporate governance and nominating committee      4        100%  
Management resources and compensation committee      8        100%  
Risk committee      6        100%  

 

2017 Management information circular     21  


 

 

 

Director profiles

 

   Richard B. DeWolfe (Chairman since 2013)
LOGO  

 

Westwood, MA, U.S.A.   Age 72   Independent

 

Areas of expertise

     Senior executive
     Public sector
     Financial
      Risk management
     U.S. operations | Governance
     Human resources management and executive compensation

Mr. DeWolfe’s extensive business, investment and leadership experience in the public and private sectors qualify him to serve as a Manulife director and Chairman. He brings governance expertise through previous experience as chairman of a public company and a director of several well known organizations in the U.S.

 

Richard DeWolfe has been Chairman since May 2, 2013, and is Managing Partner of DeWolfe & Company, LLC, a real estate management and investment consulting firm. He was Chairman and CEO of The DeWolfe Companies, Inc., the largest home ownership organization in New England, from 1992 to 2002. The DeWolfe Companies, Inc. was listed on the American Stock Exchange until it was acquired by Cendant Corporation in 2002.

 

He serves on the board of the following not-for-profit organizations: the American College of Corporate Directors, Massachusetts General Hospital (President’s Council), Boston University (Trustee Emeritus), The Boston Foundation (Director Emeritus), The Boston Center for Community and Justice (Honorary director), Wilson Center’s Canada Institute (Advisory Board) and Quissett Harbor Preservation Trust (Chairman) and Partners HealthCare System, Inc.

 

Mr. DeWolfe holds a Bachelor of Applied Science, Marketing and Finance from Boston University and an Executive Masters Professional Director Certification from the American College of Corporate Directors, a public company director education and credentialing organization.

 

Other public company boards in the past five years

Avantair, Inc., 2009-2013

 

 

 

 

 

 

   

Director since

April 2004

 

 

Term limit: 2018

 

 

2016 votes for:

99.44%

 

 

Meets share ownership

guidelines

 

 

14.16% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Mr. DeWolfe is not a member of the audit, management resources and compensation or risk committees, but attends at the invitation of the respective committee chair      
Audit     6 of 6       100%      
Corporate governance and nominating     4 of 4       100%      
Management resources and compensation     8 of 8       100%      
Risk     6 of 6       100%      

 

22   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

 

   Joseph P. Caron
LOGO  

 

Vancouver, BC, Canada   Age 69   Independent

 

Areas of expertise

     Senior executive
     Public sector
     International relations
     Asia operations | Governance
     Human resources management and executive compensation
     Technology

Mr. Caron brings business, government and international experience to the board, providing a well rounded perspective that positions him well to serve on our board, the management resources and compensation committee and as chair of the corporate governance and nominating committee.

 

Joseph Caron is Principal and Founder of Joseph Caron Incorporated, a consulting business established in 2010 to provide strategic counsel to Asian businesses seeking to grow in Canada and Canadian businesses and organizations focused on development in Asia. His experience includes four years with HB Global Advisors Corporation, the international consulting firm of Heenan Blaikie LLP (2010 to 2013), and almost four decades with the Government of Canada where he served in a number of key diplomatic posts, including Ambassador to the People’s Republic of China (2001 to 2005), Ambassador to Japan (2005 to 2008) and High Commissioner to the Republic of India (2008 to 2010). He also serves on the board of the Vancouver International Airport.

 

Mr. Caron holds a Bachelor of Arts in Political Science from the University of Ottawa. He holds honorary degrees from York University and Meiji Gakuin University, and has been named a Distinguished Fellow of the Asia Pacific Foundation and an Honorary Research Associate of the University of British Columbia’s Institute of Asian Research.

 

Other public company boards in the past five years

Westport Innovations Inc., 2013-June 2016

 

 

 

 

 

   

Director since

October 2010

 

 

Term limit: 2023

 

 

2016 votes for:

96.76%

 

 

Meets share ownership

guidelines

 

 

16.35% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Corporate governance and nominating (chair since May 2014)     4 of 4       100%      
Management resources and compensation     8 of 8       100%      

 

2017 Management information circular     23  


 

 

 

 

   John M. Cassaday
LOGO  

 

Toronto, ON, Canada   Age 63   Independent

 

Areas of expertise

     Senior executive
     Marketing
      Risk management
     Canada & U.S. operations | Governance
     Human resources management and executive compensation

Mr. Cassaday has strong business and senior executive experience and also serves on other public company boards. This experience qualifies him to serve on our board and the corporate governance and nominating committee and as chair of the management resources and compensation committee.

 

John Cassaday is currently a corporate director. Mr. Cassaday was previously President and Chief Executive Officer of Corus Entertainment Inc., a position he held since its inception in 1999 until his retirement on March 31, 2015. Corus is a Canadian leader in pay and specialty television and in Canadian radio and a global leader in children’s programming and licensing. Prior to Corus, Mr. Cassaday was Executive Vice President of Shaw Communications, President and Chief Executive Officer of CTV Television Network and President of Campbell Soup Company in Canada and the United Kingdom. He also serves on the board of Irving Oil Ltd. (non-public company).

 

Mr. Cassaday has an MBA (Dean’s List) from the Rotman School of Management at the University of Toronto.

 

Mr. Cassaday is eligible for re-election under the transitional provision of the term limits adopted in 2013 (see page 130).

 

Other public company boards in the past five years

Gibraltar Growth Corporation, 2015-present

Sleep Country Canada Holdings Inc., 2015-present

Spin Master Ltd., 2015-present

Sysco Corporation, 2004-present

Corus Entertainment Inc., 1999-March 2015

 

 

 

 

 

 

 

 

 

 

   

Director since

April 1993

 

 

Term limit: 2019

 

 

2016 votes for:

87.73%

 

 

Meets share ownership

guidelines

 

 

8.76% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Corporate governance and nominating     4 of 4       100%      
Management resources and compensation (chair since May 2011)     8 of 8       100%      

 

24   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

 

   Susan F. Dabarno
LOGO  

 

Bracebridge, ON, Canada   Age 64   Independent

 

Areas of expertise

     Senior executive                                 Technology
      Financial
     Global financial services executive |
Knowledge of investment management
     Canada operations | Governance
     Human resources management and executive compensation

Ms. Dabarno brings extensive financial services experience to the board and her roles in various executive capacities and accounting background qualify her to serve on the audit committee and management resources and compensation committee.

 

Susan Dabarno has been a corporate director since 2011. She has extensive wealth management and distribution expertise and served from 2009 to 2010 as Executive Chair, and from 2003 to 2009 as President and Chief Executive Officer, of Richardson Partners Financial Limited, an independent wealth management services firm. Before joining Richardson Partners Financial Limited, Ms. Dabarno was President and Chief Operating Officer at Merrill Lynch Canada Inc.

 

She is a former director of the Toronto Waterfront Revitalization Corporation (government funded organization) and Bridgepoint Health Foundation (not-for-profit).

 

Ms. Dabarno is a Chartered Professional Accountant and holds a Class II Diploma from McGill University.

 

Other public company boards in the past five years

People Corporation, 2011-2013

 

 

 

 

 

 

   

Director since

March 2013

 

 

Term limit: 2025

 

 

2016 votes for:

96.79%

 

 

Meets share ownership

guidelines

 

 

5.10% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit     6 of 6       100%      
Management resources and compensation     8 of 8       100%      

 

2017 Management information circular     25  


 

 

 

 

   Sheila S. Fraser
LOGO  

 

Ottawa, ON, Canada   Age 66   Independent

 

Areas of expertise

     Senior executive
     Public sector
     Financial
      Risk management
     Human resources management and executive compensation
     Technology

Ms. Fraser’s extensive professional experience and her contributions to the accounting and auditing profession qualify her to serve on our board, the risk committee and as chair of the audit committee. Her other board experience and international work provide an added perspective to her board and committee work.

 

Sheila Fraser is currently a corporate director. Ms. Fraser served as Auditor General of Canada from 2001 to 2011 and, prior to joining the Office of the Auditor General in 1999 as Deputy Auditor General, she was a partner at Ernst & Young LLP for 18 years.

 

Ms. Fraser’s contributions to the accounting and auditing profession include her current role as a Trustee of the International Financial Reporting Standards (IFRS) Foundation. She has also chaired two committees of the International Organization of Supreme Audit Institutions as well as the Public Sector Accounting Board of the Canadian Institute of Chartered Accountants and, until December 31, 2013, was a member of the International Federation of Accountants-International Public Sector Accounting Standards Board.

 

She also serves on the board of the International Institute for Sustainable Development – Experimental Lakes Area (not-for-profit).

 

Ms. Fraser holds a Bachelor of Commerce from McGill University and is a Fellow of the Institute of Chartered Professional Accountants of Ontario and the Ordre des comptables professionnels agréés du Québec.

 

Other public company boards in the past five years

Bombardier Inc., 2012-present

 

 

 

 

 

 

 

   

Director since November 2011

 

 

Term limit: 2024

 

 

2016 votes for:

98.98%

 

 

Meets share ownership

guidelines

 

 

17.30% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit (chair since May 2013)     6 of 6       100%      
Risk     6 of 6       100%      

 

26   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

   Donald A. Guloien (President and Chief Executive Officer)
LOGO  

 

Toronto, ON, Canada   Age 59   Not independent (management)

 

Areas of expertise

 

     Senior executive                                      Public sector
     Financial                                                   Risk management
     Global financial services executive |
Knowledge of investment management
     Asia, Canada & U.S. operations | Governance
     Human resources management and executive compensation
     Technology

 

As President and Chief Executive Officer of Manulife, Mr. Guloien is responsible for the day-to-day management of Manulife’s affairs. He brings extensive background, experience and knowledge as a 36-year veteran of Manulife. He is the only non-independent and executive director on our board.

 

Donald Guloien is President and Chief Executive Officer of Manulife, a member of the board of directors and chair of Manulife’s executive committee.

 

Before being appointed to his current role in 2009, Mr. Guloien served as Chief Investment Officer, where he was recognized as a leading global investment executive. He was responsible for Manulife’s worldwide investment operations, and led the significant growth of Manulife Asset Management, a global leader in wealth management services, including retail mutual funds, pension funds, and endowments. Mr. Guloien has wide-ranging international experience. In his investment role he was responsible for Manulife’s global investment operations in Canada, the United States, the United Kingdom, Japan and Asia. In June 2007, his portfolio was expanded to include Manulife’s Asian Insurance and Wealth Management operations representing Japan, China, Hong Kong, Indonesia, the Philippines, Singapore, Taiwan, Vietnam, Malaysia, Thailand and Macau.

 

Mr. Guloien has been named International Business Executive of the Year by the Canadian Chamber of Commerce, awarded The Queen Elizabeth II Diamond Jubilee medal and received an Arbor Award for his contributions to the University of Toronto.

 

He serves on the board of the following not-for-profit organizations: Geneva Association, Mayor of Shanghai’s International Business Leaders’ Advisory Council (Vice Chairman), Business Council of Canada (Director), Canadian Life and Health Insurance Association (Director), The Hospital for Sick Children (Board of Trustees), Branksome Hall (Board of Governors), United Way (Campaign Cabinet) and the University of Toronto (Campaign Cabinet).

 

Mr. Guloien holds a Bachelor of Commerce from the University of Toronto and is a Fellow, Life Management Institute. He is also a member of the Ticker Club and the World Presidents’ Organization.

 

 

 

 

 

 

   

Director since

May 2009

 

 

Term limit: applies to independent directors only

 

 

2016 votes for:

99.62%

 

 

Meets executive share ownership guidelines

 

 

LOGO

 

Other public company boards in the past five years

none

 

2016 meeting attendance                    

Board

    8 of 8       100%      
The board held one meeting for independent directors in February 2016, which Mr. Guloien was not invited to attend      

Board committees

       
Mr. Guloien is not a member of any of the board committees but attends at the invitation of the Chairman and/or committee chair      

 

2017 Management information circular     27  


 

 

 

 

   Luther S. Helms
LOGO  

 

Paradise Valley, AZ, U.S.A.   Age 73   Independent

 

Areas of expertise

     Senior executive                                         Risk management
     Financial                                                       Technology
     Global financial services executive |
Knowledge of investment management
     Asia & U.S. operations | Governance

 

Mr. Helms brings extensive banking, investment and financial services experience and a U.S. perspective to the board, which also qualify him to serve on both the audit and corporate governance and nominating committees.

 

Luther Helms is the founder of and advisor to Sonata Capital Group. Sonata is a privately-owned registered investment advisory firm. Mr. Helms has extensive banking and financial services experience, holding various positions at Bank of America Corporation, including Vice Chairman from 1993 to 1998, and he was Vice Chairman of KeyBank from 1998 to 2000.

 

He also serves on the board of Point Inside, Inc. (non-public).

 

Mr. Helms has an MBA from the University of Santa Clara and a Bachelor of Arts, History and Economics from the University of Arizona.

 

Other public company boards in the past five years

ABM Industries Incorporated, 1995-March 2017

 

 

 

 

 

 

   

Director since

May 2007

 

 

Term limit: 2019

 

 

2016 votes for:

99.24%

 

 

Meets share ownership

guidelines

 

 

13.64% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit     6 of 6       100%      
Corporate governance and nominating     4 of 4       100%      
       

 

 

28   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

   Tsun-yan Hsieh
LOGO  

 

Singapore, Singapore    Age 64   Independent

 

Areas of expertise

     Senior executive
     Financial
      Asia & Canada operations | Governance
     Human resources management and executive compensation
     Technology

Mr. Hsieh’s extensive management leadership, management consulting and academic experience, combined with his Asia perspective, qualifies him to serve on our board and the management resources and compensation committee.

 

Tsun-yan Hsieh is Chairman of LinHart Group PTE Ltd., a firm he founded in 2010 to provide leadership services internationally. Mr. Hsieh, a resident of Singapore, has extensive consulting experience in business strategy, leadership development and corporate transformation. Mr. Hsieh joined McKinsey & Company in 1980 and was elected a director from 1990 to 2008, when he retired. During his tenure, he served as Managing Director of Canada and ASEAN practices and led McKinsey’s Organization and Leadership Practice globally.

 

At the National University of Singapore, Mr. Hsieh holds the joint appointment of Provost Chair Professor at the Business School and the Lee Kuan Yew School of Public Policy.

 

He serves on the board of the following non-public companies and not-for-profit and other organizations: Duke-NUS Graduate Medical School Singapore, LinHart Group PTE Ltd. (Chairman/Director), Manulife US Real Estate Management Pte Ltd. (Chair), National University of Singapore Business School (Management Advisory Board), Singapore Institute of Management (Member of Governing Council) and Singapore Institute of Management Pte Ltd.

 

Mr. Hsieh has a Bachelor of Science in Mechanical Engineering from the University of Alberta and an MBA from Harvard Business School.

 

Other public company boards in the past five years

Singapore Airlines, 2012-present

Bharti Airtel Limited, 2010-2015

Sony Corporation, 2008-2013

 

 

 

 

 

 

 

 

 

   

Director since

October 2011

 

 

Term limit: 2024

 

 

2016 votes for:

96.61%

 

 

Meets share ownership

guidelines

 

 

33.65% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Management resources and compensation     8 of 8       100%      

 

 

2017 Management information circular     29  


 

 

 

   P. Thomas Jenkins
LOGO  

 

Canmore, AB, Canada   Age 57   Independent

 

Areas of expertise

     Senior executive                                         Public sector
     Financial                                                       Risk management
     Asia, Canada & U.S. operations | Governance
     Human resources management and executive compensation
     Technology

Mr. Jenkins brings extensive business perspective to the audit and risk committees through experience in business, other public company boards and the boards and committees of various government, business and other organizations.

 

Thomas Jenkins is Chairman of the Board of OpenText Corporation. From 2005 to 2013, Mr. Jenkins was Chief Strategy Officer of OpenText. Prior to 2005, Mr. Jenkins was President and Chief Executive Officer of OpenText. Mr. Jenkins has served as a Director of OpenText since 1994 and as its Chairman since 1998.

 

He is a former director of BMC Software, Inc., a non-public software corporation based in Houston, Texas, and serves on the board of the following not-for profit organizations: School of Public Policy, University of Calgary (Executive Fellow), National Research Council of Canada, Ontario Global 100 Network (Chair), C.D. Howe Institute, Canadian Council of Chief Executives.

 

Mr. Jenkins received an MBA from the Schulich School of Business at York University, a Masters of Applied Sciences from the University of Toronto and a Bachelor of Engineering & Management from McMaster University. Mr. Jenkins received an honorary doctorate of laws from the University of Waterloo and an honorary doctorate of Military Science from the Royal Military College of Canada. He is a recipient of the 2009 Ontario Entrepreneur of the Year, the 2010 McMaster Engineering L.W. Shemilt Distinguished Alumni Award and the Schulich School of Business 2012 Outstanding Executive Leadership award and is a 2017 Inductee of the Order of the Business Hall of Fame. He is a Fellow of the Canadian Academy of Engineering. Mr. Jenkins was awarded the Canadian Forces Decoration and the Queen’s Diamond Jubilee Medal. Mr. Jenkins is an Officer of the Order of Canada.

 

Other public company boards in the past five years

OpenText Corporation, 1994-present

Thomson Reuters Corporation, 2013-present

TransAlta Corporation, 2014-present

 

 

 

 

 

 

 

 

   

Director since

March 2015

 

 

Term limit: 2027

 

 

2016 votes for:

99.32%

 

 

Meets share ownership

guidelines

 

 

6.21% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit     6 of 6       100%      
Risk     6 of 6       100%      

 

30   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

   Pamela O. Kimmet
LOGO  

 

Atlanta, GA, U.S.A.    Age 58   Independent

 

Areas of expertise

     Senior executive
     Financial
      Global financial services executive |
Knowledge of investment management
     U.S. operations | Governance
     Human resources management and executive compensation

Ms. Kimmet’s extensive senior executive experience and international perspective qualify her to serve on our board and the risk and management resources and compensation committees.

 

Pamela Kimmet is the Chief Human Resources Officer at Cardinal Health, Inc., a health care services company which distributes pharmaceuticals and medical products, manufactures medical and surgical products and provides logistics and other services designed to improve the cost-effectiveness of healthcare. Prior to July 1, 2016, Ms. Kimmet was the Senior Vice President, Human Resources, Coca-Cola Enterprises, Inc., a position she held since 2008. Ms. Kimmet has extensive human resources leadership experience, including in the financial services industry with senior positions at Bear, Stearns & Company, Inc. and Citigroup, Inc.

 

Ms. Kimmet is a fellow of the National Academy of Human Resources, Vice Chair of the HR Policy Association and Chair of its Center for Executive Compensation, former Chair of the National Business Group on Health, and a member of the Personnel Roundtable. She holds an MBA from Michigan State University and a Bachelor of Science in Industrial and Labor Relations from Cornell University.

 

Other public company boards in the past five years

none

 

 

 

 

 

   

Director since

March 2016

 

 

Term limit: 2028

 

 

2016 votes for:

96.92%

 

 

Meets share ownership

guidelines

 

 

9.43% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance        
Ms. Kimmet joined the board and the risk and management resources and compensation committees effective March 7, 2016.      

Board

    7 of 7       100%      

Board committees

       
Risk     5 of 5       100%      
Management resources and compensation     6 of 6       100%      

 

2017 Management information circular     31  


 

 

 

   Donald R. Lindsay
LOGO  

 

Vancouver, BC, Canada   Age 58   Independent

 

Areas of expertise

     Senior executive                                         Risk management
     Financial                                                       Technology
     Global financial services executive |
Knowledge of investment management
     Asia, Canada & U.S. operations | Governance
     Human resources management and executive compensation

 

Mr. Lindsay’s CEO and international business experience, and nearly two decades of experience in senior executive roles in investment and corporate banking and global financial services, qualify him to serve on our board and on the risk committee.

 

Donald Lindsay is President and CEO of Teck Resources Limited, Canada’s largest diversified mining, mineral processing and metallurgical company, a position he has held since 2005. Mr. Lindsay’s experience includes almost two decades with CIBC World Markets Inc., where he ultimately served as President after periods as Head of Investment and Corporate Banking and Head of the Asia Pacific Region.

 

Mr. Lindsay earned a Bachelor of Science in Mining Engineering from Queen’s University and holds an MBA from Harvard Business School.

 

Other public company boards in the past five years

Teck Resources Limited, 2005-present

 

 

 

 

 

   

Director since

August 2010

 

 

Term limit: 2023

 

 

2016 votes for:

99.56%

 

 

Meets share ownership

guidelines

 

 

14.24% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Risk     6 of 6       100%      
       
       
       
       
       

 

32   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

   John R.V. Palmer
LOGO  

 

Toronto, ON, Canada   Age 73   Independent

 

Areas of expertise

     Senior executive
     Public sector
     Financial
      Risk management
     Asia & Canada operations | Governance
     Human resources management and executive compensation

Mr. Palmer’s experience with regulators in different jurisdictions, including seven years as Superintendent of Financial Institutions, Canada, and his accounting background qualify him to serve on our board, the audit committee and the risk committee, which he chaired from 2010 to May 2016.

 

John Palmer is Chairman and a founding director of the Toronto Leadership Centre, an organization focused on leadership in financial supervision. Mr. Palmer was the Superintendent of Financial Institutions, Canada from 1994 to 2001, following his career at KPMG LLP (Canada) where he held senior positions, including Managing Partner and Deputy Chairman. He was also the Deputy Managing Director of the Monetary Authority of Singapore and has advised other regulators including the Australian Prudential Regulation Authority.

 

He serves on the board of the following non-public companies and not-for-profit organizations: Prudential Advisory Services Pte Ltd., Tenaugust Properties Inc. and Toronto Leadership Centre (Chairman).

 

Mr. Palmer is a Fellow of the Institutes of Chartered Professional Accountants of Ontario and British Columbia and holds a Bachelor of Arts from the University of British Columbia.

 

Other public company boards in the past five years

Fairfax Financial Holdings Limited, 2012-present

 

 

 

 

 

 

   

Director since

November 2009

 

 

Term limit: 2022

 

 

2016 votes for:

99.53%

 

 

Meets share ownership

guidelines

 

 

16.40% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit     6 of 6       100%      
Risk (chair from 2010 – May 2016)     6 of 6       100%      

 

2017 Management information circular     33  


 

 

 

   C. James Prieur
LOGO  

 

Chicago, IL, U.S.A.   Age 65   Independent

 

Areas of expertise

     Senior executive                                         Risk management
     Financial                                                       Technology
     Global financial services executive |
Knowledge of investment management
     Asia, Canada & U.S. operations | Governance
     Human resources management and executive compensation

 

Mr. Prieur’s strong financial background and his wealth of senior executive experience in the insurance business in Canada, the U.S. and globally qualify him to serve on our board, the management resources and compensation committee and as chair of the risk committee.

 

James Prieur has been a corporate director since 2011 and, prior to that time, Mr. Prieur served as Chief Executive Officer and director of CNO Financial Group, Inc. from 2006 until his retirement in 2011. CNO Financial Group is a life insurance holding company focused on the senior middle income market in the U.S. Prior to joining CNO Financial Group, Mr. Prieur was President and Chief Operating Officer of Sun Life Financial, Inc. from 1999 to 2006 where he had previously led operations in Asia, Canada, United States, and the United Kingdom.

 

He serves on the board of the Alberta Investment Management Corporation, a Crown corporation of the Province of Alberta, as well as the following not-for-profit organizations: President’s Circle of the Chicago Council on Global Affairs, and The Pacific Council on International Policy and its China Committee.

 

Mr. Prieur is a Chartered Financial Analyst and holds an MBA from the Richard Ivey School at Western University and a Bachelor of Arts from the Royal Military College of Canada.

 

Other public company boards in the past five years

Ambac Financial Group, Inc., 2016-present

 

 

 

 

 

 

   

Director since

January 2013

 

 

Term limit: 2025

 

 

2016 votes for:

96.66%

 

 

Meets share ownership

guidelines

 

 

13.59% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Management resources and compensation     8 of 8       100%      
Risk (chair since May 2016)     6 of 6       100%      

 

34   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

 

   Andrea S. Rosen

 

LOGO

 

 

Toronto, ON, Canada    Age 62   Independent

 

Areas of expertise

     Senior executive
     Financial
      Risk management
     Global financial services executive |
Knowledge of investment management
     Canada operations | Governance
     Human resources management and executive compensation

 

Ms. Rosen’s experience as a global financial services executive with particular experience in investment banking, wholesale and retail banking, risk management, human resources management and executive compensation qualify her to serve on our board and serve on the audit and corporate governance and nominating committees.

 

Andrea Rosen has been a corporate director since 2006. Prior to January 2005, her experience includes more than a decade with TD Bank Financial Group, where she ultimately served as Vice Chair, TD Bank Financial Group and President of TD Canada Trust. Earlier in her career, she held progressively senior positions at Wood Gundy Inc. and was Vice President at Varity Corporation.

 

She serves on the board of the Alberta Investment Management Corporation, a Crown corporation of the Province of Alberta.

 

Ms. Rosen has an LLB from Osgoode Hall Law School, an MBA from the Schulich School of Business at York University and a Bachelor of Arts from Yale University.

 

Other public company boards in the past five years

Emera Inc., 2007-present

Hiscox Limited, 2006-2015

 

 

 

 

 

 

 

   

Director since August 2011

 

 

Term limit: 2024

 

 

2016 votes for:

99.66%

 

 

Meets share ownership

guidelines

 

 

24.64% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Audit     6 of 6       100%      
Corporate governance and nominating     4 of 4       100%      

 

2017 Management information circular     35  


 

 

 

 

   Lesley D. Webster
LOGO  

 

Naples, FL, U.S.A.   Age 64   Independent

 

Areas of expertise

     Senior executive                                         Risk management
     Financial                                                       Technology
     Global financial services executive |
Knowledge of investment management
     U.S. operations | Governance

 

Ms. Webster’s extensive senior executive experience in financial services in the U.S., and in enterprise risk management, capital markets and trading in particular, qualifies her to serve on our board, the management resources and compensation committee and the risk committee.

 

Lesley Webster is President and founder of Daniels Webster Capital Advisors, an enterprise risk management consulting firm established in 2006. Ms. Webster has extensive financial industry experience and was Executive Vice President of JP Morgan Chase’s firm-wide Market and Fiduciary Risk Management from 1994 until 2005. Prior to that, she was global head of U.S. Dollar Fixed Income Derivatives at UBS Securities, Inc. and head of Fixed Income Arbitrage trading at Chase Manhattan Bank.

 

Ms. Webster earned a PhD in Economics from Stanford University and a Bachelor of Arts in Economics from the University of Illinois at Urbana.

 

Other public company boards in the past five years

MarketAxess Holdings Inc., 2013-2015

 

 

 

 

 

   

Director since October 2012

 

 

Term limit: 2025

 

 

2016 votes for:

96.73%

 

 

Meets share ownership

guidelines

 

 

29.66% increase in number of shares and DSUs owned from February 29, 2016 to February 28, 2017

 

 

LOGO

2016 meeting attendance                    

Board

    9 of 9       100%      

Board committees

       
Management resources and compensation     8 of 8       100%      
Risk     6 of 6       100%      
       
       
       

Other information about the directors

Mr. DeWolfe served as an independent director of Avantair, Inc. (Avantair) between 2009 and August 2013. On July 25, 2013, an involuntary petition under chapter 7 of title 11 of the United States Code (Bankruptcy Code) was filed in the United States Bankruptcy Court for the Middle District of Florida, Tampa Division (the Bankruptcy Court) against Avantair (Case No. 13-09719). On August 16, 2013, the Bankruptcy Court entered an order for relief under chapter 7 of the Bankruptcy Code. Sales of certain assets have been authorized and proceeds from the sales have been distributed. The chapter 7 trustee has asserted claims against the former officers, directors and certain employees of Avantair, including Mr. DeWolfe (the Avantair Parties). The trustee has not commenced litigation against any of the independent directors. In April 2015, the Avantair Parties participated in a court-ordered pre-suit mediation with the chapter 7 trustee along with various plaintiffs who had asserted claims against various Avantair Parties in multiple jurisdictions. The majority of these claims do not involve the independent directors of Avantair. The chapter 7 trustee reached an agreement with the Avantair Parties to resolve the trustee’s threatened claims in exchange for a settlement payment of US$8 million and relinquishment of certain competing claims in the bankruptcy. The independent directors are not funding any portion of the $8 million payment. An evidentiary hearing for approval of the settlement by the Bankruptcy Court was conducted from January 22 through January 27, 2016. On November 18, 2016, the Bankruptcy Court approved the settlement, thereby ending the bankruptcy proceeding. Mr. DeWolfe continues to deny the allegations previously asserted by the chapter 7 trustee and in related lawsuits.

 

36   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

2016 board committee reports

 

Corporate governance and nominating committee

   

Joseph Caron  (chair)

 

John Cassaday

 

Richard DeWolfe

 

Luther Helms

 

Andrea Rosen

  All members of the corporate governance and nominating committee are independent. The Chairman is also a member.

The committee met four times in 2016. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

 

Key responsibilities   Key activities
Managing board renewal and succession, including identifying the necessary competencies, expertise, skills, background and personal qualities for potential candidates, identifying qualified candidates, maintaining an evergreen list of qualified candidates and reviewing committee membership  

    Reviewed the necessary characteristics, experience and expertise for prospective directors.

    Reviewed and updated the evergreen list of qualified candidates.

    Reviewed committee membership and recommended changes to the board for approval.

    Reviewed the board diversity policy and diversity objectives and considered any changes necessary to achieve the goals outlined in the policy.

Developing effective corporate governance policies and procedures, including subsidiary governance  

    Monitored corporate governance developments, and assessed current corporate governance practices against emerging best practices and other applicable requirements.

    Reviewed the details of, and compliance with, board and committee charters and mandates of board and committee chairs, directors and the CEO.

    Reviewed all significant changes in director status and confirmed no adverse impact.

    Implemented enhanced shareholder engagement principles to help shareholders understand how the board engages with shareholders and how they may contact the board.

    Reviewed the annual report on subsidiary governance.

Developing and overseeing the processes for assessing board, committee and individual director effectiveness including the committee chairs and Chairman  

    Worked with an independent consultant to assist in the implementation of assessments of the board, the Chairman, the committees and chairs of each.

    Reviewed and confirmed the independence of the directors.

    Assessed the board’s relationship with management.

Coordinating the director orientation and education program  

    Considered the relevant topics and developed the agenda for the director education program.

Reviewing director compensation  

    Monitored developments in director compensation.

The committee meets without management present at each meeting. The committee also works with an independent consultant to conduct a biannual review of director compensation. The next review will occur in 2017. The committee did not retain a consultant or incur any fees for compensation matters in 2016. In 2015, it paid Pearl Meyer & Partners $27,546 (paid in U.S dollars and converted to Canadian dollars at an exchange rate of US$1.00 = $1.3223 as of the date of invoice). There is cross-membership between the corporate governance and nominating committee and each of the audit and management resources and compensation committees.

 

2017 Management information circular     37  


 

 

 

 

Audit committee

   

Sheila Fraser  (chair)

 

Susan Dabarno

 

Luther Helms

 

Thomas Jenkins

 

John Palmer

 

Andrea Rosen

  The audit committee and the board have determined that all members of the committee are independent, financially literate and qualify as audit committee financial experts under the Sarbanes-Oxley Act of 2002. All of the members also meet additional independence standards for audit committees under applicable U.S. and Canadian laws and securities exchange rules. The committee also serves as the conduct review committee.

The committee met six times in 2016, including one joint meeting with the risk committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

 

Key responsibilities   Key activities
Overseeing the quality and integrity of financial information including the effectiveness of our systems of internal control over financial reporting  

   Reviewed significant accounting and actuarial practices and policies (and areas where judgment was applied), financial disclosure (and recommended them to the board for approval), and management’s report on the effectiveness of internal controls over financial reporting.

   Reviewed the internal control framework and recommended it to the board for approval.

Overseeing the performance, qualifications and independence of our external auditors  

   Conducted the annual review of Ernst & Young, including the engagement partner and audit team, their independence, objectivity and quality of audit work performed, and recommended their reappointment as auditors to the board for approval.

   Reviewed and approved or pre-approved the auditor independence policy, the scope of the annual audit plan and all related services and fees, recurring audit and non-audit services for the coming year, and audit and non-audit services proposed during the year outside of previous approvals.

Overseeing our compliance program, including compliance with legal and regulatory requirements and the effectiveness of our compliance practices  

   Reviewed reports on compliance with applicable laws and regulations.

   Reviewed reports on the anti-money laundering/anti-terrorist financing program.

   Reviewed the disclosure policy.

Overseeing our finance, actuarial, internal audit and global compliance functions  

   Reviewed reports, opinions and recommendations from the Chief Actuary.

   Reviewed the annual report of the external actuarial peer reviewer.

   Reviewed and approved the internal audit plan and reviewed periodic reports on internal audit activities and audit results.

   Reviewed and approved the mandates of the Global Compliance Chief, Chief Auditor, Chief Financial Officer and Chief Actuary and the global compliance, internal audit, finance and actuarial functions, and reviewed the performance evaluation and assessed the effectiveness of each.

Developing our ethical standards and policies on managing conflicts of interest and protecting confidential information and monitoring customer complaints  

   Reviewed the code of business conduct and ethics and the procedures relating to conflicts of interest and restricting the use of confidential information.

   Reviewed reports on compliance with the code and Ethics Hotline activities.

Monitoring arrangements with related parties and transactions that could have a material impact on our stability or solvency  

   Reviewed the effectiveness of the procedures to identify material related party transactions and oversaw the implementation of enhanced procedures.

The committee meets without management present at each meeting. The committee also met in private with Ernst & Young, the independent actuarial peer reviewer, the Chief Financial Officer, Chief Risk Officer, Chief Actuary, Chief Auditor and Chief Compliance Officer throughout the year. There is cross-membership between the audit committee and each of the other board committees.

 

38   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

 

Management resources and compensation committee

   

John Cassaday  (chair)

 

Joseph Caron

 

Susan Dabarno

 

Tsun-yan Hsieh

 

Pamela Kimmet

(joined March 7, 2016)

 

James Prieur

 

Lesley Webster

  All members of the management resources and compensation committee are independent and meet the additional independence standards set out in our director independence policy in compliance with applicable securities exchange rules. A majority of the members have experience in executive compensation and financial experience, and several have experience in risk management.

The committee met eight times in 2016. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

 

Key responsibilities   Key activities
Overseeing global human resources strategy, policies and programs  

    Reviewed the 2017 compensation program, including changes to simplify compensation plans, link pay more closely to performance and align compensation more closely with shareholder experience, and recommended the 2017 compensation program to the board for approval.

    Reviewed the results of the global employee engagement survey.

    Reviewed the compensation programs, including base pay, incentives, pension and benefit plans and made recommendations to the board.

    Reviewed reports on talent management.

    Reviewed updates to the global compensation policy.

Developing and maintaining succession plans for the CEO and other senior executives  

    Maintained a succession plan for the CEO and reviewed the succession plans for other senior executives.

Reviewing senior executive appointments before recommending them to the board for approval  

    Reviewed several executive appointments and recommended to the board for approval.

Reviewing and recommending compensation performance goals and objectives for the CEO and other senior executives, assessing the performance of the CEO and other senior executives in light of their performance goals and objectives and recommending their compensation  

    Reviewed and approved the CEO’s annual objectives, assessed the CEO’s performance against the objectives and made compensation recommendations for approval by the board.

    Reviewed the performance assessment and compensation recommendations for the members of the Executive Committee and the head of each oversight function and approved their annual objectives.

    Reviewed the approach to senior executive compensation benchmarking.

    Considered the feedback from shareholder engagement meetings regarding compensation programs.

Overseeing compensation plans and ensuring the compensation program aligns with risk management policies and practices and corporate strategy  

    Confirmed the alignment of compensation programs with sound risk management principles and established risk appetite.

Overseeing governance of employee pension plans  

    Reviewed the annual pension report and global benefits program report.

The committee meets without management present at each meeting. The committee also works with a consulting firm to receive independent advice on compensation matters, and has retained Hugessen Consulting Inc. (Hugessen) as its independent advisor since 2006. The committee chair approves all of the work undertaken by the independent advisor. Please see page 55 for more about the independent advisor. The committee met in private with their independent advisor throughout the year. There is cross-membership between the management resources and compensation committee and each of the other board committees.

 

2017 Management information circular     39  


 

 

 

 

Risk committee

   

James Prieur (chair)

 

Sheila Fraser

 

Thomas Jenkins

 

Pamela Kimmet (joined March 7, 2016)

 

Donald Lindsay

 

John Palmer

 

Lesley Webster

  All members of the risk committee are independent and a majority are knowledgeable about risk management and risk disciplines.

The committee met six times in 2016, including one meeting held jointly with the audit committee. It has approved this report and is satisfied that it has carried out all of the responsibilities required by the committee charter.

 

Key responsibilities   Key activities
Identifying and assessing our principal risks and overseeing the programs, procedures and controls in place to manage them  

   Reviewed reports from the Chief Risk Officer on risk appetite, risk limits, principal risk exposures, stress tests and emerging risks and policies, procedures and controls in place to manage principal risks.

   Reviewed reports from the Chief Auditor on the adequacy and effectiveness of the procedures and controls to manage the principal risks.

   Reviewed reports on capital targets and ratios.

   Reviewed reports on the information services risk management program.

   Reviewed reports from business divisions on the key risks and risk management strategies for the relevant business.

Developing, overseeing and reviewing our enterprise risk management framework, risk appetite and risk limits  

   Reviewed risk appetite and risk limits and recommended to the board for approval, and considered the appropriate balance of risk and return.

Reviewing the risk impact of the business plan and new business initiatives, including consistency with our risk appetite and related risk management and controls  

   Reviewed the risk impact of the strategic plan, including consistency with the approved risk appetite and related risk management and controls.

Aligning our compensation programs with sound risk management principles and our established risk appetite  

   Reviewed reports on the alignment of compensation programs with sound governance principles and established risk appetite.

Overseeing the risk management function  

   Reviewed and approved the mandates of the Chief Risk Officer and the risk management function, and reviewed the performance evaluation and assessed the effectiveness of each.

   Reviewed and approved the budget, structure, skills and resources of the risk management function.

Overseeing our compliance with risk management policies  

   Reviewed and approved changes to the risk policy framework and related policies.

The committee meets without management present at each meeting. The committee also met in private with the Chief Risk Officer, Chief Information Security Officer, Chief Auditor, Chief Compliance Officer and the Chief Actuary throughout the year. There is cross-membership between the risk committee and the audit and management resources and compensation committees.

 

40   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

How we pay our directors

We structure director compensation with three goals in mind:

  to reflect their responsibilities, time commitment and expected contribution
  to align their interests with those of our shareholders
  to be competitive with global financial institutions that are comparable to us in scope and complexity.

The corporate governance and nominating committee assists the board in reviewing director compensation every two years, and works with a consulting firm to receive independent advice where required. It did not retain a consultant in 2016, but worked with Pearl Meyer to conduct the 2015 review. Pearl Meyer used the compensation peer group described starting on page 62, supplemented by data from compensation surveys, to benchmark our director compensation program. After the 2015 review the board decided that changes to the director compensation program were not necessary in 2016 and the next review will occur in 2017. See the committee’s report on page 37 for more information.

We pay our directors in U.S. dollars because paying in a global currency helps us assemble a board that reflects our global presence and compete with other large global financial institutions.

The table on the next page shows the director fee schedule for services they provide to Manulife and Manufacturers Life. Fees are divided equally between the two companies. We also reimburse directors for travel and other expenses for attending board, committee and education sessions when they travel at least 150 km from their residence. The Chairman does not receive fees other than his annual retainer, but he is entitled to receive the travel allowance. Independent directors do not receive stock options or participate in a non-equity compensation plan or pension plan. Occasionally directors will attend meetings of committees they are not members of, but they do not receive a meeting fee for attending these meetings.

 

 

2017 Management information circular     41  


 

 

 

 

     

Director fees

US$

 

Annual retainers

        
Board member      150,000  
Chairman      400,000  
Vice chair of the board (if applicable, paid in addition to the annual board
member retainer and any other retainers that apply)
     50,000  
Observer to subsidiary board (requested from time to time, may be paid an
additional retainer and/or meeting fee at the board’s discretion)
     variable  

Committee chair retainers

        

Audit committee

Management resources and compensation committee

Risk committee

     40,000  
Corporate governance and nominating committee      25,000  

Committee retainers

        

Audit committee

Management resources and compensation committee

Risk committee

     8,000  
Corporate governance and nominating committee      5,000  

Meeting fees

        
Board meeting      2,000  
Committee meeting (paid to committee members only)      1,500  
Education session not held on a board or committee meeting date      1,500  

Travel allowance for attending meetings (per round trip of at least 150 km)

        
Within North America, Europe or Asia      1,000  
Between North America or Asia and Europe      1,500  
Between North America and Asia      3,000  

 

42   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

About equity ownership

Directors must own equity in Manulife so their interests are aligned with the interests of our shareholders. Directors can count Manulife common shares or deferred share units towards meeting the ownership guidelines. Deferred share units are notional shares that have the same value as Manulife common shares and earn additional units as dividend equivalents at the same rate as dividends paid on our common shares.

We require all directors except Mr. Guloien to own common shares and/or deferred share units with a total market value of at least three times the annual board member retainer. All directors currently meet their equity ownership requirements. Please see page 46 for more information about deferred share units as well as each director’s current equity ownership. As CEO, Mr. Guloien has separate share ownership requirements, which he satisfies. You can read more about this on page 59.

If a director does not meet their ownership requirement, that director must elect to receive the entire annual board member retainer in deferred share units at the next possible election date if they continue to not meet the requirement at that time. We also encourage directors to continue investing in Manulife shares once they’ve met the minimum.

 

2017 Management information circular     43  


 

 

 

2016 Director compensation

The table below shows the compensation paid to the independent directors in 2016 for services provided to Manulife, Manufacturers Life and any Manulife subsidiary. Amounts were converted to Canadian dollars using the opening Bank of Canada exchange rate on the business day before each quarterly payment date:

  US$1.00 = $1.3023 on March 30, 2016
  US$1.00 = $1.2999 on June 29, 2016
  US$1.00 = $1.3079 on September 29, 2016
  US$1.00 = $1.3522 on December 29, 2016

 

   

Annual

fees

                     
          Committee retainers ($)         Meeting fees ($)      
    

Annual
retainer ($)

    Chair     Member          Board    

Board

committee

      
Joseph Caron     197,336       32,889       17,102           23,738       33,527      
John Cassaday     197,336       52,623       17,102           23,738       31,574      
Susan Dabarno     197,336       0       21,049           23,738       37,439      
Richard DeWolfe     526,230       0       0           0       0      
Sheila Fraser     197,336       52,623       21,049           23,738       29,620      
Luther Helms     197,336       0       17,102           23,738       29,612      
Tsun-yan Hsieh     197,336       0       10,525           23,738       21,652      
Thomas Jenkins     197,336       0       21,049           23,738       29,624      
Pamela Kimmet     164,779       0       17,577           18,528       29,625      
Donald Lindsay     197,336       0       10,525           23,738       19,702      
John Palmer     197,336       18,071       21,049           23,738       31,574      
James Prieur     197,336       34,651       21,049           23,738       37,439      
Andrea Rosen     197,336       0       17,102           23,738       29,612      
Lesley Webster     197,336       0       21,049           23,738       35,486      

Pro-rated fees

The following directors’ fees were pro-rated:

  Pamela Kimmet joined the board, the management resources and compensation committee and risk committee on March 7, 2016.
  John Palmer resigned as risk committee chair effective May 5, 2016.
  James Prieur was appointed risk committee chair effective May 5, 2016.

Subsidiary board fees

One of our directors received fees for services he provided to a subsidiary in 2016 through our subsidiary governance oversight program:

  Tsun-yan Hsieh served on the board of Manulife US Real Estate Management Pte Ltd., and received fees for his service as shown in the table above.

 

44   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

 

Total compensation for the independent directors is capped at US$4 million ($5.26 million): US$2 million ($2.63 million) each for Manulife and Manufacturers Life. Canadian amounts have been calculated using an average exchange rate for 2016 of US$1.00 = $1.3156. Total compensation paid to the independent directors in 2016 was below the capped amount. Mr. Guloien does not receive director compensation because he is compensated in his role as CEO.

 

               

All other

compensation

   

Total

compensation

   

Allocation of

annual fees

     
                                   
    

Travel

fees ($)

   

Subsidiary

board

fees ($)

   

Donated to

charity of
director’s
choice ($)

    ($)    

Fees earned

(cash) ($)

   

Share-based

awards

(DSUs) ($)

      11,971               1,000       317,564       217,896     98,668
      4,057               1,000       327,430       163,215     163,215
      6,711               1,000       287,273       241,805     44,468
      11,971               1,000       539,201       269,101     269,101
      11,971               1,000       337,337       237,669     98,668
      10,663               1,000       279,451       139,226     139,226
      11,863       54,004       1,000       320,117       54,004     265,114
      11,971               1,000       284,718       0     283,718
      9,361               1,000       240,870       157,481     82,389
      11,971               1,000       264,272       131,636     131,636
      4,057               1,000       296,824       147,912     147,912
      11,971               1,000       327,184       0     326,184
      4,057               1,000       272,845       0     271,845
      10,619               1,000       289,227       90,891     197,336
        TOTAL     $ 4,384,314      

Allocation of annual fees

Directors decide if they want to receive all or part of their compensation in deferred share units (DSUs) instead of cash:

  Fees earned is the amount received in cash.
  Share-based awards is the amount received in DSUs.

 

2017 Management information circular     45  


 

 

 

Current equity ownership

The table below shows the amount of equity each director owned at February 28, 2017, the change from last year (February 29, 2016), and whether or not they meet the ownership guidelines. Directors may beneficially own these shares or exercise control or direction over them.

 

   

Equity ownership

as at February 28, 2017

          as at February 29, 2016      
     Common
shares (#)
    DSUs (#)           

Common
shares (#)

    DSUs (#)       
Joseph Caron     8,836       35,812               8,836       29,537      
John Cassaday     21,840       146,137               21,840       132,601      
Susan Dabarno     45,000       2,295               45,000       0      
Richard DeWolfe     14,000       134,751               14,000       116,302      
Sheila Fraser     580       43,991               580       37,416      
Luther Helms     2,100       80,520               2,100       70,604      
Tsun-yan Hsieh     0       61,942               0       46,346      
Thomas Jenkins     233,000       25,728               233,000       10,596      
Pamela Kimmet     45,000       4,243               45,000       0      
Donald Lindsay     20,000       46,570               20,000       38,271      
John Palmer     0       71,388               0       61,328      
James Prieur     100,000       52,156               100,000       33,957      
Andrea Rosen     11,500       70,363               11,500       54,178      
Lesley Webster     12,000       37,368               12,000       26,074      

More about deferred share units

Deferred share units vest in full on the grant date but directors can only exchange their deferred share units for cash or shares after they leave the board (within one year of leaving). If a director chooses to receive shares in exchange for their deferred share units, we issue shares from treasury or purchase shares on the open market. Deferred share units can only be transferred when a director dies.

Deferred share units are paid to directors under the stock plan for non-employee directors. We calculate the number of deferred share units to be granted by dividing the dollar value to be received by the closing price of our common shares on the TSX on the last trading day prior to the grant date. Directors receive additional units as dividend equivalents when dividends are paid on our common shares. Please see page 102 for more information about the stock plan for non-employee directors.

 

46   Manulife Financial Corporation


LOGO

ABOUT THE DIRECTORS

 

We calculate the value of each director’s equity ownership by multiplying the number of their common shares and deferred share units (DSUs) by $23.73, the closing price of our common shares on the Toronto Stock Exchange (TSX) on February 28, 2017. Fluctuations in foreign exchange rates will cause variances in the minimum ownership requirements. The minimum as of February 28, 2017 was $596,160 (US$450,000, using an exchange rate of US$1.00 = $1.3248).

 

   

Net change

                 
    

Common

shares (#)

    DSUs (#)    

Percentage

change

   

Value ($)

as at February 28,

2017

   

Meets equity

ownership

guideline

      0       6,275       16.35%       1,059,497     LOGO
      0       13,536       8.76%       3,986,094     LOGO
      0       2,295       5.10%       1,122,310     LOGO
      0       18,449       14.16%       3,529,861     LOGO
      0       6,575       17.30%       1,057,670     LOGO
      0       9,916       13.64%       1,960,573     LOGO
      0       15,596       33.65%       1,469,884     LOGO
      0       15,132       6.21%       6,139,615     LOGO
      0       4,243       9.43%       1,168,536     LOGO
      0       8,299       14.24%       1,579,706     LOGO
      0       10,060       16.40%       1,694,037     LOGO
      0       18,199       13.59%       3,610,662     LOGO
      0       16,185       24.64%       1,942,609     LOGO
      0       11,294       29.66%       1,171,503    

 

2017 Management information circular     47  


 

 

 

Outstanding share-based awards

The table below shows the market value of deferred share units that have vested but not paid out as at December 31, 2016. Directors received these deferred share units as part of their compensation. These are valued using the closing price of our common shares on the TSX on December 31, 2016.

 

(as at December 31, 2016)    Share-based
awards held
     Share price      Market or payout value
of vested share-based
awards not paid  out
or distributed
 
Joseph Caron      35,812      $ 23.91      $ 856,264.92  
John Cassaday      146,137      $ 23.91      $ 3,494,135.67  
Susan Dabarno      2,295      $ 23.91      $ 54,873.45  
Richard DeWolfe      134,751      $ 23.91      $   3,221,896.41  
Sheila Fraser      43,991      $ 23.91      $ 1,051,824.81  
Luther Helms      80,520      $ 23.91      $ 1,925,233.20  
Tsun-yan Hsieh      61,942      $ 23.91      $ 1,481,033.22  
Thomas Jenkins      25,728      $ 23.91      $ 615,156.48  
Pamela Kimmet      4,243      $ 23.91      $ 101,450.13  
Donald Lindsay      46,570      $ 23.91      $ 1,113,488.70  
John Palmer      71,388      $ 23.91      $ 1,706,887.08  
James Prieur      52,156      $ 23.91      $ 1,247,049.96  
Andrea Rosen      70,363      $ 23.91      $ 1,682,379.33  
Lesley Webster      37,368      $ 23.91      $ 893,468.88  

 

48   Manulife Financial Corporation


LOGO   Executive compensation

Executive compensation is designed to contribute to our long-term sustainable growth by rewarding executives for strong performance in executing our business strategy.

 

 

 

Where to find it     LOGO

 

2017 executive compensation program changes at a glance     50  
Compensation discussion and analysis     52  

Our compensation philosophy

    52  
How the board oversees compensation     54  
Managing compensation risk     56  
The decision-making process     60  
Benchmarking against our peers     62  

Our compensation program and 2016 performance

    64  
Compensation of the named executives     82  

Executive compensation details

    96  

Summary compensation table

    96  

Equity compensation

    98  

Retirement benefits

    103  

Termination and change in control

    110  
Compensation of employees who have a material impact on risk     116  

 

 

 

 

2017 Management information circular     49  


 

 

 

2017 executive compensation program changes at a glance

 

  What we are changing       Why we use these performance measures     

Simplifying the annual incentive plan

(see page 68)

 

Using four measures instead of seven

  Net income attributed to shareholders (25%)   Aligns compensation with shareholder experience     
  Core earnings excluding investment-related
experience
(25%)
 

Reflects the underlying earnings capacity and valuation of our business

 

We use core earnings 1 as the basis for management planning and reporting and, along with net income attributable to shareholders, as a key measure used to evaluate our operating segments

 

For the annual incentive plan, we exclude core investment-related experience gains to align with operational performance

    
  New business
profitability 
(30%)
 

Wealth and asset management core earnings

Measures growth in our global Wealth and Asset Management (WAM) businesses, a key area of strategic focus

    
     

New business value 1

Measures how our insurance new business will impact earnings in the future – especially in Asia, key to our strategy

    
    Customer, employee and strategic initiatives  (20%)  

Links compensation directly to our strategy

 

    

Simplifying the performance share unit (PSU) plan

(see page 77)

 

Using three equally-weighted measures instead of six

 

Relative TSR becomes a measure instead of a modifier

 

Extending the vesting and performance period to three full years

  Book value per share
excluding accumulated
other comprehensive income (AOCI)  (33%)
  Focuses on long-term growth in equity needed to support the company’s growth, and is used to value insurance companies and investment firms     
  Core return on equity 1
(33%)
  Reflects the efficient use of capital in generating core earnings     
  Relative TSR (34%)  

Aligns compensation with shareholder experience

 

    

Putting a greater weighting on PSUs

(see page 75)

  PSUs increasing to 50% of equity-based compensation for CEO and senior executive vice presidents, to tie a higher proportion directly to the achievement of business results     

Making a change to our peer groups

(see page 63)

  Power Financial Corporation added to our compensation and performance peer groups to increase the number of Canadian peers     

 

1 About non-GAAP measures
   We use a number of non-GAAP financial measures to measure overall performance and to assess each of our businesses. A financial measure is considered a non-GAAP measure for Canadian securities law purposes if it is presented other than in accordance with generally accepted accounting principles used for our audited financial statements.

 

50   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

 

    How we calculate them
   

Net income consistent with methodology disclosed in MFC’s annual report, available at www.manulife.com. Comprised of core earnings, and items excluded from core earnings including the impact of equity markets and interest rates, changes in actuarial methods and assumptions made in the year, costs related to integration and acquisitions, tax and other items

 

   

Core earnings allows investors to focus on the Company’s operating performance by excluding the direct impact of changes in equity markets and interest rates, changes in actuarial methods and assumptions as well as a number of other items, outlined below, that we believe are material, but do not reflect the underlying earnings capacity of the business. For example, due to the long-term nature of our business, the mark-to-market movements of equity markets, interest rates, foreign currency exchange rates and commodity prices from period-to-period can, and frequently do, have a substantial impact on the reported amounts of our assets, liabilities and net income attributed to shareholders. These reported amounts are not actually realized at the time and may never be realized if the markets move in the opposite direction in a subsequent period. This makes it very difficult for investors to evaluate how our businesses are performing from period-to-period and to compare our performance with other issuers

 

   

Core earnings for our diversified WAM franchise, including mutual funds, group retirement and savings products, and institutional asset management capabilities. While there is some overlap with the core earnings measure, we have called this out as a separate measure due to the strategic importance of the WAM business. WAM core earnings historically represent less than 20% of total core earnings

 

   

Represents the change in shareholders’ economic value as a result of sales 1 in the period. Calculated as the present value of shareholders’ interest in expected future distributable earnings, after the cost of capital, on actual new business sold in the period

 

   

Strategic initiatives based on enterprise priorities that will drive growth with a balanced approach to risk. Customer centricity initiatives aligned to delivering demonstrable success in enhancing the customer journey. Employee engagement targets for our most senior employees

 

   

Calculated by dividing total common shareholders’ equity less AOCI by the number of common shares outstanding at the end of the period. We exclude AOCI because it includes items such as currency impacts, which can be volatile and distort results

 

   

Core earnings available to common shareholders as a percentage of the capital deployed to earn the core earnings. Calculated using average common shareholders’ equity

 

   

TSR compared with the median of our performance peer group. TSR is a measure of the performance of common shares held by investors. Calculated by combining the price appreciation or depreciation, plus the value of dividends paid to shareholders (assuming dividends are reinvested in additional shares)

 

 

   Non-GAAP measures include: assets under management and administration, constant currency basis (measures that are reported on a constant currency basis include percentage growth in assets under management and administration, gross flows, new business value and sales), core earnings, core return on equity, gross flows, net flows, new business value and sales.

 

   Non-GAAP financial measures are not defined terms under GAAP and are unlikely to be comparable to similar terms used by other issuers. Therefore, they should not be considered in isolation or as a substitute for any other financial information prepared in accordance with GAAP.

 

   For more information about these non-GAAP measures, see Performance and Non-GAAP Measures in our most recent Management’s Discussion and Analysis, which is available on our website (manulife.com), on SEDAR (sedar.com) and on EDGAR (sec.gov/edgar).

 

2017 Management information circular     51  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Our compensation philosophy

Executive compensation is designed to contribute to our long-term sustainable growth by rewarding executives for strong performance in executing our business strategy.

Pay for performance is at the core of our approach to executive compensation. Compensation is tied to the achievement of our short, medium and long-term goals, so that most of what our executives earn is variable and not guaranteed. In practice this has meant that executives earn more when performance is strong, and earn less when performance is not strong. The board also has the discretion to adjust incentive payouts to reflect business performance.

We have set compensation for the named executives in U.S. dollars since 2004. As a global company, we draw from an international talent pool for executive talent at the most senior levels where U.S. dollars is the most common basis of compensation for these executives. Foreign exchange rates may impact how much the named executives receive depending on the currency in which they are paid. Accordingly, we take this into consideration when making compensation decisions to ensure our named executives are appropriately competitively positioned relative to both our Canadian and U.S. peer companies.

Five principles guide every compensation decision

Pay for performance is at the core of our compensation approach

 

LOGO

 

52   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 What we do
LOGO   Compensation aligned with business strategy
    incentive compensation is tied to the achievement of key performance measures, prudently balancing time horizons and performance perspectives
    performance measures are tied directly to our business strategy and shareholder value
      performance share units vest and pay out based on relative and absolute TSR
LOGO   Compensation aligned with long-term shareholder value
    most compensation is directly affected by our share price
    the annual incentive plan incorporates measures tied to our future success
      share ownership guidelines, clawback provisions and stock option exercise restrictions discourage executives from taking undue risk
LOGO   Compensation and performance benchmarked against peer companies
      executive pay is benchmarked against our compensation peer group
LOGO   Compensation aligned with good governance practices
    aligned with the Financial Stability Board’s Principles for Sound Compensation Practices
    employees must annually certify compliance with our code of business conduct and ethics
    management resources and compensation committee gets independent advice
    shareholders have a say on executive pay
      we engage with shareholders about our executive compensation program
LOGO   Compensation aligned with risk management objectives
    incentive compensation for divisional heads of control functions is based on measures that are not directly linked to the business they oversee
    we stress test compensation plan designs
    the CEO and CFO must hold Manulife equity after leaving Manulife
      executive compensation clawed back for wrongdoing, even when a financial restatement is not required

 

 What we don’t do
×   No grossing up of perquisites
×   No repricing or backdating of stock options
×   No hedging or monetizing of equity awards
×   No multi-year guarantees in employment agreements
×   No severance of more than two years on termination following a change in control

 

2017 Management information circular     53  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

How the Manulife board oversees executive compensation

 

LOGO   

The table below explains the role of the board, management and outside advisors in designing and awarding executive compensation.

 

We make sure Manulife’s executive compensation program follows good governance practices by aligning it with the Financial Stability Board’s (FSB) Principles for Sound Compensation Practices, the FSB’s Implementation Standards and other governance best practices related to compensation.

 

We conduct an internal audit of the executive compensation program every year to confirm alignment with the FSB’s Principles and Implementation Standards.

 

 

Board of directors

 

Oversees our overall approach to compensation, including alignment with sound risk management principles and Manulife’s risk appetite

 

Approves:

   overall financial plans and strategy upon which the targets for our incentive programs are based

 

   major compensation decisions, including compensation for the CEO and other senior executives

   

Board committees

 

The board carries out its compensation-related responsibilities with the help of two committees

 

All board committee members are independent

 

    LOGO  

See page 130 for information about director independence

 

You’ll find more about each committee’s members and responsibilities starting on page 37

 

 

54   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Independent advisor to the board

The management resources and compensation committee works with Hugessen Consulting Inc., a consulting firm that provides independent advice on executive compensation. Hugessen has been advising the management resources and compensation committee since 2006. The independent advisor:

    attends committee meetings
    provides advice about decisions related to compensation
    reports on compensation trends.

The table below shows the fees paid to Hugessen for its work with the committee in the last two years:

 

      2015        2016  
Executive compensation-related fees      $373,968          $407,417  
All other fees      $0          $0  

Hugessen meets the requirements of an independent advisor and does not work with management directly without the committee’s prior approval. Hugessen did not perform any other work for Manulife in 2016 or 2015.

q

 

Management resources and compensation committee

    Oversees our approach to human resources, including the executive compensation program

    Recommends major compensation decisions to the board

    All members are knowledgeable, senior business leaders with broad business experience as a senior officer or chair of the board of a major organization (public, private or not-for-profit), and the majority have experience in executive compensation

    At least one member also serves on the risk committee

 

Risk committee

    Oversees the alignment of our incentive compensation plans with sound risk management principles and practices and our risk appetite

    The majority of members have knowledge of risk management, as well as technical knowledge of relevant risk principles

    At least one member also serves on the management resources and compensation committee

    

Management’s executive compensation committee

    Includes the Chief Risk Officer, the Chief Financial Officer and the Executive Vice President, Human Resources

    Reviews incentive plan business performance measures, targets, weightings and results for alignment with Manulife’s business strategy and risk management objectives

    Monitors the incentive program designs of our peers

    Reviews compensation program changes for alignment with Manulife’s risk management objectives

 

Chief Risk Officer

    Participates in management resources and compensation committee meetings where recommendations for the design of the compensation program are reviewed and approved and there is informed discussion of the relevant risks associated with the compensation program

    Reviews the incentive compensation oversight process

    Reviews changes to the compensation program to make sure they are in line with our risk management objectives

    Also a member of management’s executive compensation committee

 

2017 Management information circular     55  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Managing compensation risk

 

LOGO   

Compensation is aligned with the company’s risk appetite and risk management objectives, and discourages inappropriate risk taking.

 

We use a compensation risk framework to structure how we manage the risks associated with the compensation program and the design features that mitigate these risks. The framework includes four categories, which shape the development of our compensation program. We assess our compensation program against the framework every year.

 

 

   

Business risk

 

Business risk has two
aspects:

  the risk that our
compensation
program encourages
behaviour that is not
in line with our
business strategy,
our risk appetite
statement and our
goal of generating
long-term
shareholder value
  the risk that the
compensation
program discourages
the taking of healthy
risks

 

We seek to manage
both aspects of
business risk by
including
performance
measures in our
incentive plans that
align compensation
with our business
strategy and reflect
the impact
employees have on
performance

 

     

Talent risk

 

Talent risk is the risk
that our compensation
program will not
attract and retain
talented employees

 

We seek to manage
this risk by designing
our compensation
program to be
competitive and
appealing to the
talent we want to
attract

     

Performance risk

 

Performance risk is
the risk that our
compensation
program will not
motivate
employees to
maintain high
performance
standards

 

We seek to
manage this risk by
including
appropriate links
between pay and
performance and
designing
compensation to
optimize business
results

     

Compliance and
ethical risk

 

Compliance and
ethical risk is the
risk that our
compensation
program will
encourage
employees to
engage in
questionable,
unethical or illegal
behaviour

 

We seek to
manage this risk
through strong
oversight and
control
mechanisms, and
by structuring our
compensation
program in a way
that minimizes the
potential incentive
to breach
compliance and
ethical guidelines

     

 

LOGO

  See page 123 for information about our risk appetite and our enterprise risk management framework

 

56   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Mitigating compensation risk

We seek to manage potential risk through our risk management policies, the design of our executive compensation program and proper oversight of our incentive plans, and integrating the consideration of our risk appetite into our incentive plans and performance assessments.

Program design

  compensation award horizons are appropriately balanced between short, medium and long term
  incentive plans include several performance measures, combining various performance scenarios
  specific risk control and capital adequacy measures are embedded in the performance share unit awards
  incentive plan awards depend on both company performance and TSR, which links our strategy and risk appetite with improving shareholder outcomes and capital strength
  compensation for the Chief Risk Officer and Chief Actuary is not linked to our business performance, to promote unbiased oversight and advice to senior management and the board
  annual incentives for divisional control function heads providing oversight are not directly linked to the performance of businesses they oversee

Incentive plan oversight

  the management resources and compensation committee oversees all incentive plans, including payout distribution, control and monitoring processes and the potential impact they may have on business risk
  division heads, with the support of divisional risk officers, human resources division heads, and divisional compliance officers, review and approve significant changes to material divisional incentive compensation plans, and attest annually that they do not generate inappropriate levels of business risk to the division and to Manulife as a whole
  we stress test and back test compensation plan designs to make sure payouts under different scenarios are appropriate and in line with our business performance
  the Chief Risk Officer and the risk committee also review the incentive plan oversight process

Risk perspective in performance assessment

  individual risk management objectives are included in annual goals for all senior leaders
  we assess employees against risk management criteria to make sure they are mindful of the risks inherent in their jobs and are working within the boundaries of our policies and practices, while still providing appropriate incentives for material risk takers to achieve our objectives
  performance assessments are expected to reflect how the employee contributed to managing our risk profile within our risk appetite and also take into account any signals from Internal Audit, Compliance or Risk Management highlighting inappropriate actions

 

2017 Management information circular     57  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Risk management policies

  Clawbacks – if a vice president or above commits fraud, theft, embezzlement or serious misconduct, whether or not there is a financial restatement, the board can, at its discretion, cancel some or all of his or her vested or unvested incentive awards, and require repayment of all or a portion of the incentive awards that have already been paid. In addition, if there is a material restatement of our financial statements related to CEO misconduct, the board will claw back the CEO’s incentive compensation in excess of the amounts that would have been awarded based on the material restatement
  Share ownership requirements – all executives are required to meet share ownership requirements. The CEO and CFO are required to maintain their share ownership for one year after leaving Manulife
  Share retention requirements – the CEO must hold at least 50% of the realized gains from the exercise of stock options in common shares during his employment and for one year post employment. The CFO must hold at least 50% of the realized gains from the exercise of stock options in common shares during his employment and for one year post employment, to the extent he does not otherwise meet his share ownership requirement
  No hedging – executives and directors are not allowed to use strategies (for example, short selling, or buying or selling a call or put option or other derivatives) to hedge or offset a change in price of Manulife securities. This policy is incorporated into our code of business conduct and ethics. All employees and directors are required to certify compliance with the code every year.

 

58   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Share ownership guidelines

Executives are required to own Manulife securities as a way to align their interests with those of our shareholders.

Executives have five years from the day they are appointed or promoted to the position to meet the requirement.

Deferred share units (DSUs), restricted share units (RSUs), performance share units (PSUs), common shares and preferred shares that executives own personally all qualify to meet the guideline, but stock options do not. We use the grant price or the current market price (whichever is higher) to calculate the value of awards, and assume a performance factor of 100% for PSUs.

The table below shows share ownership for each named executive as at February 28, 2017. We calculated the value of their shareholdings using $23.73, the closing price of Manulife common shares on the TSX on February 28, 2017. Salaries were converted to Canadian dollars using the exchange rate of US$1.00 = Cdn$1.3248 on that date.

 

    

Required
ownership
as multiple
of base

salary

    RSUs ($)     PSUs ($)     DSUs ($)     Personal
shareholdings
($)
    Total
holdings ($)
   

Share
ownership

as multiple

of base

salary

 
Donald Guloien     7.0       6,856,092       13,603,773       5,027,693       2,935,876       28,423,434       15.8  
Steve Roder     4.0       3,857,982       7,326,931       1,948,326             13,133,239       12.4  
Roy Gori     4.0       3,911,319       5,385,449       3,618,388             12,915,156       12.2  
Warren Thomson     4.0       2,511,852       4,150,987       4,907,163       1,119,676       12,689,678       11.7  
Craig Bromley     4.0       2,628,861       4,430,122             593       7,059,576       7.6  

 

2017 Management information circular     59  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

The decision-making process

We use the following process to determine compensation for the CEO, all executive committee members and heads of control functions, including the named executives. Base salary increases and long-term incentives are awarded at the beginning of each year. Annual incentives are approved after the end of each year.

 

   

 

Review

plan design

  ^  

 

Set performance

goals

  ^    

 

Ongoing review of
market and trends

  ^  
 

Management presents its initial recommendations for compensation structure and supporting rationale for the upcoming year to the management resources and compensation committee. This includes:

   compensation components

   compensation mix

   performance measures

 

The management resources and compensation committee discusses the recommendations and provides feedback to management

 

The risk committee reviews the risk management aspects of the program and satisfies itself that the compensation program is aligned with our risk management objectives

 

The management resources and compensation committee recommends the compensation program and structure to the board for approval. It seeks advice and guidance about compensation issues from its independent compensation advisor, and may seek feedback from shareholders and proxy advisory firms

 

   

The board approves the CEO’s individual performance goals

 

The management resources and compensation committee:

   reviews, approves and recommends to the board the individual performance goals of the executive committee members and heads of control functions

   reviews, approves and recommends to the board the business performance measures and financial targets for incentive plan purposes. Targets are aligned with the board-approved plans and are intended to be achievable yet provide a performance “stretch”

   stress tests different scenarios to set appropriate financial targets, performance peer group composition and plan changes

 

   

The management resources and compensation committee:

   reviews the composition of the compensation peer group

   reviews the competitive positioning of target compensation against desired market positioning

   reviews ongoing trends

 
          LOGO  

See page 62

for more about compensation benchmarking

 

 

 

LOGO   

  See page 64 for this year’s compensation program  

 

 

LOGO   

  See pages 69 and 77 for this year’s performance goals  

 

 

 

     

 

 

 

 

60   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

   

 

Assess

performance

  ^  

 

Finalize

compensation

         
 

The CFO presents and discusses the business performance results with the management resources and compensation committee

 

The independent advisor provides an independent view of business performance that is used for the incentive plans

 

The management resources and compensation committee reviews the performance factors for the annual incentive plan and performance share units

 

The board reviews and decides whether to use its discretion to make an adjustment to the performance factors, and then approves the performance factors

 

   

The CEO discusses and approves the individual performance and compensation recommendations for all executive committee members and heads of control functions with the management resources and compensation committee

 

During sessions held without management, the management resources and compensation committee and the board discuss compensation for the CEO, all executive committee members and heads of control functions

 

The board exercises independent judgment when making final compensation decisions

   
     

LOGO   

  See the named executive profiles starting on page 82 for details about their compensation this year      

 

 

LOGO   

  See pages 72 and 80 for this year’s performance results  

 

         

 

 

 

 

2017 Management information circular     61  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Benchmarking against our peers

 

LOGO   

We regularly benchmark our compensation against our peers to make compensation competitive so we can attract and retain executive talent. We also benchmark our performance against our peers to assess our relative performance for our performance share unit awards.

 

Benchmarking compensation for individual roles

We look at how other companies compensate roles that are similar to ours, benchmarking each component of compensation as well as total direct compensation. This makes compensation appropriately competitive so we can attract and retain high performing executive talent.

For our named executives, we primarily benchmark against our compensation peer group. For the role of Senior Executive Vice President and Chief Investment Officer, we also look at the pay practices of asset management advisory firms similar in size to Manulife Asset Management, our global asset management arm.

We also refer to pay information from three surveys published by prominent consulting firms:

  Diversified Insurance Survey : widely referenced survey of pay levels among major insurance companies in the United States
  Financial Services Executive Compensation Survey : survey of major financial institutions in Canada
  Insurance Executive Rewards Survey : survey of major insurance companies in the Asia Pacific region.

We target total direct compensation for our executives at the median level of the external market, but will position high performing executives above the median to reflect sustained high performance over time.

Peer groups

We use two peer groups:

  a compensation peer group to benchmark executive pay
  a performance peer group that we use to assess our relative TSR for our performance share unit awards.

We review the companies in both groups every year to make sure they continue to meet the following criteria:

  are similar in size
  have an international footprint
  are in similar lines of business
  compete with us for talent (for the compensation peer group)
  have readily available compensation data (for the compensation peer group).

The management resources and compensation committee selected 13 companies that meet these criteria for the compensation peer group: eight insurance companies (including Power Financial Corporation in 2016) and five Canadian banks.

The performance peer group includes 14 companies: the eight insurance companies in the compensation peer group, and six additional insurance companies that meet the criteria of similar size, international footprint and similar lines of business. These insurance companies are not in the compensation peer group because they do not disclose compensation data in a manner that allows us to reliably benchmark compensation for our named executives. The Canadian banks are not included in the performance peer

 

62   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

group because, while they are important competitors for capital and Canadian talent, they are not true competitors for many of our business lines and may not have the same exposure to macroeconomic market influences.

 

 

 

 

AFLAC Inc.

 

 

 

 

Bank of Montreal

   

  Ameriprise Financial Inc.     Bank of Nova Scotia    

  MetLife, Inc.     Canadian Imperial Bank  

u

 

 

 

Compensation

 

peer group

  Power Financial Corporation     of Commerce    

  Principal Financial Group Inc.     Royal Bank of Canada    

  Prudential Financial, Inc.     Toronto-Dominion Bank    

  Prudential plc          

  Sun Life Financial Inc.            

  AIA Group Limited        

  Allianz SE        

  Assicurazioni Generali SpA   u   Performance    

  Aviva plc     peer group    

  AXA SA        

  Zurich Insurance Group Ltd.        
 

 

New for 2016 and 2017

 

We have added Power Financial Corporation to our compensation and performance peer group in 2016 and our performance peer group in 2017 to increase the number of Canadian peers, and because it is a competitor for capital.

 

Power Financial Corporation, which owns Great West Life, a Canadian insurance competitor, meets the criteria of similar size, international footprint and similar lines of business.

 

 

Where we rank in our compensation peer group

The graph below shows how we rank against the compensation peer group median by five factors, illustrating why this group is appropriate as a benchmark for compensation. Total assets, market capitalization and revenue are the most recently reported figures and are in U.S. dollars. TSR is as at December 31, 2016 and is based on local currencies.

 

LOGO

(source: Bloomberg)

 

2017 Management information circular     63  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Our compensation program and 2016 performance

Total compensation

Our executive compensation program for the executives named in this circular has six key components.

 

Base salary

Set in February of each year and effective March 1st

 

u

  Fixed compensation based on role, performance, qualifications and experience   u  

Each executive’s salary depends on:

   qualifications, experience and role

   performance in the role

   past promotions and career progression

   salaries paid for comparable roles at peer companies

   salaries of comparable roles within Manulife

 

We benchmark salaries and salary ranges at least once a year against comparable roles in peer companies and other executives at Manulife

 

       

Annual incentive

   annual cash-based incentive

 

Awarded in February of the following year for the preceding year’s performance

 

 

LOGO

 

u

 

Variable compensation designed to reward senior executives for meeting company objectives and individual performance goals over a calendar year where performance is assessed based on “what” was achieved (contribution) and “how” they were achieved (exhibiting our cultural behaviours)

 

Ties compensation to short-term priorities that will result in sustainable performance over time

 

 

u

 

We set a target award for each executive (a percentage of base salary) based on competitive market data and the executive’s level

 

The amount we actually pay depends on a combination of company and individual performance

 

Company performance objectives are tied to the achievement of performance targets that position the company for future success

 

Individual performance objectives are aligned with our company strategy and fall into three categories:

   business objectives

   leadership objectives

   risk management objectives

 

       

 

64   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

Medium and

long-term incentives (equity-based incentives)

   restricted share units

   performance share units

   stock options

 

Awarded at the beginning of each year

 

 

LOGO

 

u

 

Variable compensation designed to reward senior executives for meeting company objectives and individual performance goals over a multi-year period

 

Ties compensation to company and share price performance over both the medium and long term

 

Strengthens retention and reinforces alignment with shareholder value, especially for senior executives

 

u

 

We set awards for each executive based on level, contribution, potential and market competitiveness, and benchmark the award levels every year against comparable roles in peer companies

 

The amount each executive ultimately receives depends on our performance:

   the value of restricted share units depends on the price of Manulife common shares at the time of vesting

   the value of performance share units depends on the price of Manulife common shares at the time of vesting, as well as how we perform against internal and relative performance measures that are aligned with our company strategy

   the value of stock options depends on the price of Manulife common shares at the time of grant and when stock options are exercised

 

We do not consider the outstanding value of restricted share units, performance share units and stock options an executive already holds when granting awards

 

       

Pension

 

 

LOGO

 

u

  Assists our employees as they save for their retirement   u  

We typically offer capital accumulation plans, including defined contribution, cash balance and 401(k) plans, depending on the country where the employee works

 

       
Benefits and wellness     Protects and invests in the well-being of our employees    

We offer group life, disability, health and dental insurance and wellness and other programs that reflect local market practice in the country where the employee works

 

       
Perquisites    

Offers market-competitive benefits

 

   

We offer perquisites depending on local market practice.

 

       

 

2017 Management information circular     65  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Compensation mix

The charts below show the mix of components that make up total target direct compensation for our senior executives, and how those components pay out over time.

Most of each executive’s compensation is variable (or at risk ), and a significant portion is tied to our share price. The proportion of at risk pay increases by level, making the link between pay and performance more pronounced for senior executives, because of the greater influence they have on our results. The combination of different incentive plans ensures that executives consider both the short-term and the long-term impact of their decisions.

The board believes this combination of components and time horizons helps to drive performance, align executive interests with those of shareholders, provide for competitive pay opportunities and encourage retention.

 

LOGO

 

LOGO

 

LOGO

 

66   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Compensation is aligned with business strategy and paid out over time

 

LOGO

 

LOGO

 

2017 Management information circular     67  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

About the annual incentive award

Our annual incentive plan is designed to reward senior executives for meeting company objectives and individual performance goals over a calendar year where performance is assessed based on “what” was achieved (contribution) and “how” they were achieved (exhibiting our cultural behaviours). Incentive compensation for higher level positions is more affected by total company results, while the emphasis at less senior levels in the organization is more on divisional, business unit or functional goals, with some links to global results to foster collaboration and a business owner mentality.

Performance measures and weightings are:

  linked to our strategy with targets set consistently with our board approved plan
  stress tested and back tested to make sure potential awards are aligned with business performance and do not encourage inappropriate risk-taking
  recommended by senior management and reviewed and approved by the board.

The board can adjust the calculated result up or down when significant events outside management’s control make awards unreasonable, unrepresentative or inappropriate.

 

68   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

How we calculate the award for the senior executives

 

LOGO

 

New for 2017

Key changes to the annual incentive plan

 

    four measures instead of seven

Simplified plan

    no overlap in measures with the PSU plan

 

    higher threshold performance

Better link between pay and performance

    narrower range of performance outcomes and payout range on net income

 

    scorecard more closely aligned with how our shareholders look at our performance, focusing on earnings and key initiatives

Improved alignment with shareholders

 

 

2017 Management information circular     69  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

 

Performance criteria for the 2016 awards (weighting)

 

Financial

success

50%

    Net income attributed to shareholders (25%)        
   

Aligns compensation with shareholder experience

 

    
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    50% below target    at target    50% above target        
                 
    Core earnings excluding investment-related experience (25%)     
   

Core earnings measures our underlying earnings capacity and is an important factor in valuing Manulife’s share price

 

    
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    25% below target    at target    25% above target        
                 

Operational success

40%

    New business value (10%)        
   

Measures how our insurance new business will impact earnings in the future

 

    
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    50% below target    at target    50% above target        
                 
    Wealth and Asset Management core earnings (10%)     
   

Measures how we are profitably growing our global Wealth and Asset Management business

 

    
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    50% below target    at target    50% above target        
                 
    Expense management (10%)        
   

Managing our costs to build competitive advantage

 

       
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    30% below target    at target    30% above target        
                 
    Financial flexibility (10%)        
   

Managing our capital to give us financial strength and flexibility

 

       
 

t

 

Threshold

0

  

Target

100

  

Maximum

200

       
    75% below target    at target    75% above target        
                 

Building for the future

10%

 

t

 

Strategic initiatives (10%)

Key initiatives based on our enterprise strategy that will drive growth with a balanced approach to risk

    

 

70   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

Performance criteria for awards starting in 2017 (weighting)

 

   

Financial success

50%

    Net income attributed to shareholders (25%)  
       

Same weighting, narrower performance range

 

 
     

t

 

Threshold

25

  

Target

100

  

Maximum

200

    
        30% below target    at target    40% above target     
                  
        Core earnings excluding investment-related experience (25%)  
       

Same weighting and performance range

 

 
     

t

 

Threshold

0

  

Target

100

  

Maximum

200

    
        25% below target    at target    25% above target     
                  
   

New business profitability

30%

    New business profitability (30%)  
        Measures profitable growth in new business across our portfolio
Includes the following measures of the business:
 
      t  

 

    New business value for insurance businesses

 
       

 

    Wealth and Asset Management core earnings

 

 
       

Threshold

0

  

Target

100

  

Maximum

200

    
        50% below target    at target    50% above target     
                  
   

Building for the future

20%

    Customer, employee and strategic initiatives (20%)  
     

t

 

  Higher weighting, and scope expanded to include customer experience and employee engagement
Qualitative, but informed by quantifiable measures and deliverables aligned with our strategic and annual operating plan. Established at the beginning of the year and approved by the management resources and compensation committee
 

As part of our simplification of the 2017 annual incentive plan, expense management and financial flexibility measures are no longer included. These items are incorporated within the broader financial and new business profitability targets, as well as directly in the personal objectives of our named executives.

Please turn to page 50 for more details about why the measures we’re introducing for 2017 are important and how we calculate them.

 

2017 Management information circular     71  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

2016 annual incentive

The company performance score applicable to named executives for the 2016 annual incentive award is 88%. This was based on performance against measures and objectives that were set at the beginning of the year, in line with our board-approved business plan (see the table below). During 2016, the board approved an adjustment to the business plan and our net income target which transferred an anticipated charge from our 2017 plan to our 2016 plan. This charge related to a change to the discount rate used in the valuation of our policyholder liabilities (the ultimate reinvestment rate or URR) in advance of an anticipated regulatory change by the Actuarial Standards Board expected to take effect in 2017, which we proactively adopted in the third quarter of 2016.

In 2016 we introduced core earnings excluding investment-related experience to replace the previous core earnings measure, and tightened the related performance range. Excluding core investment-related experience better aligns this measure with the operational performance of our divisions. We use core earnings as the basis for management planning and reporting and, along with net income attributable to shareholders, as a key measure to evaluate our operating segments. You’ll find more information about each named executive’s annual incentive award, and a discussion of their performance against their individual goals, in the profiles starting on page 82.

 

Company performance score for 2016  

Performance

type

       What we measured
(weighting)
  Performance range     Actual     Score     Weighted
score
 
              

Threshold

0

   

Target

100

   

Maximum

200

                      

Financial

success

(50%)

    Net income attributed to shareholders 1 ($ millions) (25%)     1,851       3,702       5,553       2,929       58%            15%  
      Core earnings excluding investment-related experience ($ millions) (25%)     2,775       3,700       4,625       3,824       113%            28%  

Operational success

(40%)

    New business value ($ millions) (10%) 2     618       1,235       1,853       1,226       98%       10%  
    Wealth and Asset Management core earnings ($ millions) (10%)     342       683       1,025       629       84%       8%  
    Expense management 3 (10%)                                     103%       10%  
      Financial flexibility 3 (10%)                                     55%       6%  

Building for the future

(10%)

     

Strategic

initiatives 3 (10%)

                                    110%       11%  
        2016 company performance score       88%  

 

1 Net income reflects an after-tax charge of $313 million related to a change in the discount rate used in the valuation of our policyholder liabilities in anticipation of regulatory change in 2017.

 

2 Target and actual do not include P&C Reinsurance because new business value is not an appropriate incentive measure for that business.

 

3 The scores for expense management, financial flexibility and strategic initiatives are based on performance against several predetermined goals that are consistent with our business plan.

 

72   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Understanding the score

Financial success

Net income was $2,929 million – 34% higher than 2015 but below target, as market volatility throughout 2016 and the strengthening of reserves related to our review of actuarial methods and assumptions had a negative effect on our results.

Core earnings excluding investment-related experience was $3,824 million – 12% higher than 2015 and higher than our target, highlighting Manulife’s operating momentum. A turnaround in core investment-related experience increased overall core earnings to $4,021 million – 17% higher than 2015 and achieving target set in 2012. See page 2 for a more detailed discussion of this year’s financial performance.

Operational success

New business value was 22% higher than 2015 and largely in line with target, driven by strong sales growth and higher product margins in Asia.

Wealth and Asset Management core earnings of $629 million were in line with 2015 but below target. Higher fee income on higher asset levels and higher tax benefits in the U.S. were offset by changes in business mix, fee compression in the U.S. pension business and strategic investments to optimize our operational infrastructure and expand our distribution reach in Europe and Asia.

Expense management reflects our Efficiency and Effectiveness (E&E) initiative, which leverages our global scale and capabilities to achieve operational excellence and cost efficiencies throughout the company. E&E has resulted in over $500 million in annual net pre-tax savings over four years. The savings have allowed us to fund other new initiatives, including those in the Building for the future category below.

The below target financial flexibility score reflects the impact of lower interest rates on local capital requirements in Asia which reduced overall net remittances from subsidiaries.

Building for the future

The strategic initiatives score reflects solid progress on delivering on our strategy.

New business value in Asia has grown at an accelerated rate, helped by the exclusive partnerships we have signed with other financial institutions in the region. Our Wealth and Asset Management businesses are also strongly positioned to grow with sizeable scale, thanks to strong organic growth and a number of acquisitions. Technology is transforming our industry and the lives of our customers, and we are investing across the company in re-engineering our business and dramatically improving the customer experience. Highlights from 2016 include:

  our life insurance offerings across Canada, the U.S. and parts of Asia now include wearable devices to help our customers live healthier lives and save money
  in Canada, we are using advanced, predictive analytics to simplify underwriting and eliminate unnecessary medical testing
  in the U.S., we launched the first phase of our new digital buying platform, and made our first foray into digital advice
  in mainland China, we are using the WeChat messaging platform to process claims, reducing processing time from more than one week to as little as one day.

 

2017 Management information circular     73  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

About the medium and long-term incentives

We grant equity-based incentives every year, offering a competitive mix of restricted share units, performance share units and stock options depending on the executive’s position.

 

      RSUs      PSUs      Stock options           
Chief Executive Officer      25%        35%        40%        
Senior executive vice presidents      25%        35%        40%        
Executive vice presidents      35%        35%        30%        
Chief Risk Officer/Chief Actuary      70%        0%        30%        
            

 

       

Medium-term incentives

 

Restricted share units

 

     

Performance share units

 

What

they are

  u   Notional shares that pay out based on the price of Manulife common shares     Notional shares that pay out based on our performance and on the price of Manulife common shares
         
Vesting and payout  

u

 

 

Vest and pay out in cash within three years

 

Their payout value is equal to the average closing price of Manulife common shares for the five trading days before the day they vest

   

Vest and pay out in cash within three years

 

The number of units that vest depends on our performance against absolute and relative performance measures that are set at grant, aligned with our strategy and approved by the board

 

Their payout value is equal to the average closing price of Manulife common shares for the five trading days before the day they vest, multiplied by the performance share unit performance factor

 

       

LOGO

  See page 78 for details about the performance conditions for the PSUs awarded for 2016
         
Dividend equivalents   u  

Credited as additional units at the same rate as dividends paid on Manulife common shares

 

 

74   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

   

 

Long-term incentive

 

Stock options

 

     

New for 2017

Greater emphasis on performance-
based incentives for the CEO and senior
executive vice presidents

 

The weighting of PSUs is increasing to 50%, to tie
a higher proportion of equity-based incentives
directly to the achievement of business results

 

LOGO

Rights to buy Manulife common shares in the future at a specified price
    

 

   
   

Vest 25% every year for four years from the grant date

 

Stock options granted in 2015 and later cannot be exercised until five years from the grant date except under extenuating circumstances

 

The exercise price is equal to the grant price

 

Their ultimate value is the difference between the exercise price and the price of Manulife common shares when they’re exercised

 

Stock options expire at the end of 10 years and are only transferable when the executive dies

   
   
   

Do not earn dividend equivalents

 

   

 

2017 Management information circular     75  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Grants   u  

The grant price is the closing price of Manulife common shares on the TSX on the last trading day before the grant date, or the average closing price for the five trading days before the grant date (whichever is higher)

 

The grant value of stock options is calculated using the Black-Scholes methodology

 

         
Notice of retirement   u  

Beginning with the 2015 grant, senior vice presidents or above have to provide three months’ notice before leaving Manulife or they will lose their post-termination retirement benefits and all outstanding grants will be forfeited

 

         
Restrictions on stock options   u  

Stock options granted in 2015 and later cannot be exercised until five years after the grant date. We added this restriction in 2015 because we believe executives should not benefit from short-term spikes in our share price while their stock options continue to be exercisable for several years

 

         
Blackout periods   u  

Medium and long-term incentives are not granted when our reporting insiders are prohibited from trading, which is commonly referred to as a blackout period . Annual awards are normally granted following the end of the blackout period after our year-end financial results are announced. Awards can also be made to select new executives at the time of hire. If the hire date falls within a blackout period, the grant is delayed until after the end of the blackout period

 

 

76   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

How we calculate the payout for performance share units

Performance share units vest and pay out based on the following formula.

Targets for the three-year performance period are set at the time of the grant, consistent with our business plan. The board can adjust the calculated result up or down when significant events outside management’s control make awards unreasonable, unrepresentative or inappropriate.

See page 62 for information about the performance peer group.

 

LOGO

 

 

 

New for 2017

Key changes to the PSU plan

 

    three equally weighted measures instead of six

Simplified plan

    single performance period of three years instead of three distinct periods with targets set in advance

    no overlap with the short-term incentive measures

 

Better link between pay and performance

    increased the weighting of PSUs to 50% from 35% of equity-based awards for the CEO and senior executive vice presidents

    added new Canadian peer to the performance peer group to give more context to our relative performance

 

Improved alignment with shareholders

    relative TSR now a measure instead of a modifier, increasing ties to shareholder experience

    vesting and performance period extended to three full years so they align more easily to our publicly reported results

 

 

 

 

2017 Management information circular     77  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Performance criteria for the PSUs awarded for 2016 (weighting)

 

Manulife performance factor     Net income attributed to shareholders (25%)        
   

Aligns compensation with shareholder experience

 

       
  t  

Threshold

0

  

Target

100

  

Maximum

150

       
    50% below target    at target    25% above target        
                 
   

Return on equity (25%)

Reflects the efficient use of capital in generating earnings

 

    
  t  

Threshold

0

  

Target

100

  

Maximum

150

       
    50% below target    at target    25% above target        
                 
   

Average MCCSR ratio (25%)

Focuses executives on building financial strength so we can meet our obligations to our policyholders

 

    
  t  

Threshold

0

  

Target

100

  

Maximum

150

       
    80% of target    at target    115% of target        
                 
   

Wealth and Asset Management core earnings (12.5%)

Measures how we are growing our Wealth and Asset Management business

 

    
  t  

Threshold

0

  

Target

100

  

Maximum

150

       
    50% below target    at target    25% above target        
                 
   

New business value (12.5%)

Measures how our insurance new business will impact earnings in the future – especially in Asia

    
    t  

Threshold

0

  

Target

100

  

Maximum

150

       
    50% below target    at target    25% above target        
                 
Relative TSR modifier    

Relative TSR

Compared to the median of our performance peer group. Applied as a modifier to the result from our internal performance measures

Aligns with shareholder experience. Tells us how well we are doing at increasing shareholder value compared with our peers

 

    
  t  

Threshold

80%

  

Target

100%

  

Maximum

120%

       
    30 pts below median    at median    30 pts above median        

 

78   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Performance criteria for the PSU awards starting in 2017 (weighting)

 

   

Performance factor

    Book value per share excluding AOCI (33%)   
       

Focuses on long-term growth in equity needed to support the company’s growth, and is used to value insurance companies and investment firms

 

     

t

 

Threshold

0

  

Target

100

  

Maximum

180

  
        10% below target    at target    8% above target   
                
        Core return on equity (33%)   
       

Reflects the efficient use of capital in generating core earnings

 

  
     

t

 

Threshold

0

  

Target

100

  

Maximum

180

  
        40% below target    at target    32% above target   
                
        Relative TSR (34%)   
       

Compared to the median of our performance peer group. Becomes a measure instead of a modifier, which gives it higher weighting

 

     

t

 

Threshold

0

  

Target

100

  

Maximum

180

  
        30 pts below median    median    24 pts above median   
                

We have simplified the 2017 PSU plan to include three measures, at the same time eliminating overlap with the annual incentive plan measures. The 2017 measures focus on longer term growth and the impact to our overall balance sheet, core earnings return on invested equity and have included relative TSR as a measure rather than a modifier.

Please turn to page 50 for more details about why the measures we’re introducing for 2017 are important and how we calculate them.

 

2017 Management information circular     79  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Payout for medium-term incentives that were awarded in 2014

Restricted share units and performance share units awarded in 2014 vested and were paid out on December 15, 2016. The amounts in the table below include reinvested dividends.

 

     

Vesting

date

     Grant date
price ($)
     Combined
performance
factor
     Vesting date
price ($)
     Payout as a %
of grant value
 
2014 RSUs      Dec 15, 2016                21.20                -                24.38                126%  
2014 PSUs      Dec 15, 2016        21.20        75%        24.38        95%  

The 2014 restricted share units paid out at 126% of their grant value.

The 2014 performance share units vested with a combined performance factor of 75%, based on the formula below.

Performance was assessed using performance measures and goals that were set in 2014, at the time of grant, in line with our board-approved business plan. No discretion was applied on the results.

 

LOGO

 

 

                                  As a
percentage
of original
award
 
               
Donald Guloien     159,445       x       75%       x       $24.38       =       $2,915,448               95%  
Steve Roder     54,152       x       75%       x       $24.38       =       $990,166       95%  
Roy Gori           x             x             =                     –  
Warren Thomson     44,122       x       75%       x       $24.38       =       $806,764       95%  
Craig Bromley     34,094       x       75%       x       $24.38       =       $623,411       95%  

The Manulife performance factor of 94% reflects our performance against targets for net income, return on equity and average MCCSR ratio across the 33 month performance period (January 2014 to September 2016). We maintained a strong capital position throughout the performance period, but net income and return on equity were below the targets we had set.

The relative TSR modifier reflects the performance of our share price compared with the median of our performance peer group across the performance period. Our share price performance was significantly below the median, resulting in a modifier of 80%, which together with the Manulife performance factor, produced the combined performance factor of 75%.

 

80   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Relative TSR modifier

 

Performance period

January 1, 2014 to September 30, 2016

       
Cumulative TSR     -20.95%  
Median performance peer group     +13.05%  
Manulife vs median TSR     -34 pts  
Relative TSR modifier     80%  

Manulife performance factor

Each year’s performance score was measured separately to reduce the impact of a single year.

 

    

What we measured

(weighting)

  Performance range     Actual     Score     Weighted
score
 
   
        

Threshold

0

   

Target

100

   

Maximum

150

                   
   

Performance period 1

(36% weight)

January 1, 2014 to December 31, 2014

 

Net income attributed to shareholders

($ millions) (34%)

    1,515       2,915       3,615       3,501       142%       48%  
  Return on equity (33%)     5.9%       11.5%       14.1%       11.9%       108%       36%  
  Average quarterly MCCSR ratio 1 (33%)    

80% of

target

 

 

   
100% of
target
 
 
   
115% of
target
 
 
      150%       49%  
Weighted average performance score for performance period 1       133%  

Performance period 2 2

(36% weight)

January 1, 2015 to December 31, 2015

 

Net income attributed to shareholders

($ millions) (34%)

    1,921       3,321       4,021       2,190       19%       7%  
  Return on equity (33%)     6.4%       11.2%       13.4%       5.8%       0       0  
  Average quarterly MCCSR ratio 1 (33%)    

80% of

target

 

 

   
100% of
target
 
 
   
115% of
target
 
 
      145%       48%  
Weighted average performance score for performance period 2       55%  

Performance period 3

(28% weight)

January 1, 2016 to September 30, 2016

  Net income attributed to shareholders
($ millions) (34%)
    1,680       3,080       3,780       2,866       85%       29%  
  Return on equity (33%)     6.8%       12.5%       15.2%       9.7%       49%       16%  
  Average quarterly MCCSR ratio 1 (33%)    

80% of

target

 

 

   
100% of
target
 
 
   
115% of
target
 
 
            150%       50%  
Weighted average performance score for performance period 3       95%  
Manulife performance factor = weighted average of the three periods (A)       94%  
Relative TSR modifier (B)       80%  
Combined performance factor (A * B)       75%  

 

1 MCCSR ratio is a regulatory ratio used by the Office of the Superintendent of Financial Institutions Canada (OSFI) to evaluate the financial strength of an insurer and its ability to meet its obligations to policyholders. The score represents the average of the quarterly MCCSR scores for the performance period. Quarterly MCCSR scores are calculated by comparing the MCCSR ratio that Manufacturers Life achieves each quarter to the internal capital target for that quarter.

 

2 The management resources and compensation committee adjusted the targets for net income attributed to shareholders and return on equity to reflect the impact of the Standard Life and New York Life acquisitions on 2015 financial goals. The committee did not change the target for average quarterly MCCSR score.

 

2017 Management information circular     81  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Compensation of the named executives

 

   Donald Guloien, President and CEO

   
LOGO  

 

As President and CEO, Mr. Guloien is a member of the board of
directors and chair of the Executive Committee. He is a 36-year
veteran of Manulife.

The table below describes the key results for determining Mr. Guloien’s compensation for 2016. Although there were many positive results as noted below, we did not meet some of our ambitious targets established for the year and our three-year TSR is still below the median of the peer group.

 

Financial

 

     Net income attributed to shareholders of $2.9 billion for the year, up 34% from the prior year however below our target

     $4.0 billion in core earnings, an increase of 17% from the prior year and achieving the target set back in 2012

     Core return on equity of 10.1% was below target

     Positive net flows 1 in our Wealth and Asset Management businesses were $15.3 billion compared to $34.4 billion in the prior year, making seven consecutive years of net inflows

     Gross flows 1 in our Wealth and Asset Management businesses were $120.5 billion, an increase of 3% compared with the prior year

     Insurance sales were $4.0 billion, an increase of 11% compared with 2015

     New business value was $1.2 billion, an increase of 22% from 2015

     Total assets under management and administration 1 were $977 billion as at December 31, 2016, an increase of 6% compared with 2015

     

Operational

 

     Launched Vitality Check in Canada, a physical fitness check-up that provides members with personal health information they can use to better understand their overall health

     Expanded the Vitality offering in the U.S. to include an industry-first survivorship product to help ensure that more couples are better prepared for the future

     Launched a new financial planning mobile app for third party agencies in Japan which features simulations to help customers see their potential financial needs

     Finished the year with 112 Four- or Five-star Morningstar rated funds – an increase of 17 funds from the prior year

     In Canada, recognized by the Glassdoor Employees’ Choice Awards as one of the Best Places to Work for the second year in a row

     In the U.S., received a perfect score of 100 per cent on the Human Rights Campaign’s 2017 Corporate Equality Index for LGBT workplace equality.

     In Hong Kong, named Company for Financial Planning Excellence of the Year in the insurance category for the 10th consecutive year.

     
Building for the future  

     Invested across the company to re-engineer our business and dramatically improve customer experience through the use of predictive analytics, simplifying underwriting and reducing unnecessary testing

     Launched two digital advice programs in the U.S. and positioned the company to launch additional programs in 2017

     

 

  1   These are non-GAAP measures, which you can read about on page 50.

 

82   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Total direct compensation

The table below shows the total direct compensation the board approved for Mr. Guloien for 2016 and for his base salary and medium and long-term incentives for 2017, based on the recommendation of the management resources and compensation committee. Mr. Guloien’s 2016 U.S. dollar total direct compensation was 7% lower than 2015.

The board established Mr. Guloien’s compensation taking into account our company performance and relative performance against our peers, Mr. Guloien’s future potential contributions, the competitive positioning of his compensation, the alignment of his compensation with shareholder interests and the impact of foreign exchange rates as his compensation is established in U.S. dollars.

 

(in US$)    2014      2015      2016      2017 target  
Base salary    $ 1,325,000      $ 1,358,125      $ 1,358,125      $ 1,358,125  
Annual incentive    $ 2,674,181      $ 2,085,061      $ 1,222,313      $ 2,037,188  
Medium-term incentive            
PSUs    $ 2,782,500      $ 2,852,063      $ 2,852,063      $ 3,055,781  
RSUs    $ 1,987,500      $ 2,037,187      $ 2,037,187      $ 0  
Long-term incentive            
stock options    $ 3,180,000      $ 3,259,500      $ 3,259,500      $ 3,055,781  
Total direct compensation    $ 11,949,181      $ 11,591,936      $ 10,729,188      $ 9,506,875  

 

LOGO

 

2017 Management information circular     83  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Base salary

Mr. Guloien did not receive a base salary increase for 2016. The board again approved no change in base salary for 2017 as the current base salary of US$1,358,125 was determined to be appropriate.

Annual incentive

Mr. Guloien’s 2016 annual incentive award was approved and paid in cash in February 2017. It was US$1,222,313 or 60% of his target, below the calculated business performance score of 88%. This is 41% lower than his 2015 award. While there were many positive results in the year, we fell short of some of our ambitious targets and our three-year TSR was below the median of the peer group.

Medium and long-term incentives

Mr. Guloien was granted US$8,148,750 in medium and long term incentives for 2016. The award was made in February 2016 and was based on his performance, anticipated future contributions, the compensation peer group and the board’s focus on aligning executive pay with the interests of our shareholders.

To ensure CEO compensation is more appropriately positioned relative to the compensation peer group, the board reduced the CEO’s medium and long-term incentive awards to US$6,111,562 for 2017 or 75% of target and 25% lower than 2016. This reflects the board’s decision not to grant the CEO any RSUs. The resultant mix of 50% performance share units and 50% stock options aligns the CEO’s compensation directly with Manulife’s long-term performance and shareholder experience.

 

84   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

CEO compensation lookback

The CEO lookback table compares Mr. Guloien’s awarded compensation in each of the last five years to the actual value of that compensation as at December 31, 2016. The actual value (realized and realizable) for a particular year includes Mr. Guloien’s salary, the annual incentive awarded for that year, the vested value of restricted share units and performance share units that were granted in that year (or current value for units that are outstanding), the value of any exercised stock options, and the in-the-money value of outstanding stock options that were granted in that year.

The table also compares the actual value to Mr. Guloien for each $100 of compensation awarded each year to the value earned by shareholders over the same period. We have indexed these values at $100 to provide a meaningful comparison.

The actual value of Mr. Guloien’s compensation is closely aligned with the shareholder experience as it reflects the current value of his outstanding equity awards. This is consistent with the emphasis on aligning Mr. Guloien’s pay with the longer-term success of Manulife.

 

      Total direct
compensation
awarded
    

Actual value

(realized and
realizable)

at December 31,
2016

     Value of $100  
         Period    Mr. Guloien      Manulife
shareholders
 
2012    $ 9,888,466      $ 20,596,532      Jan 1, 2012 to Dec 31, 2016    $ 208.29      $ 261.14  
2013    $ 12,091,368      $ 18,969,226      Jan 1, 2013 to Dec 31, 2016    $ 156.88      $ 200.91  
2014    $ 13,558,918      $ 12,431,412      Jan 1, 2014 to Dec 31, 2016    $ 91.68      $ 125.59  
2015    $ 14,782,884      $ 13,289,470      Jan 1, 2015 to Dec 31, 2016    $ 89.90      $ 115.55  
2016    $ 14,607,399      $ 20,378,645      Jan 1, 2016 to Dec 31, 2016    $ 139.51      $ 119.94  

Total direct compensation awarded includes salary, annual incentive, share-based awards and option-based awards, as reported in the summary compensation table each year.

Actual value (realized and realizable) represents the actual value to Mr. Guloien of compensation awarded each year, realized between grant and December 31, 2016 or still realizable on December 31, 2016.

Value of $100 for Mr. Guloien: represents the actual value (realized and realizable) to Mr. Guloien for each $100 of total direct compensation awarded for each fiscal year.

For Manulife shareholders: represents the cumulative value of a $100 investment in common shares made on the first trading day of the period, assuming dividends are reinvested.

 

2017 Management information circular     85  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Steve Roder, Senior Executive Vice President and Chief Financial Officer

   
LOGO  

 

Mr. Roder is responsible for managing Manulife’s financial affairs
including Finance, Accounting, Capital, Valuation, Treasury,
Taxation, Investor Relations, Reinsurance and Financial
Regulation. He has played a key role on various corporate
development activities and has continued to use his deep
knowledge of Asia and extensive network for the benefit of
Manulife. He is a member of Manulife’s Executive Committee.

The table below describes the key results that went into determining Mr. Roder’s compensation for 2016.

 

Financial

 

    Net income attributed to shareholders of $2.9 billion for the year, up 34% from the prior year however below our target

    $4.0 billion in core earnings, an increase of 17% from the prior year and core earnings excluding investment experience ahead of target

    Core return on equity of 10.1% was below target

    Run rate savings from efficiency and effectiveness project in line with plan

    Strong capital level and leverage ratio within target range

Operational

 

    Continued to drive transformation of finance processes and systems – in particular significant progress on the valuation systems transformation project and Asia finance infrastructure project, leading to efficiency and effectiveness gains

    Led diversification of debt funding with successful issues in U.S., Singapore and Taiwan with economic and risk reduction benefits to shareholders

    Continued to improve the financial close processes leading to shortened timelines and efficiencies

    Continued to enhance the annual planning process, embedding a shareholder value mindset at a business unit level

Building for the future  

    Drove focus on TSR leading to significant business decisions about our portfolio of businesses

    Continued to drive our efforts to achieve acceptable outcomes in the face of regulatory changes, in particular IFRS and LICAT

    Continued the successful diversification of our equity shareholder base

 

86   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Total direct compensation

The table below shows the total direct compensation the board approved for Mr. Roder for 2016 and for his base salary and medium and long-term incentives for 2017, based on the recommendation of the CEO and the management resources and compensation committee. Mr. Roder’s 2016 U.S. dollar total direct compensation was slightly higher than 2015.

The board established Mr. Roder’s compensation taking into account our company performance and relative performance against our peers, Mr. Roder’s future potential contributions, the competitive positioning of his compensation, the alignment of his compensation with shareholder interests and the impact of foreign exchange rates as his compensation is established in U.S. dollars.

 

(in US$)    2014      2015      2016      2017 target  
Base salary    $ 720,000      $ 770,000      $ 800,000      $ 800,000  
Annual incentive    $ 1,421,550      $ 1,000,000      $ 900,000      $ 1,000,000  
Medium-term incentive            
PSUs    $ 945,000      $ 1,225,000      $ 1,260,000      $ 1,650,000  
RSUs    $ 675,000      $ 875,000      $ 900,000      $ 660,000  
Long-term incentive            
stock options    $ 1,080,000      $ 1,400,000      $ 1,440,000      $ 990,000  
Total direct compensation    $ 4,841,550      $ 5,270,000      $ 5,300,000      $ 5,100,000  

 

LOGO

Base salary

Mr. Roder’s salary was increased by 3.9% for 2016, effective March 1, 2016. The board reviewed and approved no change in base salary for 2017.

Annual incentive

Mr. Roder’s 2016 annual incentive award was approved and paid in February 2017. It was 90% of his target and 10% lower than his 2015 award, and largely aligned with the company performance score of 88% reflecting his contributions to the overall results of the Company in 2016.

Medium and long-term incentives

Mr. Roder was granted a total of US$3,600,000 in medium and long-term incentives for 2016. The award, made in February 2016, was based on his performance, anticipated future contributions, the competitive position of his compensation compared to the peer group and the board’s focus on aligning executive pay with the interests of our shareholders.

In February 2017, the board approved US$3,300,000 in medium and long-term incentives for 2017.

 

2017 Management information circular     87  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Roy Gori, Senior Executive Vice President, General Manager, Asia Division

   
LOGO  

 

Mr. Gori joined Manulife in 2015 and is responsible for leading
our operations in Asia, which includes our businesses in Japan,
Hong Kong, Singapore, China, Indonesia, Vietnam, the
Philippines, Malaysia, Cambodia, Thailand, Taiwan, and
Macau. He is a member of Manulife’s Executive Committee.

 

The table below describes the key results that went into determining Mr. Gori’s compensation for 2016.

 

Financial

 

    Delivered record annualized premium equivalent sales of US$2.5 billion and new business value of US$754 million, an increase of 29% and 35% respectively, reflecting continued momentum from organic growth of our Asia businesses, and a step change from activation of inorganic opportunities, including the DBS partnership. The result is a more balanced Asia footprint in terms of geographical and distribution mix

    US$1.1 billion in core earnings, a 15% increase compared with 2015 after adjusting for costs arising from the expansion of our dynamic hedging program and the impact of changes in foreign currency rates

    Remittances from Asia subsidiaries were lower than target, largely due to the impact of lower interest rates on local capital requirements

Operational

 

    Focus on leadership and culture resulted in clear progress towards a medium term goal of achieving best in class employee engagement for Asia Division

    Increased market share and ranking across the region

    Supported the company’s funding diversification strategy including the issuance of SGD$500 million subordinated debt in Singapore

    Assisted with the launch of the first pure play U.S. office REIT listing in Singapore

Building for the future  

    Successful execution of 15-year exclusive regional bancassurance partnership with DBS to enable efficient and scalable growth

    Commenced 15-year exclusive Mandatory Provident Fund distribution partnership with Standard Chartered Bank in Hong Kong and completed the acquisition of its existing pension business

    Improved customer experience with the introduction of a Net Promoter System across key customer touch points; early results showed a five percentage point improvement in net promoter score

    Extended the delivery of in-house innovations through the launch of ManulifeMOVE in China and the Philippines and the roll-out of market leading electronic point of sales technology

    Introduced eClaims services in China, Indonesia and Vietnam, and delivered a first to market online end to end mutual fund transaction solution in Indonesia

 

88   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Total direct compensation

The table below shows the total direct compensation the board approved for Mr. Gori for 2016 and for his base salary and medium and long-term incentives for 2017, based on the recommendation of the CEO and the management resources and compensation committee. Mr. Gori’s 2016 U.S. dollar total direct compensation was 15% higher than 2015.

The board established Mr. Gori’s compensation taking into account our company performance, relative performance against our peers, Mr. Gori’s future potential contributions, the competitive positioning of his compensation, the alignment of his compensation with shareholder interests and the impact of foreign exchange rates as his compensation is established in U.S. dollars.

 

(in US$)    2015      2016      2017 target  
Base salary    $ 700,000      $ 750,000      $ 800,000  
Annual incentive    $ 1,200,000      $ 1,300,000      $ 1,000,000  
Medium-term incentive         
• PSUs    $ 875,000      $ 1,050,000      $ 1,600,000  
• RSUs    $ 625,000      $ 750,000      $ 640,000  
Long-term incentive         
• stock options    $ 1,000,000      $ 1,200,000      $ 960,000  
Total direct compensation    $ 4,400,000      $ 5,050,000      $ 5,000,000  

 

LOGO

Base salary

Mr. Gori’s salary was increased by 7.1% for 2016, effective March 1, 2016. The board reviewed and approved a salary increase of 6.7% effective March 1, 2017 to reflect Mr. Gori’s outstanding performance for the year.

Annual incentive

Mr. Gori’s annual incentive award was approved and paid in February 2017. It was 139% of his target and 8% higher than his 2015 award, reflecting his effective leadership of our Asia Division, development of strong partnerships and our solid growth in Asia.

Medium and long-term incentives

Mr. Gori was granted a total of US$3,000,000 in medium and long-term incentives for 2016. The award, made in February 2016, was based on his anticipated future contributions, the competitive position of his compensation compared to the peer group and the board’s focus on aligning executive pay with the interests of our shareholders.

In February 2017, the board approved US$3,200,000 in medium and long-term incentives for 2017.

 

2017 Management information circular     89  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Warren Thomson, Senior Executive Vice President and Chief Investment Officer

   
LOGO  

 

Mr. Thomson is responsible for managing the global
investment operations which include the General Fund and
Manulife Asset Management, Manulife’s global asset
management business with combined assets under
management (AUM) of nearly $705 billion. He is a member of
Manulife’s Executive Committee.

2016 highlights

The table below describes the key results for determining Mr. Thomson’s compensation for 2016.

 

Financial

 

    Contributed $197 million of investment-related experience gains to core earnings, 49% of full year expectations. Results from our investment management activity outperformed expectations in the final three quarters of 2016 delivering $537 million of investment-related gains, however these were offset by a $340 million investment-related experience loss in the first quarter with negative investment results across almost all factors, including oil and gas

    Ended 2016 with record AUM of $461 billion in Manulife Asset Management which ranked as the 28th largest institutional asset manager globally in 2015 1 , up from 32nd in 2014 and 55th in 2008

    Generated $8.5 billion in net flows from institutional clients in 2016 due to strong investment management performance which, while below expectations compared favourably with net outflows in active management globally across the industry 2

    Outperformed peers/index by 61% and 71%, respectively, over the last three and five years, for public market assets in Manulife Asset Management

Operational

 

    Launched Manulife’s largest transformation program to-date, Global Optimization (GO), to optimize our operational infrastructure

    Achieved higher scores for both manager effectiveness and manager support although overall employee engagement score dropped 1%

    Appointed the first Global CFO of Wealth and Asset Management (WAM) to establish a globally integrated Finance and Strategy team

Building for the future  

    Launched a US$519 million Singapore Real Estate Investment Trust (REIT), the first pure-play U.S. office REIT to be publicly listed in Asia

    Continued to invest in Manulife Asset Management’s Europe-based distribution and investment operations and business

    Continued to execute our buildout of differentiated asset management “solutions” offerings, including customized liability-driven investing (LDI) mandates

    Continued to build out Private Asset capability in Asia

  1   Pensions & Investments institutional money manager survey as of December 31, 2015
  2   eVestment Traditional Asset Flows Report, Q4 2016

 

90   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Total direct compensation

The table below shows the total direct compensation the board approved for Mr. Thomson for 2016 and for his base salary and medium and long-term incentives for 2017, based on the recommendation of the CEO and the management resources and compensation committee. Mr. Thomson’s 2016 U.S. dollar total direct compensation was slightly lower than 2015.

The board established Mr. Thomson’s compensation taking into account our company performance and relative performance against our peers, Mr. Thomson’s future potential contributions, the competitive positioning of his compensation, the alignment of his compensation with shareholder interests and the impact of foreign exchange rates as his compensation is established in U.S. dollars.

 

(in US$)    2014      2015      2016      2017 target  
Base salary    $ 700,000      $ 800,000      $ 820,000      $ 820,000  
Annual incentive    $ 1,658,475      $ 1,250,000      $ 1,200,000      $ 1,640,000  
Medium-term incentive            
• PSUs    $ 770,000      $ 805,000      $ 805,000      $ 1,100,000  
• RSUs    $ 550,000      $ 575,000      $ 575,000      $ 440,000  
Long-term incentive            
• stock options    $ 880,000      $ 920,000      $ 920,000      $ 660,000  
Total direct compensation    $ 4,558,475      $ 4,350,000      $ 4,320,000      $ 4,660,000  

 

LOGO

Base salary

Mr. Thomson’s salary was increased by 2.5% for 2016, effective March 1, 2016. The board reviewed and approved no change in base salary for 2017.

Annual incentive

Mr. Thomson’s 2016 annual incentive award was approved and paid in February 2017. It was 73% of his target and 4% lower than his 2015 award, reflecting solid growth of our Manulife Asset Management franchise in 2016, offset by below target General Fund Investment Experience and Manulife Asset Management net operating income.

Medium and long-term incentives

Mr. Thomson was granted a total of US$2,300,000 in medium and long-term incentives for 2016. The award, made in February 2016, was based on his anticipated future contributions, the competitive position of his compensation compared to the peer group and the board’s focus on aligning executive pay with the interests of our shareholders.

In February 2017, the board approved US$2,200,000 in medium and long-term incentives for 2017.

 

2017 Management information circular     91  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

   Craig Bromley, President, John Hancock Financial Services, Senior Executive
Vice President and General Manager, U.S. Division

   
LOGO  

 

Mr. Bromley is President of John Hancock Financial Services, the
U.S. division of Manulife. He is responsible for overall leadership
and vision for our U.S. operations and is a member of Manulife’s
Executive Committee. The division’s core businesses include
Investments, 401(k) plans, Life Insurance, and Signator Investors,
Inc.

 

The table below describes the key results that went into determining Mr. Bromley’s compensation for 2016.

 

Financial

 

    Core earnings were US$1.2 billion, or 6% higher than 2015

    Wealth and Asset Management gross flows were US$49.4 billion, or 5% higher than 2015, however net flows were negative for the year

    Life insurance sales decreased 6% from 2015 reflecting the industry trend towards products with guaranteed features which we have deliberately de-emphasized

    Maintained strong capital levels for insurance operating companies at the upper end of the targeted risk-based capital range

Operational

 

    Advanced the creation of a cloud-based pension recordkeeping platform and the launch of a goals-based digital advice business

    Led the formation of a true omni-channel advice business, spanning face-to-face advisors, telephone support teams, and digital advice platforms

    Successfully completed the acquisition of certain assets from Transamerica Financial Advisors – pushing Signator Investor, Inc. to among the top 15 independent broker/dealers by Assets Under Administration

Building for the future  

    Introduced the division’s first uniform customer experience measurement system

    Developed an Exchange Traded Funds franchise

    Drove the expansion of direct-to-customer insurance distribution supported by advanced analytics and cross-industry partnerships

 

92   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Total direct compensation

The table below shows the total direct compensation the board approved for Mr. Bromley for 2016 and for his base salary and medium and long-term incentives for 2017, based on the recommendation of the CEO and the management resources and compensation committee. Mr. Bromley’s 2016 U.S. dollar total direct compensation was slightly higher than 2015.

The board established Mr. Bromley’s compensation taking into account our company performance and relative performance against our peers, Mr. Bromley’s future potential contribution, the competitive positioning of his compensation and the alignment of his compensation with shareholder interests.

 

(in US$)    2014      2015      2016      2017 target  
Base salary    $ 600,000      $ 660,000      $ 700,000      $ 700,000  
Annual incentive    $ 1,184,625      $ 950,000      $ 750,000      $ 875,000  
Medium-term incentive            
• PSUs    $ 595,000      $ 770,000      $ 840,000      $ 1,300,000  
• RSUs    $ 425,000      $ 550,000      $ 600,000      $ 520,000  
Long-term incentive            
• stock options    $ 680,000      $ 880,000      $ 960,000      $ 780,000  
Total direct compensation    $ 3,484,625      $ 3,810,000      $ 3,850,000      $ 4,175,000  

 

LOGO

Base salary

Mr. Bromley’s salary was increased by 6.1% for 2016, effective March 1, 2016. The board reviewed and approved no change in base salary for 2017.

Annual incentive

Mr. Bromley’s 2016 annual incentive award was approved and paid in February 2017. It was 86% of his target and 21% lower than his 2015 award, reflecting solid core earnings performance with strong sales in retirement plan services being offset by the market conditions and competitive pressures which challenged the Division’s insurance and fund sales.

Medium and long-term incentives

Mr. Bromley was granted a total of US$2,400,000 in medium and long-term incentives for 2016. The award, made in February 2016, was based on his anticipated future contributions, the competitive position of his compensation compared to the peer group and the board’s focus on aligning executive pay with the interests of our shareholders.

In February 2017, the board approved US$2,600,000 in medium and long-term incentives for 2017.

 

2017 Management information circular     93  


COMPENSATION DISCUSSION AND ANALYSIS

 

 

 

Share performance

The graph below compares the cumulative value of $100 invested in Manulife shares for the five years starting on December 31, 2011 with the value of $100 invested in each of two Toronto Stock Exchange (TSX) indices shown below for the same period, assuming dividends are reinvested.

 

LOGO

 

(as at December 31)    2011      2012      2013      2014      2015      2016  
Manulife Financial Corporation    $ 100.00      $ 129.98      $ 207.93      $ 226.00      $ 217.73      $ 261.14  
S&P/TSX Composite Index    $ 100.00      $ 107.18      $ 121.09      $ 133.87      $ 122.72      $ 148.58  
S&P/TSX Composite Financials Index    $ 100.00      $ 117.57      $ 145.38      $ 165.42      $ 162.59      $ 201.78  

To illustrate the effectiveness of our executive compensation program and its alignment to our pay for performance core principle, the graph below compares the relationship between the CEO’s realized and realizable pay (as a percentage of his total target direct compensation) to our share price performance and our compensation peers.

 

LOGO

 

94   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Over the five year period from 2011 to 2015, Manulife’s TSR was lower than the median of the peer group. Our share price performance has impacted the CEO’s pay as his realized and realizable pay over this time period was 96% of his total target direct compensation compared to the peer group median of 142% of total target direct compensation.

The regression line in the graph highlights the relationship between pay and performance. CEOs of companies above the line have realized more compensation than what is typical for a given level of return, while CEOs of companies below the line have realized less compensation than what is typical for that level of return. The chart shows the close alignment between our CEO’s realized and realizable pay and Manulife’s TSR.

     

Average

annual TSR
(2011-2015)

    

CEO realized and

realizable pay

(2011-2015) as a

percent of total
target direct
compensation

 
Peer 1      34%        211%  
Peer 2      21%        290%  
Peer 3      16%        143%  
Peer 4      15%        243%  
Peer 5      13%        143%  
Peer 6      12%        135%  
Peer 7      12%        146%  
Peer 8      12%        126%  
Peer 9      12%        142%  
Manulife      9%        96%  
Peer 10      7%        134%  
Peer 11      4%        95%  
Peer 12      4%        127%  
 

 

(See page 62 for information about our compensation peer group, and page 7 for details about how we calculate realized and realizable pay.)

The table below shows the cost of management ratio, which expresses the total compensation reported for the named executives as a percentage of net income attributed to shareholders.

The cost of management ratio is affected by foreign exchange rates, the named executives each year and our net income.

 

     2012     2013     2014     2015     2016  
Total compensation reported for the named executives ($ thousands)     $27,355       $31,788       $38,857       $49,652       $42,234  
Net income attributed to shareholders ($ millions)     $1,736       $3,130       $3,501       $2,191       $2,929  
Cost of management ratio     1.6%       1.0%       1.1%       2.3%       1.4%  

Total compensation reported for the named executives

The total compensation reported in the summary compensation table each year.

Cost of management ratio

Total compensation paid to the named executives divided by net income attributed to shareholders, expressed as a percentage.

Named executives each year

2012: Donald Guloien, Steve Roder, Warren Thomson, Jean-Paul Bisnaire, Paul Rooney, Michael Bell

2013: Donald Guloien, Steve Roder, Warren Thomson, Paul Rooney, Jean-Paul Bisnaire

2014: Donald Guloien, Steve Roder, Warren Thomson, Paul Rooney, Craig Bromley

2015: Donald Guloien, Steve Roder, Warren Thomson, Paul Rooney, Roy Gori

2016: Donald Guloien, Steve Roder, Roy Gori, Warren Thomson, Craig Bromley

 

2017 Management information circular     95  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Summary compensation table

The table below shows the compensation awarded to the named executives for our last three fiscal years. We set compensation for the named executives in U.S. dollars, and have converted the amounts below to Canadian dollars consistent with our financial statements. Fluctuations in exchange rates can contribute to changes in the compensation amounts reported from year to year.

 

     Year      Salary ($)      Share-based
awards ($)
    

Option-

based
awards ($)

        

Donald Guloien

President and CEO

    

2016

2015

2014

 

 

 

    

1,803,437

1,723,671

1,438,720

 

 

 

    

6,722,719

6,104,719

5,274,666

 

 

 

    

4,481,813

4,069,812

3,516,444

 

 

 

        

Steve Roder

Senior Executive Vice President and

Chief Financial Officer

    

2016

2015

2014

 

 

 

    

1,055,275

970,915

790,515

 

 

 

    

2,970,000

2,622,060

5,069,136

 

 

 

    

1,980,000

1,748,040

1,194,264

 

 

 

        

Roy Gori

Senior Executive Vice President and General Manager,

Asia Division (joined Manulife on March 2, 2015)

    

2016

2015

 

 

    

982,435

746,445

 

 

    

2,475,000

5,634,000

 

 

    

1,650,000

1,252,000

 

 

        

Warren Thomson

Senior Executive Vice President

and Chief Investment Officer

    

2016

2015

2014

 

 

 

    

1,084,178

972,307

766,636

 

 

 

    

1,897,500

5,643,168

1,459,656

 

 

 

    

1,265,000

1,148,712

973,104

 

 

 

        

Craig Bromley

President, John Hancock Financial Services

Senior Executive Vice President and General Manager, U.S. Division

    

2016

2015

2014

 

 

 

    

920,035

863,055

653,142

 

 

 

    

1,980,000

1,648,152

1,127,916

 

 

 

    

1,320,000

1,098,768

751,944

 

 

 

        

Base salary

Set in U.S. dollars for Mr. Guloien, Mr. Roder, and Mr. Thomson, but paid semi-monthly in Canadian dollars using the Bank of Canada noon exchange rate that applied on the previous pay date. Mr. Gori’s salary is set in U.S. dollars but he is paid in Hong Kong dollars. We used the average 2016 exchange rate of HK$1.00 = $0.1707 to convert to Canadian dollars. Mr. Bromley’s salary is set and paid in U.S. dollars. We used the average quarterly 2016 exchange rate of US$1.00 = $1.3252 to convert to Canadian dollars.

Share-based awards

The grant date fair value of performance share units, restricted share units, and deferred share units awarded to the named executives, including dividend equivalents, which are credited as additional units using the data in the table below. The grant date fair value is the closing price of a Manulife common share on the TSX on the last trading day before the grant date or the average closing price for the last five trading days before the grant date (whichever is higher).

 

Mr. Thomson’s amount for 2015 includes a one-time special award of US$3,000,000 in deferred share units, granted on August 17, 2015, that vested immediately.

Mr. Gori’s amount for 2015 includes a one-time award of US$3,000,000, granted on March 2, 2015, to replace compensation he forfeited from his previous employer. The award includes US$500,000 in restricted share units that cliff vest after two years and US$2,500,000 in deferred share units that cliff vest after four years.

     Grant date   Share price     Exchange rate for
awards in U.S. dollars
2016   February 23   $ 17.59     US$1.00 = $1.3750
2015   August 17 1

March 2 2

February 24

  $

$

$

22.82

21.81

22.02

 

 

 

 

US$1.00 = $1.3067

US$1.00 = $1.2520

US$1.00 = $1.2486

2014   August 18 3   $ 21.66     US$1.00 = $1.1093
    February 25   $ 21.20     US$1.00 = $1.1058
1 See Mr. Thomson’s share-based awards
2 See Mr. Gori’s share-based awards
3 See Mr. Roder’s share-based awards
 

 

Mr. Roder’s amount for 2014 includes a one-time special award of US$3,000,000 (one-third in performance share units that cliff vest after three years and two-thirds in performance deferred share units that cliff vest after five years), granted on August 18, 2014.

 

96   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

The 2017 compensation decisions for salary and share-based and option-based awards will be reflected in next year’s summary compensation table. See page 5 for more information about the compensation decisions for the CEO.

 

      Non-equity
incentive plan
compensation
                     
      

Annual

incentive ($)

     Pension
value ($)
    

All other
compensation

($)

   

Total
compensation

($)

 
         

1,599,274

2,884,682

3,329,088

 

 

 

    

672,000

727,500

823,400

 

 

 

    

101,812

103,135

101,890

 

 

 

   

15,381,055

15,613,519

14,484,208

 

 

 

         

1,177,560

1,383,500

1,769,688

 

 

 

    

234,500

264,900

243,600

 

 

 

    

71,571

78,029

66,713

 

 

 

   

7,488,906

7,067,444

9,133,916

 

 

 

         

1,700,920

1,660,200

 

 

    

49,100

37,300

 

 

    

908,009

2,468,507

 

 

   

7,765,464

11,798,452

 

 

         

1,570,080

1,729,375

2,064,636

 

 

 

    

276,800

299,100

271,400

 

 

 

    

68,612

66,801

67,216

 

 

 

   

6,162,170

9,859,463

5,602,648

 

 

 

         

981,300

1,314,325

1,474,740

 

 

 

    

178,800

194,200

133,300

 

 

 

    

56,294

56,521

160,436

 

 

 

   

5,436,695

5,175,021

4,301,478

 

 

 

 

         Exercise price     Fair value
factor
    Exchange rate for
awards in U.S. dollars

Option-based awards

The grant date fair value of stock options awarded to the named executives was calculated using the data in the table to the right:

  February 23, 2016   $ 17.59       21.5%     US$1.00 = $1.3750
  March 2, 2015 1   $ 21.81       22.0%     US$1.00 = $1.2520
  February 24, 2015   $ 22.02       22.0%     US$1.00 = $1.2486
  February 25, 2014   $ 21.20       22.8%     US$1.00 = $1.1058
 

1 See Mr. Gori’s option-based awards

 

We used the Black-Scholes methodology
to determine the accounting fair value of
the stock option awards (the same
assumptions we use for accounting
purposes):
       Expected life
(years)
    Expected
volatility
    Risk-free
interest rate
    Expected
dividend yield
 
  2016     6.7       29.5%       1.50%       3.0%  
  2015     6.7       29.5%       1.75%       3.0%  
  2014     6.7       30.0%       2.0%       3.0%  

Annual incentive

Paid in cash in the year following the fiscal year in which they were earned. The U.S. dollar amounts were converted to Canadian dollars using the exchange rates that applied on the previous pay dates: 2016: US$1.00 = $1.3084, 2015: US$1.00 = $1.3835 and 2014: US$1.00 = $1.2449.

Pension value

The sum of the amounts under compensatory change for each named executive in the pension tables on pages 104 and 106.

All other compensation

Includes flexible spending account allowances in 2016 (in Canadian dollars):

Mr. Guloien – $100,000, Mr. Roder – $55,000, Mr. Thomson – $55,000, Mr. Bromley – $39,756.

Mr. Gori’s amount for 2016 includes a housing allowance of $399,438 and a car benefit of $286,559, converted to Canadian dollars using the average 2016 exchange rate of HK$1.00 = $.1707.

Mr. Gori’s amount for 2015 includes US$1,500,000 in cash payments to replace compensation he forfeited from his previous employer (converted to Canadian dollars using an average exchange rate of US$1.00 = $1.2654).

 

Supplementary table:
total compensation in
U.S. dollars

 

This table shows total
compensation for the named
executives in U.S. dollars for
convenience. Amounts delivered in
other currencies were converted to
U.S. dollars consistent with our
financial statements.

 

 
            (US$)  

Donald

Guloien

   

2016

2015

2014

 

 

 

   

11,313,109

12,236,036

12,766,038

 

 

 

Steve

Roder

   

2016

2015

2014

 

 

 

   

5,525,962

5,529,895

8,119,173

 

 

 

Roy Gori    

2016

2015

 

 

   

5,763,923

9,258,603

 

 

Warren

Thomson

   

2016

2015

2014

 

 

 

   

4,577,316

7,598,103

4,860,119

 

 

 

Craig

Bromley

   

2016

2015

2014

 

 

 

   

4,022,042

4,021,005

3,741,528

 

 

 

 

2017 Management information circular     97  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Equity compensation

Outstanding share-based and option-based awards (as at December 31, 2016)

 

    Option-based awards  
     Grant date    Number of
securities
underlying
unexercised
options
     Option
exercise
price ($)
     Option
expiration
date
   Value of
unexercised
in-the-money
options ($)
 
Donald Guloien   Feb 16, 2007      139,884        40.38      Feb 16, 2017      0  
  Feb 20, 2008      202,945        37.71      Feb 20, 2018      0  
  Feb 18, 2009      507,629        15.67      Feb 18, 2019      4,182,863  
  May 18, 2009      389,889        21.95      May 18, 2019      764,182  
  Feb 23, 2010      617,344        19.48      Feb 23, 2020      2,734,834  
  Feb 22, 2011      560,071        18.91      Feb 22, 2021      2,800,355  
  Feb 21, 2012      932,701        12.64      Feb 21, 2022      10,511,540  
  Feb 19, 2013      816,983        15.52      Feb 19, 2023      6,854,487  
  Feb 25, 2014      727,500        21.20      Feb 25, 2024      1,971,525  
  Feb 24, 2015      840,106        22.02      Feb 24, 2025      1,587,800  
    Feb 23, 2016      1,185,102        17.59      Feb 23, 2026      7,489,845  
Steve Roder   June 1, 2012      261,058        11.23      June 1, 2022      3,309,693  
  Feb 19, 2013      309,463        15.52      Feb 19, 2023      2,596,395  
  Feb 25, 2014      247,075        21.20      Feb 25, 2024      669,573  
  Feb 24, 2015      360,837        22.02      Feb 24, 2025      681,982  
    Feb 23, 2016      523,561        17.59      Feb 23, 2026      3,308,906  
Roy Gori   Mar 02, 2015      260,931        21.81      Mar 02, 2025      547,955  
    Feb 23, 2016      436,301        17.59      Feb 23, 2026      2,757,422  
Warren Thomson   Feb 16, 2007      44,038        40.38      Feb 16, 2017      0  
  Feb 20, 2008      58,854        37.71      Feb 20, 2018      0  
  Feb 18, 2009      255,948        15.67      Feb 18, 2019      2,109,012  
  May 18, 2009      24,202        21.95      May 18, 2019      47,436  
  Feb 23, 2010      188,342        19.48      Feb 23, 2020      834,355  
  Feb 22, 2011      183,296        18.91      Feb 22, 2021      916,480  
  Feb 21, 2012      84,791        12.64      Feb 21, 2022      955,595  
  Feb 19, 2013      272,328        15.52      Feb 19, 2023      2,284,832  
  Feb 25, 2014      201,321        21.20      Feb 25, 2024      545,580  
  Feb 24, 2015      237,122        22.02      Feb 24, 2025      448,161  
    Feb 23, 2016      334,497        17.59      Feb 23, 2026      2,114,021  
Craig Bromley   Feb 16, 2007      14,057        40.38      Feb 16, 2017      0  
  Feb 20, 2008      30,442        37.71      Feb 20, 2018      0  
  Feb 23, 2010      60,158        19.48      Feb 23, 2020      266,500  
  Feb 22, 2011      67,135        18.91      Feb 22, 2021      335,675  
  Feb 19, 2013      46,419        15.52      Feb 19, 2023      389,455  
  Feb 25, 2014      155,566        21.20      Feb 25, 2024      421,584  
  Feb 24, 2015      226,812        22.02      Feb 24, 2025      428,675  
    Feb 23, 2016      349,041        17.59      Feb 23, 2026      2,205,939  

 

98   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

 

     Share-based awards  
  Grant date   Type of share-
based award
  Number of shares
or units of shares
that have not
vested
    Market or
payout value of
share awards
that have not
vested ($)
    Market or payout
value of vested
share-based
awards not
paid out or
distributed ($)
 
Donald Guloien   Feb 24, 2015   PSU     173,056       4,137,757    
      RSU     123,612       2,955,559          
      DSU             5,065,829  
  Feb 23, 2016   PSU     231,432       5,533,550    
        RSU     165,309       3,952,539          
Steve Roder   Aug 18, 2014   PSU     41,052       981,543    
      PDSU     82,104       1,963,104          
  Feb 24, 2015   PSU     74,330       1,777,225    
      RSU     53,093       1,269,446          
  Feb 23, 2016   PSU     102,244       2,444,648    
        RSU     73,031       1,746,163          
Roy Gori   Mar 02, 2015   PSU     53,368       1,276,037    
    RSU     68,616       1,640,615    
      DSU     152,482       3,645,835          
  Feb 23, 2016   PSU     85,203       2,037,203    
        RSU     60,859       1,455,148          
Warren Thomson   Feb 24, 2015   PSU     48,845       1,167,896    
      RSU     34,889       834,204          
      DSU             4,732,401  
  Feb 23, 2016   PSU     65,322       1,561,850    
        RSU     46,659       1,115,610          
Craig Bromley   Feb 24, 2015   PSU     46,721       1,117,107    
      RSU     33,373       797,948          
  Feb 23, 2016   PSU     68,162       1,629,757    
        RSU     48,687       1,164,109          

In the tables to the left and above:

  the value of unexercised in-the-money stock options is the difference between the exercise price of the stock options and $23.91, the closing price of Manulife common shares on the TSX on December 30, 2016. The amount is zero if the exercise price is higher than our year-end closing share price
  the market or payout values of the share-based awards are based on $23.91, the closing price of Manulife common shares on the TSX on December 30, 2016
  the value of performance share units and performance deferred share units that have not yet vested is calculated using a performance factor of 100%
  restricted share units (RSUs), performance share units (PSUs), deferred share units (DSUs) and performance deferred share units (PDSUs) are paid out in cash. We do not issue any common shares in connection with restricted share units, performance share units, deferred share units or performance deferred share units.

 

2017 Management information circular     99  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Incentive plan awards – value vested or earned during the year

The table below shows for each named executive:

  the value of stock options that vested in 2016 and the amount that would have been realized if they had been exercised on the vesting date
  the value of share-based awards for 2014 that vested in 2016
  the annual cash bonus earned for 2016.

 

     Option-based awards    

Share-based
awards

Value vested
during the year ($)

   

Annual incentive

Value earned
during the year ($)

 
  Value vested
during the year ($)
    Value received
during the year ($)
     
Donald Guloien     1,559,507       0       5,692,079       1,599,274  
Steve Roder     686,864       0       1,933,143       1,177,560  
Roy Gori     0       0       0       1,700,920  
Warren Thomson     554,530       0       1,575,132       1,570,080  
Craig Bromley     365,038       2,014,616       1,217,135       981,300  

The value of option-based awards is the difference between the exercise price of the stock options and the closing price of Manulife common shares on the TSX on the vesting date.

The value of share-based awards is the payout from restricted share units and performance share units that were granted on February 25, 2014, and vested and paid out in 2016.

Stock options exercised in 2016

Craig Bromley exercised the following options in 2016:

 

Grant date

     Number of options        Exercise price ($)        Gain ($)  

Feb 21, 2012

       25,109          12.64          272,433  

Sept 1, 2012

       43,542          11.08          549,659  

Feb 19, 2013

       50,000          15.52          436,500  

Feb 19, 2013

       89,259          15.52          756,024  

About deferred share units

In 2016, executives in Canada and the U.S. were given the opportunity to exchange some or all of their annual incentive award, vested restricted share units and vested performance share units for deferred share units, subject to local tax rules and rulings. We may also grant deferred share units and performance deferred share units to some new hires and to other executives in special situations.

Deferred share units are notional shares that track the value of Manulife common shares and earn dividend equivalents at the same rate as dividends paid on the common shares. They can only be redeemed for cash when the executive retires or leaves Manulife. For each unit redeemed, the executive will receive the market value of a Manulife common share at the time of redemption. Vesting conditions are specific to each grant, however deferred share units received in exchange for other awards, as described above, vest immediately. Deferred share units align executives with the long-term interests of shareholders and are only transferable if the executive dies.

 

100   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Performance deferred share units vest if specific performance conditions are met.

Canadian executives can no longer exchange restricted share units and performance share units that are granted after 2015, in accordance with a change in Canadian tax rulings. Instead, Canadian executives can choose to receive deferred share units instead of restricted share units to promote longer term share ownership.

About the deferred compensation account

Some U.S. executives can defer up to 90% of their base salary and some or all of their annual incentive and vested restricted share units into a deferred compensation account. The money must remain in the account for at least three years, and is adjusted as though the funds had been invested in one or more investment options designated by Manulife and selected by the executive. The executive can take the cash either in a lump sum or in annual instalments.

Securities authorized for issue under equity compensation plans

The table below shows the total number of securities to be issued and available for issue under our equity compensation plans as at December 31, 2016:

 

      Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
     Weighted average
of exercise price of
outstanding options,
warrants and rights ($)
     Number of securities
remaining available for
future issuance under
equity plans
 
Equity compensation plans approved by security holders      30,559,867        19.80        15,240,444  

This table tells you about our plans and their status as at March 8, 2017:

 

Executive stock option plan

  
The executive stock option plan was approved by shareholders at the 2000 annual and special meeting. Deferred share units, share appreciation rights, restricted shares and performance awards can also be granted under the executive stock option plan. We need shareholder approval to make any changes to the plan.  
Maximum number of common shares that may be issued      73,600,000  

   as a % of common shares outstanding

     3.7%  
Maximum number of common shares that may be issued (% of outstanding common shares that cannot be exceeded)  

   to any one participant, or

     5%  

   to insiders as a whole

     10%  
Total number of common shares that have been issued in respect of stock options and deferred share units      28,760,853  

   as a % of common shares outstanding

     1.5%  

 

2017 Management information circular     101  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Stock plan for non-employee directors

  
The stock plan for non-employee directors was approved by shareholders at the 2001 annual and special meeting. Deferred share units can also be granted under the stock plan. We need shareholder approval to make any changes to the plan.  
Maximum number of common shares that may be issued      1,000,000  

   as a % of common shares outstanding

     less than 0.1%  
Maximum number of common shares that may be issued (% of outstanding common shares that cannot be exceeded)  

   to any one participant, or

     5%  

   to insiders as a whole

     10%  
Total number of common shares that have been issued in respect of deferred share units      578,636  

   as a % of common shares outstanding

     less than 0.03%  

We granted 6,001,532 stock options to senior executives in 2016. The table below shows the total number of stock options, share-settled deferred share units outstanding, and securities available for future grant under the plans:

 

(as at December 31, 2016)    Stock options/DSUs outstanding      Securities available for future issue  
      (#)     

As a % of diluted

common shares

     (#)      As a % of diluted
common shares
 

Stock plan for

non-employee directors

     421,637        0.02%        
Stock options      29,504,766        1.49%        15,240,444        0.77%  
Deferred share units      633,464        0.03%                    
Total      30,559,867        1.55%        15,240,444        0.77%  

Overhang, dilution and burn rate

 

(as at December 31)    2014      2015      2016  

Overhang

     2.75%        2.50%        2.32%  
the total number of common shares reserved for issue to employees and directors, less the number of stock options and share-settled deferred share units redeemed, expressed as a percentage of the total number of common shares outstanding on a diluted basis                           

Dilution

     1.66%        1.57%        1.55%  
the total number of stock options and share-settled deferred share units outstanding, expressed as a percentage of the total number of common shares outstanding on a diluted basis                           

Burn rate

     0.17%        0.21%        0.31%  
the number of stock options and share-settled deferred share units granted annually, expressed as a percentage of the total number of common shares outstanding on a diluted basis                           

 

102   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Retirement benefits

Executives participate in various defined benefit and defined contribution pension plans and supplemental retirement arrangements.

All of our traditional defined benefit pension programs have been closed to new members because of the financial risks associated with them. In their place, we have introduced capital accumulation retirement programs including cash balance, 401(k) and defined contribution plans, where our only contributions are typically a fixed percentage of each employee’s pensionable earnings taking median market practice into account.

We may also provide supplemental retirement arrangements if tax rules limit the benefits that would otherwise be provided by our registered (or tax qualified) pension plans. The supplemental arrangements are not tax qualified and are typically unfunded.

To receive the benefits from our supplemental arrangements, executives generally have to comply with several conditions after they leave our employment:

  non-solicit: all executives, other than the few in traditional defined benefit supplemental arrangements, have a non-solicit provision for 24 months after their employment ends
  non-compete:
  24 months for all executives in traditional defined benefit supplemental arrangements
  12 months for senior vice presidents, 18 months for executive vice presidents and 24 months for senior executive vice presidents in capital accumulation supplemental arrangements
  if an executive breaches the non-compete provision in their traditional defined benefit supplemental arrangement, the benefits are reduced by one-third
  if an executive breaches any of the post-employment conditions attached to all or a part of their capital accumulation supplemental arrangements, those benefits are fully forfeited.

Amounts on the pages that follow that are determined in another currency have been converted using the exchange rates used in our 2016 consolidated financial statements.

 

2017 Management information circular     103  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Defined benefit pension plan table

Mr. Guloien participates in the Manulife defined benefit plan and supplemental arrangement in Canada. Mr. Thomson participated in the John Hancock defined benefit cash balance plan and supplemental arrangement while he was working in the U.S. from 2007 to 2009. Mr. Bromley has participated in the John Hancock defined benefit cash balance plan since his transfer to the U.S in 2012.

The table below shows:

  their years of credited service at the end of 2016 and at the normal retirement age of 65
  the estimated annual benefit accrued or earned for service up to year-end and to age 65
  a reconciliation of the defined benefit obligation from December 31, 2015 to December 31, 2016.

The annual pension for senior executives in the Canadian defined benefit supplemental arrangement is capped based on their level at retirement and a maximum of 35 years of credited service:

  $1,200,000 for Mr. Guloien
  $800,000 for senior executive vice presidents.

 

    Number of years of
credited service
    Annual benefits payable       
     Dec 31, 2016     Age 65     Dec 31, 2016 ($)      Age 65 ($)        
Donald Guloien     35.0       35.0       1,200,000        1,200,000       
Warren Thomson     3.0       3.0       11,800        11,800       
Craig Bromley     4.3       18.8       11,500        40,100       

Annual benefits payable

Based on current pensionable earnings and the noted credited service, subject to the limits discussed above, and payable from age 65.

Opening present value and closing present value

Value of the projected pension for service to December 31, 2015 and December 31, 2016 respectively, using the actuarial assumptions used to determine the defined benefit pension obligations at those dates, as disclosed in Note 15 of our 2016 consolidated financial statements.

Service cost

Value of the projected pension earned for service in 2016, using the actuarial assumptions used to determine the pension plan obligations, as disclosed in Note 15 of our 2016 consolidated financial statements.

 

104   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

 

 

     Opening present
value of
defined benefit
obligation ($)
     Compensatory change     

Non-

compensatory

change ($)

    

Closing present
value of defined
benefit

obligation ($)

 
         Service cost ($)      Other ($)        
       16,057,700        0        0        471,700        16,529,400  
       150,000        0        0        800        150,800  
       73,600        18,400        0        3,300        95,300  

Other

The impact of any plan amendments and differences between the actual and assumed compensation.

Non-compensatory change

Includes the impact of interest accruing on the opening defined benefit obligation, changes in the actuarial assumptions, experience gains and losses and, in the case of Messrs. Thomson and Bromley, any amounts due to currency fluctuations.

Exchange rates

Mr. Thomson’s and Mr. Bromley’s year-end amounts have been converted using the December 31 exchange rate of US$1.00 = $1.3426 for 2016 and US$1.00 = $1.3841 for 2015. The other amounts have been converted using the average 2016 exchange rate of US$1.00 = $1.3252.

 

2017 Management information circular     105  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Defined contribution pension plan table

Mr. Roder and Mr. Thomson participate in the Manulife defined contribution plan and supplemental arrangement in Canada. Mr. Guloien also participates in the defined contribution supplemental arrangement for his service since reaching his defined benefit pension maximum. Mr. Thomson participated in the John Hancock 401(k) plan and the defined contribution supplemental arrangement while he was working in the U.S. from 2007 to 2009. Mr. Bromley has participated in the John Hancock 401(k) plan and the defined contribution supplemental arrangement since his transfer to the U.S. in 2012. Prior to that, he participated in the Manulife defined contribution plan and supplemental arrangement in Canada. Mr. Gori participates in the Manulife Mandatory Provident Fund Top-up in Hong Kong.

The table below is a reconciliation of the account balances from December 31, 2015 to December 31, 2016:

 

      Opening
accumulated
value ($)
    Compensatory change     

Non-

compensatory
change ($)

     Closing
accumulated
value ($)
 
    

 

Service cost ($)

     Other ($)        
Donald Guloien      2,806,700       672,000        0        313,300        3,792,000  
Steve Roder      807,900       234,500        0        81,200        1,123,600  
Roy Gori      74,400       49,100        0        57,600        181,100  
Warren Thomson      2,348,100       276,800        0        44,500        2,669,400  
Craig Bromley      1,664,100       160,400        0        155,300        1,979,800  

Service cost

The total amount contributed and/or notionally credited to each named executive in 2016 by Manulife or John Hancock under their respective plans.

Other

The impact of any plan amendments.

Non-compensatory change

Includes any contributions made by the named executives, all investment income credited during the year and any amounts due to currency fluctuations.

Exchange rates

Mr. Thomson’s and Mr. Bromley’s year-end amounts for the U.S. plans have been converted using the December 31 exchange rate of US$1.00 = $1.3426 for 2016 and US$1.00 = $1.3841 for 2015. Other U.S. plan amounts have been converted using the average 2016 exchange rate of US$1.00 = $1.3252.

Mr. Gori’s year-end amount has been converted using the December 31 exchange rate of HK$1.00 = $0.1732 for 2016 and HK$1.00 = $0.1786 for 2015. The other amounts have been converted using the average 2016 exchange rate of HK$1.00 = $0.1707.

 

106   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Canada

 

     Defined benefit pension plan   Defined contribution pension plan
Who participates   Canadian-based executives who were promoted or hired before January 1, 1999   Canadian-based executives who were hired after January 1, 1999
Terms  

Pensions are based on credited service and average pensionable earnings at retirement

 

Pensionable earnings are calculated as the highest base salary plus annual incentive (including the amount participants elect to receive as deferred share units) earned over any 36 consecutive months

 

In 2017, participants contribute 4% of their pensionable earnings up to the current year’s maximum pensionable earnings (YMPE) and 6% of earnings that exceed this amount, up to an annual limit of $8,798

 

Participants contribute 2% of pensionable earnings

 

Participants can make voluntary contributions ranging from 0.5% to 5% of pensionable earnings

 

Pensionable earnings are limited to $208,080 for 2016 and are calculated as base salary (plus the annual incentive for officers)

 

Participants choose from a range of investment options to decide how they want to invest their account

Annual pension formula  

Years of credited service

 

x

 

the sum of:

 

1) 1.3% of pensionable earnings up to the average of the last three years’ maximum pensionable earnings limits under the Canada/Quebec Pension Plans (final average YMPE)

 

+

 

2) 2% of pensionable earnings that exceed the final average YMPE ($53,667 in 2016)

 

The resulting pension is limited to the maximum pension permitted by the Income Tax Act (Canada)

 

Vesting of the pension is immediate

 

We contribute 3% of pensionable earnings and a 50% match on participant voluntary contributions after the first year of employment

 

Our contributions and participant contributions combined are limited to the defined contribution maximum under the Income Tax Act ($26,010 in 2016)

 

Our contributions vest immediately

Retirement  

Participants can retire before 65 with full pension if they’re at least 50 and their age plus years of service total at least 90

 

If a participant has less than 90 points but is 50 or older with 10 or more years of service, the pension is reduced 0.5% for each month that retirement is before age 55 plus 0.25% for each month after age 55 that retirement is before age 60 (or the date the participant reaches 90 points if later)

 

For others, the pension is reduced on an actuarial equivalent basis

 

With a spousal waiver, the plan pays a pension for life and guarantees payments for at least 120 months, unless the participant chooses a different form of payment. Otherwise, a reduced pension is paid for at least five years with two-thirds continuing to the spouse on the participant’s death

  Participants can transfer the value of their account to a locked-in retirement vehicle or to purchase a life annuity when they leave employment

 

2017 Management information circular     107  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Canada (continued)

 

    Defined benefit
supplemental arrangement
  Defined contribution
supplemental arrangement
  We have individual supplemental retirement agreements that top up the defined benefit plan pension to what it would have been if there was not a maximum pension under the Income Tax Act (Canada), subject to the maximums noted earlier. There are five executives remaining with these agreements  

Canadian executives who were hired after January 1, 1999 and employees who were promoted to an executive level after this date are eligible

 

We credit 10% of pensionable earnings (15% for Mr. Guloien) above the pensionable earnings limit to a notional account for each participant

 

Pensionable earnings are calculated as base salary and the annual incentive, including the amount taken as deferred share units

 

Investment income credits are based on the investment options selected by the participant

 

Participants can take the value of their account in instalments at retirement, or withdraw it as a lump sum with our consent

United States

 

     Defined benefit pension plan
(cash balance)
  401(k) plan
Who participates   All U.S. employees   Participation is voluntary for all U.S. employees
Terms  

Participants do not contribute

 

Participants receive contribution credits in a notional account that earns interest credits

 

Starting January 1, 2017, interest credits will be based on the average annual yield of 10-year Treasury Constant Maturities in effect on each business day during the 2 months ending September 30 of the preceding calendar year

 

Participants contribute up to 50% of their eligible salary to the IRS maximum (US$18,000 in 2016)

 

Eligible salary is limited to the IRS maximum (US$265,000 in 2016)

 

Participants choose from a range of investment options to invest the contributions

Pension formula  

We credit participant accounts with 4% of eligible compensation up to the Social Security Wage Base, plus 8% of eligible compensation that exceeds this base

 

Eligible compensation is limited to the IRS maximum (US$265,000 in 2016), and is calculated as base salary plus the annual incentive received

 

Our contributions vest after three years of service

 

We contribute a 100% match on participant contributions to a maximum of 4% of eligible salary

 

Our contributions and participant contributions combined are limited to the IRS maximum (US$53,000 in 2016)

 

Our contributions vest after three years of service

Retirement  

Normal retirement is 65, but benefits can be paid at any retirement age based on the value of the participant’s account on the date their pension begins

 

Payments are normally made as a life annuity, but participants can choose a lump sum or other payment option

  Participants receive the value of their account when they leave employment or if they become permanently disabled

 

108   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

United States (continued)

 

    Closed defined benefit pension plan
and supplemental arrangement
(cash balance)
  Defined contribution
supplemental arrangement
 

We stopped making contributions to these plans as of December 31, 2007

 

Starting January 1, 2017, interest credits will be based on:

 

    the average yield of one-year Treasury Constant Maturities in effect on each business day during the 2 months ending September 30 of the preceding calendar year

 

+

 

    0.25%, subject to a minimum interest credit of 5.00% compounded daily

 

Participants receive the value of their account in 18 monthly instalments beginning the seventh month after leaving employment

 

We credit 8% of eligible compensation above the IRS maximum to a notional account for each participant

 

Eligible compensation is calculated as base salary and the annual incentive, including the amount taken as deferred share units

 

Investment income credits are based on the investment options selected by the participant

 

Participants receive the value of their account in 18 monthly instalments beginning the seventh month after leaving employment

Hong Kong

 

   

Defined contribution plan

 

(Manulife Mandatory Provident Fund (MPF) Top-up)

Who participates   All Hong Kong permanent employees
Terms  

Participants contribute 5% of annual salary

 

Contributions on salary up to the MPF limit (HK$360,000 in 2016) go to the mandatory account. Contributions on salary above the MPF limit go to the voluntary account

 

Participants choose from a range of investment options to invest the contributions

Pension formula  

We contribute based on length of service as follows:

 

Less than 5 years

5% of annual salary

 

5 to 10 years

7.5% of annual salary

 

More than 10 years

10% of annual salary

 

All our contributions, other than the first 5% of annual salary up to the MPF limit, go to the voluntary account

 

Our contributions to the mandatory account vest immediately

 

Our contributions to the voluntary account vest on a sliding scale based on length of service that grades by 10% per year starting at 30% after three years to 100% after 10 years

Retirement   Participants can receive the value of the voluntary account at any time but can receive the value of the mandatory account only after age 60

 

2017 Management information circular     109  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Termination and change in control

The table below shows the incremental amounts that would be paid to each named executive if employment is terminated under five different scenarios.

The actual amount will depend on our share price at the time as well as other variables, such as the named executive’s age and years of service. The information below is calculated as at December 31, 2016 for all of the named executives:

 

     Type of payment   Retirement
(early or
normal) ($)
    Resignation ($)     Termination
with
cause ($)
    Termination
without
cause ($)
    Change in
control ($)
 
Donald Guloien   Severance     0       0       0       9,217,271       10,582,520  
  Additional vesting of RSUs, PSUs and stock options     25,479,436       0       0       25,479,436       27,959,486  
  Pension     0       0       0       0       0  
    Total value     25,479,436       0       0       34,696,707       38,542,005  
Steve Roder   Severance           0       0       3,585,330        
  Additional vesting of RSUs, PSUs and stock options           0       0       0        
  Pension           0       0       0        
    Total value           0       0       3,585,330        
Roy Gori   Severance           0       0       3,361,247        
  Additional vesting of RSUs, PSUs and stock options           0       0       0        
  Pension           0       0       0        
    Total value           0       0       3,361,247        
Warren Thomson   Severance     0       0       0          
  Additional vesting of RSUs, PSUs and stock options     7,273,699       0       0       7,273,699        
  Pension     0       0       0       0        
    Total value     7,273,699       0       0       7,273,699        
Craig Bromley   Severance           0       0       3,137,164        
  Additional vesting of RSUs, PSUs and stock options           0       0       0        
  Pension           0       0       0        
    Total value           0       0       3,137,164        

No severance is paid if the named executive resigns or retires.

If we terminate with cause, employment ends immediately, no severance is paid and performance share units, performance deferred share units, restricted share units, stock options and the supplemental retirement benefit are forfeited.

For purposes of the treatment of equity-based awards, Mr. Guloien and Mr. Thomson are eligible for normal retirement. Mr. Roder, Mr. Gori and Mr. Bromley are not eligible for either early or normal retirement. For additional details, see page 114.

 

110   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Equity-based awards will be treated according to the terms and conditions of the award agreements and plan documents unless the named executive has an employment agreement that indicates otherwise. See page 112 for information about Mr. Guloien’s change in control agreement. Any vesting that has occurred as part of normal employment is not included in the above table. The value attributable to the additional vesting of equity awards is based on $23.91, the closing price of Manulife common shares on the TSX on December 30, 2016. The value of performance share units and performance deferred share units is calculated assuming a performance factor of 100%.

Termination without cause

All the named executives, except Mr. Thomson, have employment agreements that specify their entitlements in a termination without cause scenario. These entitlements, which are outlined in the table below, are conditional on the executive signing a full and final release and remaining bound by covenants in their employment agreements relating to:

  protection of confidential information (indefinitely)
  company ownership of our intellectual property (indefinitely)
  non-solicitation (for two years)
  non-competition (for one year for Mr. Guloien and Mr. Gori, and two years for Mr. Roder and Mr. Bromley)
  non-disparagement (indefinitely for Mr. Guloien and Mr. Bromley, and two years for Mr. Roder and Mr. Gori).

Breaches of any of the covenants entitle Manulife to seek a court injunction, in addition to pursuing any other available rights and remedies.

 

Donald Guloien   

Mr. Guloien is entitled to:

    two times his annual salary, two times his target annual incentive, two times his annual executive flexible spending account allowance, and continuation of his group insurance benefits coverage (excluding life, short-term and long-term disability) for 24 months

    50% of any PSUs granted within one year before a termination without cause or retirement will continue to vest and pay out on their vesting date, subject to performance conditions (all other equity-based awards will be treated according to the terms that apply for normal retirement and other relevant terms and conditions in the related award agreements and plan documents) 1

Steve Roder   

Mr. Roder is entitled to:

    18 months of notice or compensation in lieu of notice, which includes base salary at the time of termination and a pro-rated amount of his target annual incentive

    continuation of his group benefits for 18 months (excluding life, short-term and long-term disability)

 

If Mr. Roder becomes re-employed in a comparable position with any company during the severance period:

    he will no longer participate in the group benefits plans

    his severance payments will cease and he will be entitled to a lump sum payment of 50% of the remaining severance payments

 

2017 Management information circular     111  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Roy Gori   

Mr. Gori is entitled to:

    18 months of notice or compensation in lieu of notice, which includes base salary at the time of termination and a pro-rated amount of his target annual incentive

    continuation of his medical, dental and group life insurance benefits for 18 months

 

If Mr. Gori becomes re-employed in a comparable position with any company during the severance period:

    he will no longer participate in the group benefits plans

    his severance payments will cease and he will be entitled to a lump sum payment of 50% of the remaining severance payments

Craig Bromley   

Mr. Bromley is eligible to receive benefits subject to the terms and conditions of the John Hancock Officer Severance Pay Plan, including:

    up to 18 months compensation which includes base salary at the time of termination and a pro-rated amount of his target annual incentive

    continuation of his group benefits for up to 18 months (excluding life, short-term and long-term disability)

 

If Mr. Bromley becomes re-employed in a comparable position with the Company during the severance period, he will no longer be eligible to receive benefits under such plan

1 Beginning in 2017, new and outstanding grants of restricted share units and performance share units will be prorated based on service from the date of grant for a termination without cause. Mr. Guloien will be entitled to receive this treatment if more generous than the treatment outlined in his employment agreement.

Change in control

Mr. Guloien is the only named executive who has a change in control agreement that protects him from losing employment benefits if there is a change in control. He entered into a change in control agreement when he was appointed President and CEO in May 2009, and it was amended in March 2014.

If there is a change in control and Mr. Guloien’s employment is terminated without cause or for good reason within a protection period that starts 90 days before a change in control and ends 24 months after the change in control, he is entitled to:

  two times his annual salary and two times his average annual incentive awarded in the prior three years
  full vesting and payment of outstanding awards, including those granted within the past year
  continuation of his group benefits for up to three years (excluding life and disability insurance)
  two years’ eligibility for relocation benefits as defined by our relocation policy
  extension of the period to exercise stock options to one year after the date of termination or the date specified in the award (whichever is later, however it cannot be later than the actual option expiry date).

 

112   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

Mr. Guloien’s existing medium and long-term incentive awards will have accelerated vesting if, following a change in control, the successor employer does not assume or honour the awards, or offer equivalent awards under new substitute plans.

Change in control is described as any of the following:

  the incumbent directors no longer constitute at least a majority of the board
  any party becomes a beneficial owner holding directly or indirectly 35% of our voting shares
  our shareholders approve a merger, amalgamation, consolidation, statutory share exchange or a similar transaction requiring the approval of shareholders, unless immediately following the transaction our shareholders retain majority voting control, no person would beneficially own 35% or more of our voting shares, and the incumbent directors constitute a majority of the board
  our shareholders approve the complete liquidation or dissolution of Manulife or the sale of our assets, unless immediately following the transaction pre-existing beneficial owners retain majority voting control, no person would beneficially own 35% or more of our voting shares, and the incumbent directors constitute a majority of the board
  management of Manulife is transferred to a non-affiliated party.

Good reason is described as any of the following events during the protection period:

  we diminish Mr. Guloien’s position, authority or scope or scale of duties or responsibilities
  we require him to be based at a location more than 40 km from his current work location or to travel to a significantly greater extent
  we reduce his annual base salary or do not increase it in line with adjustments to the base salary of other executives
  we reduce his target annual incentive award
  we do not either continue or provide an alternative to Manulife’s welfare benefit plans or programs for benefits, perquisites and expense reimbursements
  we do not maintain reasonable and adequate indemnification for his services as an officer of Manulife.

 

2017 Management information circular     113  


EXECUTIVE COMPENSATION DETAILS

 

 

 

How a change in employment status affects equity compensation

The chart below summarizes the treatment of restricted share units (RSUs), performance share units (PSUs), stock options and deferred share units (DSUs) granted in 2016 when a named executive retires, resigns, is terminated without cause or dies:

  treatment of the award on resignation or termination may be specified in the named executives’ employment agreements (see page 111)
  if a named executive reaches normal or early retirement during the severance period that follows a termination without cause, certain vested options may be exercised until the end of the severance period
  awards that have not vested may be forfeited if the executive breaches post-employment conditions. The named executives are subject to non-competition and non-solicitation conditions for two years
  awards may be clawed back as the board can recoup or cancel the incentive awards if the named executive is involved in fraud or a serious misconduct
  awards are forfeited if the named executive is terminated with cause
  restricted share units, performance share units, stock options and deferred share units may be transferred to a beneficiary or an estate when a named executive dies.

 

    

Early

retirement 3

 

Normal

retirement 3

  Resignation or
termination
without cause
  Death
RSUs/PSUs  

Number of RSUs/PSUs is pro-rated

 

Payment on the scheduled payout date, subject to any performance conditions

 

Number of RSUs/PSUs is pro-rated for grants within the first anniversary of the grant date

 

RSUs/PSUs vest in full for grants beyond the first anniversary of the grant date

 

Payment on the scheduled payout date, subject to any performance conditions

  RSUs/PSUs are forfeited 1  

RSUs/PSUs vest in full

 

Payment as of the date of death

 

Performance conditions are waived

 

114   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

    

Early

retirement 3

  Normal
retirement 3
  Resignation or
termination
without cause
  Death
Stock options 2  

Unvested options terminate

 

Vested options can be exercised until the end of the term

 

Unvested options are pro-rated for grants made in the previous 12 months

 

Unvested options continue to vest in full according to the vesting schedule

 

Vested options can be exercised until the end of the term

 

Unvested options are forfeited upon resignation and continue to vest for 90 days upon termination without cause

 

Vested options can be exercised for a 90-day period beginning one year after resignation or termination without cause

 

Unvested options vest

 

Vested options can be exercised within one year of the date of death

PDSUs/DSUs  

Canadian executives must redeem vested awards by December 15 of the following year

U.S. executives can redeem vested awards on the date they’ve designated on their deferral election form

1 Beginning in 2017, new and outstanding grants of restricted share units and performance share units will be prorated based on service from the date of grant for a termination without cause.

 

2 For awards granted up to and including 2014:
    vested options can generally be exercised until the third anniversary of early retirement
    unvested options continue to vest and can be exercised until the third anniversary of normal retirement and vested options can generally be exercised until the third anniversary of normal retirement
    vested options can be exercised for up to 90 days following a resignation or termination without cause.

 

3 Definitions:

 

      Early retirement is   Normal retirement is
For awards granted in 2015 and later , subject to the named executive providing at least three months’ prior notice of retirement   

    55 years old and age plus continuous service totals at least 65

 

    65 years old, or

    55 years old and age plus continuous service totals at least 70

For all other awards   

    55 years old and 10 years continuous service

 

    65 years old

    60 years old and 10 years of continuous service, or

    55 years old and age plus continuous service totals at least 75

 

2017 Management information circular     115  


EXECUTIVE COMPENSATION DETAILS

 

 

 

Compensation of employees who have a material impact on risk

We’re committed to ensuring our compensation program is aligned with the Financial Stability Board’s (FSB) Principles for Sound Compensation Practices, the Financial Stability Board’s Implementation Standards and other governance practices related to compensation. In 2016, our internal auditors conducted an annual independent review of the executive compensation program and confirmed our alignment with the FSB Principles. See page 54 for more information about our compensation governance practices.

FSB Principles and Basel Commission for Banking Supervision Pillar 3 Requirements

The management resources and compensation committee oversees our global human resources strategy, policies and programs, management succession and executive compensation, and all of the directors on the committee are independent.

2016 compensation

 

Number of material

employees

  

Total compensation

($ thousands)

    

Fixed compensation

($ thousands)

    

Variable compensation

($ thousands)

        
19      76,717        16,230      AIP      15,078    
         Special awards      1,000    
         RSUs      13,607    
         PSUs/PDSUs      14,239    
         Stock options      16,237    
                       Total      60,161          

Manulife did not provide sign-on bonuses to members of the Executive Committee in 2016.

Variable compensation

Includes the annual incentive and grant values of restricted share units, performance share units, performance deferred share units and stock option awards. All material employees received incentive awards for 2016.

Deferred compensation outstanding

 

Number of
material

employees

   RSUs/PSUs/DSUs     Stock options        
    

    
Outstanding
vested

($ thousands


 
 

   

Outstanding
unvested

($ thousands

 
 

   

Outstanding
vested

($ thousands

 
 

   

Outstanding
unvested

($ thousands

 
 

       
19      15,602       66,542       61,399       35,913          

Restricted share units, performance share units and deferred share units

Amounts are based on $23.91, the closing price of Manulife common shares on the TSX on December 30, 2016.

Vested and unvested, unexercised in-the-money stock options

Amounts are the difference between the exercise price of the stock options and $23.91, the closing price of Manulife common shares on the TSX on December 30, 2016.

 

116   Manulife Financial Corporation


LOGO

EXECUTIVE COMPENSATION

 

 

LOGO    You can read about the management resources and compensation committee’s composition
and mandate in its report on page 39, and the compensation decision-making process and
program design beginning on page 60

The tables below show the breakdown of 2016 compensation for employees who have a material impact on our risk exposure (material employees), which includes all executives who were members of the executive committee in 2016.

Compensation was awarded in U.S. dollars and converted to Canadian dollars using the exchange rates we used for the summary compensation table (see page 96).

 

         

Non-deferred
compensation

($ thousands)

  

Deferred variable
compensation

($ thousands)

    

Severance payments

($ thousands)

        
    32,309      44,408        0     
            
            
            
            
                              

Deferred variable compensation

The total value of restricted share units, performance share units, performance deferred share units, deferred share units and stock option awards.

 

   

Total value of deferred
compensation
outstanding at year-end

($ thousands)

  

Deferred
compensation paid out
in 2016

($ thousands)

    

Value of deferred
compensation granted
in 2016

($ thousands)

    

Implicit change
in deferred
compensation value

($ thousands)

 
          
    179,366      27,006        27,846        78,440  

Deferred compensation paid out in 2016

The total value of restricted share units and performance share units vested and paid out and any gains from stock options exercised in 2016. In 2016 there were no discretionary adjustments of deferred compensation or payments made due to malus, clawbacks or similar reversals or downward revaluations of awards.

Implicit change in deferred compensation value

The increase (or decrease) in value of deferred compensation due to any change in share price and performance vesting conditions.

 

2017 Management information circular     117  


LOGO   Governance at Manulife

We believe that excellent corporate governance is critical to our long-term success – for us, our shareholders and our customers. Our board of directors sets the tone at the top, promoting a strong culture of integrity and ethical behaviour throughout our entire organization.

Our governance policies and practices are consistent with our vision to be the most professional financial services organization in the world, providing strong, reliable, trustworthy and forward-thinking solutions for our clients’ most significant financial decisions.

Our governance policies and practices also are consistent in all material respects with the various rules and requirements that apply to us:

    Insurance Companies Act (Canada)
    corporate governance guidelines established by OSFI and the Canadian Securities Administrators
    U.S. Securities and Exchange Commission rules and regulations
    TSX corporate governance guidelines
    New York Stock Exchange corporate governance rules for domestic issuers.

 

 

Where to find it     LOGO

 

About the Manulife board

    120  

Roles and responsibilities

    122  
Promoting a culture of integrity and ethical behaviour     122  

Strategic planning

    122  

Risk oversight

    123  
Leadership development and succession     124  
Communications and shareholder engagement     127  

Board committees

    128  

Serving as a director

    129  

Serving on other boards

    129  

Integrity

    130  

Equity ownership

    130  

Term limits

    130  

Independence

    130  

Diversity

    131  

Skills and experience

    132  

Director development

    134  

Assessment

    136  

Board succession

    136  

Other information

    137  

Liability insurance

    137  

Loans to directors and officers

    137  

Directors’ approval

    137  
 

 

 

118   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

   What we do
LOGO   Independence
    Except for the CEO all our directors are independent
    All members of our four board committees are independent
    Board committees can retain independent advisors
    The roles of Chairman and Chief Executive Officer have been separated since 1993
    We have an annual strategic planning meeting with the board and management separate from regular board meetings
    In camera sessions are held at every board and committee meeting without management present
      Independent directors meet separately every year
LOGO   Ethics and integrity
    We promote a strong culture of integrity and ethical behaviour
      We require all directors to certify compliance with our code of business conduct and ethics every year
LOGO   Leadership and development
    We provide directors with orientation and continuing education
    The board has a formal annual assessment process facilitated by an independent advisor
      The corporate governance and nominating committee maintains a skills matrix for directors
LOGO   Diversity and succession
    We have a diversity policy that includes diversity characteristics such as gender, age, ethnicity, disability, sexual orientation and geographic representation
    Diversity and inclusion is promoted and embedded in our global talent management, talent acquisition and leadership programs
    We use a professional recruiting firm to identify board succession candidates
    We maintain an evergreen list of potential board succession candidates
    Shareholders elect individual directors annually
    Our majority voting policy complies with the TSX rules
      We limit directors to a term of 12 years under our tenure policy (the Chair may serve a term of five years regardless of the number of years served as a director)
LOGO   Shareholder engagement and alignment
    We have a robust shareholder engagement program that is led by the Chairman
      We require directors and executives to meet share ownership guidelines to align their interests with those of our shareholders
LOGO   Risk oversight
    We have strong risk oversight, carried out by the board and supported by the risk committee
    We have cross-membership between board committees with risk responsibilities
      The audit and risk committees have joint meetings at least once a year

 

   What we don’t do
×   No hedging of Manulife securities
      We do not allow hedging of Manulife securities
×   No pensions or stock options for non-executive directors
      We do not allow non-executive directors to participate in stock options or our pension plans
×   No slate voting for directors
      We do not have slate voting – shareholders can vote for or withhold their vote from individual directors
×   No staggered voting for directors
      We have annual elections for all directors – directors are not elected for staggered terms
×   No unequal voting structure
      We do not have dual-class or subordinate voting shares
×   No tie-breaking vote
      Our Chairman does not have a deciding vote in the event of a tie at the board

 

2017 Management information circular     119  


 

 

 

About the Manulife board

The board is responsible for overseeing our business and affairs as set out in the board’s mandate. The board carries out its responsibilities directly and through its four standing committees. You can read about the board’s responsibilities in more detail beginning on page 122 and you can find information on the board’s committees starting on page 128. You’ll find a copy of the board’s mandate on manulife.com as well as on SEDAR (sedar.com).

All of our directors are independent (except Donald Guloien, because he is also CEO), and all members of the board’s standing committees are independent. This ensures the board and committees can effectively oversee all aspects of our business and act in Manulife’s best interests.

The board needs a mix of certain skills, experience and personal qualities for proper oversight and effective decision-making, and sets its size and composition accordingly. The board routinely reviews its size and make-up with the corporate governance and nominating committee, and may appoint new directors to the board between annual meetings. You can read more about board diversity and the skills and experience of our directors beginning on page 131.

The board holds a meeting of independent directors at least once a year. Each committee also sets aside time at each meeting to meet without management present.

The corporate governance and nominating committee reviews the board mandate annually. The board mandate, committee charters and position descriptions for the Chairman, committee chairs, individual directors and the CEO are posted on manulife.com.

 

Contacting the board

You can contact the board with any questions or concerns:

Chairman of the Board

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario M4W 1E5

Canada

Email  corporate_governance@manulife.com

If you have questions or concerns for a board committee, please address your note to the chair of the appropriate committee.

LOGO

 

 

120   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

LOGO

 

 

2017 Management information circular     121  


 

 

 

Roles and responsibilities

The board is responsible for approving our strategy, risk oversight, leadership development and succession planning, among other things. It reviews and approves our financial statements, major investments, the raising of capital, organizational restructuring and other significant matters such as major mergers, acquisitions and divestitures.

1 — Promoting a culture of integrity and ethical behaviour

 

The board and management promote

a strong culture of integrity and ethical behaviour. Our code of business conduct and ethics applies to all directors, officers and employees and sets out the importance of Manulife’s values, ethics in the workplace and our business relationships, avoiding conflicts of interest, protecting our assets, and prompt reporting of illegal or unethical behaviour.

    

Anyone, including third parties, can contact our Global Compliance Office, or file a confidential report by contacting our EthicsHotline, 24 hours a day, 7 days a week. Reports can be made anonymously.

 

Online       manulifeethics.com

By phone  1-866-294-9534

  (toll free in North America)

All Manulife directors, officers and employees have a duty to comply with the code and to report an incident if they suspect fraud or other unethical behaviour or wrongdoing, including a breach relating to accounting, auditing or internal controls. The code makes it clear that an individual can report suspected or potential illegal or unethical behaviour without fear of retaliation for any report made in good faith.

Each year everyone subject to the code must complete annual training and confirm that they have read and comply with the code. The audit committee monitors compliance with the code and reviews the code every year.

Some limited aspects of the code can be waived for directors and senior executives in exceptional situations if approved by the board on the recommendation of the audit committee, and promptly disclosed. To date, the board has not waived any aspect of the code. You can access a copy of the code on manulife.com.

2 — Strategic planning

The board and senior management holds an annual strategic planning meeting, separate from regular board meetings, where board members and management discuss emerging trends, the competitive environment, risk issues and any significant business issues or products as important context for our strategic direction.

Management develops strategic, financial and capital plans, our risk appetite and allocation of resources. The strategic business plans include the strategy and related opportunities and risks for Manulife and each of our four divisions.

The board reviews the plans, risk appetite and resource allocation, consults further with management and considers any other key issues before it approves them.

The board monitors management’s progress throughout the year. It receives regular updates from the CEO and management on strategic developments and our performance against the strategic plan, and oversees adjustments management makes to the plans to reflect new conditions or environmental factors.

 

122   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

The planning meeting regularly rotates among Canada, the U.S. and Asia to give the board an opportunity to visit our operations and meet with local staff. The 2016 meeting was held in Singapore, giving our directors the opportunity to meet and engage with management from a region that is key to our Asian operations.

Directors can also attend site visits to gain more insight into a specific market or aspect of our business. In 2016 we organized site visits in Singapore and Phnom Penh.

3 — Risk oversight

Manulife’s business strategy and risk appetite are fundamental in meeting our objectives and creating long-term shareholder value.

All of our activities involve risk and elements of risk taking. The objective is to balance the company’s level of risk with our business, growth and profitability goals, to provide integrated customer solutions while achieving consistent and sustainable performance over the long term that benefits the shareholders.

The board is responsible for risk oversight and approves our risk appetite which includes our risk philosophy, the types of risks we are willing to assume in our business activities, and our risk tolerance and limits.

Management identifies the principal risks we face in our business, and develops our risk strategy and risk appetite, which are aligned with our business strategy, and cascaded throughout Manulife with accountabilities and delegation of authority at various levels for proper oversight. We consider internal and external factors and develop strategies for managing each principal risk and group them into six categories – strategic, market, liquidity, credit, insurance and operational.

The board meets directly with OSFI, our principal regulator, each year.

The board looks to the audit committee, risk committee and management resources and compensation committee to assist in overseeing certain areas of risk:

  audit committee
    oversees compliance with legal and regulatory requirements
    oversees policies and internal control systems for effectiveness to mitigate our exposure to financial risk
    reviews our quarterly and annual financial statements and related disclosure before recommending them to the board for their review and approval
  risk committee
    reviews and assesses our principal risks
    reviews the risk impact of the business plan and new business initiatives
    oversees the risk management function
    oversees our compliance with risk management policies
    evaluates the company’s risk culture
  risk committee and audit committee
    oversee our risk management program, including reviewing our risk appetite and appropriate balance of risk and return

 

2017 Management information circular     123  


 

 

 

  management resources and compensation committee and risk committee
    reviews how our executive compensation program aligns with sound risk management principles and our risk appetite
    at least one of its members also serves on the risk committee

Directors typically sit on two committees, which adds depth to committee deliberations. The audit committee and risk committees have at least one joint meeting every year.

Enterprise risk management (ERM) framework

Our ERM framework governs all of our risk taking and risk management activities worldwide. It provides a structured approach to implementing risk taking and risk management activities at an enterprise level, supporting our long-term revenue, earnings and capital growth strategy. It is communicated through risk policies and standards that provide reasonable assurance that the design and execution of strategies across the organization is consistent with the objectives and risk appetite of the organization.

We have comprehensive risk policies and practices that underpin our business activities and support the governance standards for life insurance companies generally.

We also use a compensation risk framework to structure how we manage the risks associated with the compensation program and the design features that mitigate these risks, and assess our compensation program against the framework every year.

Compliance and reporting

Management manages the principal risks and implementation of controls to manage risk, and regularly assesses whether there are any material deficiencies. It updates the board on our principal risks at least quarterly.

Controls and certifications

We update our risk policies, risk management processes, internal controls and management information systems regularly to make sure they match our risk profile and comply with regulatory requirements. We also do stress testing on an ongoing basis to support the way we identify, assess and mitigate risk.

The CEO and CFO certify our disclosure controls and procedures, annual financial statements and quarterly financial statements, among other things, to meet legal and regulatory requirements.

4 — Leadership development and succession

The management resources and compensation committee reviews our approach to human resources, talent management, compensation and the succession planning process for senior executives.

Diversity

We value a high performing workforce that reflects the diversity of our customers and the communities where we operate. We believe that a diverse workforce, especially in leadership roles, can enhance performance, foster innovation and improve business results.

Our ability to attract, develop and retain a diverse workforce is due largely to the global nature of our business and our reputation as strong, reliable, trustworthy and forward-thinking. While we haven’t relied on formal targets to increase diversity or women in

 

124   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

management, we’re focusing on developing a diverse workforce that is more representative of our customer base and has more women in leadership positions.

In 2015, Donald Guloien and Richard DeWolfe joined the 30% Club, a group that aims to develop a diverse pool of talent for all businesses through the efforts of its members who are committed to better gender balance at all levels of their organizations.

The table below shows the number of women in leadership positions at Manulife and our subsidiaries:

 

(as at February 28, 2017)              
Women in senior leadership roles (vice president and higher)    105 of 459      22.9%
Women in senior executive roles (executive vice president and higher)    9 of 35      25.7%

Increasing female leadership is a priority in our corporate strategy, and we’ve made tangible progress over the past few years by:

  embedding diversity practices in our global talent management programs and including gender diversity results in workforce reporting to senior management and the board
  incorporating gender diversity into the ongoing review and discussion of our succession candidates
  continuing internal and external training and development programs, including mentorship programming, for high performing women
  exploring unconscious bias, inclusive leadership and other diversity training for rollout to all employee levels
  continuing to provide dedicated support and development of the Manulife Global Women’s Alliance (GWA), internal employee communities for women that focus on professional development and networking. Each chapter has an executive sponsor (vice president or higher, and country general manager level in some cases) to increase exposure and impact
  internally and externally celebrating and promoting the value of women in business, including our first official celebration of International Women’s Day
  revising workforce policies around flexible work arrangements and family leave to better accommodate and retain female employees
  adding more external partnerships with leading networks that support the advancement of women and provide opportunities to share best practices and attend events and educational sessions that encourage leadership across the organization. Organizations include Women in Capital Markets and Catalyst (a not-for-profit think-tank focused on the advancement of women in business), among others
  continuing to enhance the way we source, assess and select candidates. We follow a formal recruitment process where all vacancies up to and including vice president roles are posted internally and externally, and all executive search vendors must ensure their slate of candidates is diverse and includes a focus on women.

We may also establish other measurable objectives for increasing diversity in leadership as we continue to develop our overall approach to diversity globally.

 

2017 Management information circular     125  


 

 

 

Management development and assessment

The management resources and compensation committee oversees our human resources strategy and our talent management program globally.

Management development

We integrate our talent and succession planning process for senior management with the primary objective of having high performing individuals in critical roles across the organization.

We’re focusing on several areas to ensure we have depth of talent and diverse leadership to fill critical roles in the future:

  acquiring and retaining high performing, high potential talent
  selective external hiring of exceptional, seasoned executives
  increasing our diversity to better reflect the global markets where we operate
  identifying early high performing, high potential employees, with a particular focus on growing our pipeline of women in senior roles, developing their skills and providing regular assessments
  engaging our talent and driving high performance
  significantly investing in the development of our top talent both on the job and through formal development programs.

High potential employees go through a career development program that combines formal training in specific areas and practical work experience that is meaningful and varied. When opportunities arise, this may include roles in different divisions or an international assignment.

Assessment

We have a formal assessment process that is based on corporate and individual performance. The independent directors assess the CEO’s performance every year and the board approves the CEO’s objectives for the following year. The management resources and compensation committee reviews assessments of the performance of senior executives every year, based on business performance, including risk-related aspects, and individual performance. The board also approves compensation decisions for the CEO and other senior executives based on these assessments.

The audit committee assesses the effectiveness of the heads of our oversight functions, including the CFO, Chief Internal Auditor, Chief Actuary and Global Compliance Chief. The risk committee assesses the effectiveness of the Chief Risk Officer. The management resources and compensation committee and the board approve all senior executive appointments.

Management succession planning

Our succession strategy is based on promoting talented individuals within the organization, and hiring from outside to strengthen our capabilities where appropriate and to build diverse perspectives and fresh thinking.

The board and committees review the succession plans for senior management and the heads of our key oversight functions. The board develops the CEO’s succession plan, and the management resources and compensation committee monitors succession plans for

 

126   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

senior executives. The management resources and compensation committee, with the assistance of the audit committee and risk committee where appropriate, also monitors succession plans for the heads of our oversight functions.

Management devotes its attention to developing talent below the senior executive level to ensure there is a well trained, high performing pool of executives that is representative of our customer base and with a broad range of business and functional experience that can contribute to a common culture and values for building a sustainable, high performing company. Developing our people helps retention and ensures orderly transitions.

The management resources and compensation committee conducts a review of the succession planning process every year.

5 — Communications and shareholder engagement

Disclosure policy and practices

The board has established policies and standards for the disclosure of material information to ensure it is accurate, understandable and broadly disseminated on a timely basis.

The disclosure committee is responsible for overseeing and monitoring our disclosure processes and practices. It is made up of members of senior management and reports to the audit committee on disclosure matters. The disclosure committee reviews all material information in disclosure documents prior to audit committee and board review and approval.

A cross-functional group that includes members of senior management, as well as employees from our legal, investor relations, corporate communications groups, and others as required, reviews information and developments to assess materiality in compliance with our disclosure policies.

Our risk disclosure committee reviews all risk disclosure and recommends changes to content as appropriate.

The board reviews and approves our financial statements, management’s discussion and analysis (MD&A) and earnings releases, annual information form, management information circular and other material disclosure based on the review and recommendation of the audit committee.

Engagement

We and the board believe that engaging and communicating directly with shareholders and other stakeholders is important for providing timely and meaningful feedback. In 2016 we implemented enhanced shareholder engagement principles to help shareholders understand how the board engages with shareholders and how they may contact the board. These engagement principles are available on manulife.com.

The Chairman’s shareholder engagement outreach program, which is part of the broader board engagement program facilitated by our investor relations group and is consistent with the board’s shareholder engagement principles, includes:

 

  an annual shareholder engagement outreach program to generate dialogue and feedback on a variety of topics, which the Chairman hosts and leads.

 

2017 Management information circular     127  


 

 

 

     ongoing communication, which is an important part of creating an open, candid and productive dialogue. The chairs of each committee are available at every annual meeting to respond to questions from shareholders

 

     encouraging shareholders to attend the annual meeting, because it offers a valuable opportunity to discuss Manulife, our corporate governance practices and other topics.

 

Say on executive pay

This year shareholders will again have an opportunity to have a say on our approach to executive pay. This is an advisory vote, so the results are not binding. The board will, however, take the results into account together with

 

 

LOGO

 

  

 

In 2016, the Chairman led 25 meetings and conference calls with our shareholders – representing approximately 50% of our institutional shareholder base. The chair of the management resources and compensation committee also participated in these sessions. The main focus was the result of our 2016 say on pay vote. Shareholder engagement around this issue included meeting with shareholders to hear their concerns first-hand, and then reviewing our proposed approach on compensation matters with them to make sure it is adequately responsive to their concerns. You can read more about this on page 1.

 

feedback received from other shareholder

engagement activities, when making decisions about compensation policies, procedures and executive pay in the future. You can read more about this on page 18.

Shareholder proposals

Shareholders can submit proposals to be considered at an annual meeting and included in our circular. The corporate governance and nominating committee oversees this process. You can read more about shareholder proposals on page 19. We do not have any proposals to be considered at the 2017 annual meeting. Based on Manulife’s employment practices and our commitment to further dialogue, Vancity Investment Management Inc. agreed to withdraw a shareholder proposal related to payment of the living wage, the income necessary to support families in specific communities.

For more information

You can find more information about Manulife on manulife.com, including webcasts of the quarterly investor conference calls and senior management’s presentations to the investment community, our annual reports and other investor information.

Board committees

The board has four standing committees to help it carry out its mandate:

  audit committee
  corporate governance and nominating committee
  management resources and compensation committee
  risk committee.

Each committee is made up entirely of independent directors, and has a committee charter. Committees set aside time at each meeting to meet in camera (without management present), and may also use part of this time to meet with independent advisors and individual members of management.

 

128   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

Committee chairs report to the board, providing updates on the committee’s deliberations and any recommendations that require the board’s approval.

Committees review their charter every year and update it as necessary. They also review an assessment by their committee members of the committee’s performance and effectiveness in carrying out the responsibilities set out in its charter. Each committee considers the results when developing its priorities and work plan for the coming year.

The corporate governance and nominating committee reviews committee composition at least once a year and reconstitutes committee membership as appropriate. The CEO is not involved in any of these decisions.

You can access the committee charters and position description for each committee chair on manulife.com and read the 2016 committee reports beginning on page 37.

Independent advice

The board and committees may retain outside advisors to receive independent advice, and we pay for the cost of these services.

Serving as a director

We and the board expect directors to conduct themselves professionally, with integrity, and always in the best interests of Manulife.

A director must commit the necessary time to their duties as a director and we expect them to attend all of their meetings absent extenuating circumstances. We compensate directors appropriately and our fee schedule is competitive with the market (see page 42 for details).

 

If a director is contemplating joining another public company board, changes employment or his or her country of residence, or there is any other significant change, he or she must notify the chair of the corporate governance and nominating committee. The chair will review the  

 

LOGO

  

 

Directors who receive more withheld  votes than for votes in an uncontested election have to submit their resignation. See page 21 for more about our majority voting policy.

matter and consider an appropriate course of action including, in the case of a public company appointment, seeking the approval of the committee. As part of its review, the committee considers whether there are circumstances that could impair the director’s ability to exercise independent judgment or create a conflict of interest, as well as whether the proposed appointment would impede the director’s ability to devote the time and commitment necessary. We expect the director to resign if the change creates a conflict of interest, or affects our ability to comply with legal or regulatory requirements or our own internal policies.

Serving on other boards

We do not limit the number of public company boards our directors can serve on, however, as noted above, the corporate governance and nominating committee must review and approve a proposed appointment to another public company board.

 

2017 Management information circular     129  


 

 

 

None of our directors serve together on another public company board other than Manufacturers Life. Andrea Rosen and James Prieur currently both serve on the board of Alberta Investment Management Corporation (AIMCo), a crown corporation that manages the assets of certain pensions, endowments and government funds. Ms. Rosen will retire from the AIMCo board in October 2017, following the expiry of her term.

Integrity

In addition to complying with our code of business conduct and ethics, directors are required to follow rules established to ensure they exercise independent judgment and avoid conflicts of interest.

Equity ownership

We require directors to hold equity in Manulife to align their interests with those of our shareholders. All independent directors must hold at least three times the annual board member retainer. Until they meet this requirement, directors receive their entire annual board member retainer in deferred share units. See page 43 for details.

Term limits

Independent directors can serve up to 12 years on our board, to balance the benefits of experience with the need for board renewal and new perspectives.

 

A director who has served the maximum term will only be nominated for election in exceptional circumstances. The board does, however, have discretion to nominate a director again for up to three years if the director’s specific expertise meets the needs of the board at that time.

 

The Chairman may serve a full five-year term as Chairman regardless of the number of years he or she has served as a director.

 

 

LOGO

  

 

We eliminated the mandatory retirement age of 72 when term limits were introduced in December 2013. To allow an orderly transition, independent directors who had served at least 12 years on the board as of the date of the 2014 annual meeting but had not turned 72 (the mandatory retirement age in effect prior to December 5, 2013) are eligible for re-election until 2019. John Cassaday is the only director who is covered by this transitional provision.

 

    

Independence

We have a board independence policy that complies with all applicable legal, regulatory and securities exchange requirements.

A director is independent if he or she doesn’t have a direct or indirect relationship with Manulife that could reasonably be expected to interfere with their ability to exercise independent judgment. All of the nominated directors are independent, except for Donald Guloien because of his position as CEO of Manulife. Members of the audit committee and the management resources and compensation committee also meet the additional independence requirements applicable to those committees.

Independent Chairman

We separated the roles of Chairman and CEO in 1993 to promote independent leadership and oversight by the board.

 

130   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

The Chairman must be an independent director. The Chairman is appointed each year by the directors and can serve up to five years in the role. Richard DeWolfe became Chairman in 2013 and has never been a Manulife employee.

The Chairman is responsible for providing leadership to the board, encouraging open discussion and debate and guiding deliberations on strategic and policy matters. The Chairman has frequent discussions with senior management, sets the meeting agendas and attends all committee meetings whenever possible. The Chairman works closely with the corporate governance and nominating committee on all governance matters. The Chairman’s mandate is available on manulife.com.

Independent directors

The independent directors meet regularly with senior management, and meet without management present at each board and committee meeting.

The independent directors also meet in a closed session at least once every year to review the performance of the CEO and approve his compensation, review the board’s own performance assessments and approve the board’s objectives for the following year.

They may also have closed sessions with independent advisors and/or members of management.

Diversity

Having a mix of highly qualified directors from diverse backgrounds brings different perspectives and experiences to the boardroom to generate healthy discussion and debate and effective decision-making. Manulife is a founding member of the Canadian Board Diversity Council, which focuses on advancing board diversity in Canada.

 

The board adopted a diversity policy in 2012 and enhanced it in 2014. The policy covers age, gender, ethnicity, disability, sexual orientation and geographic  

 

LOGO

  

 

Five of the last eight directors appointed to the board have been women.

representation. When identifying director candidates, the corporate governance and nominating committee considers prospective candidates based on merit, along with all of these characteristics, in the context of competencies, expertise, skills, background and other qualities the board identifies from time to time as being important. Adherence to the policy is also taken into account as part of the annual performance and effectiveness evaluations of the corporate governance and nominating committee and the board.

The policy sets out the board’s objective of women representing at least 30% of the independent directors, an objective we’ve met since 2013. The committee reviews this objective every year and may recommend changes or additional objectives as appropriate. The table below shows the number of women currently on the board. All of them have been nominated for election at this year’s annual meeting (see page 20).

 

(as at March 8, 2017)                  
Female directors (as a percentage of total directors)      5 of 15          33%  
Female directors (as a percentage of independent directors)      5 of 14          36%  

 

2017 Management information circular     131  


 

 

 

Skills and experience

The corporate governance and nominating committee helps determine the necessary qualities, skills and experience for a member of the board of a global financial services company and Manulife in particular.

Directors must possess six core attributes:

  a reputation for integrity and ethical behaviour
  a demonstrated ability to exercise judgment and communicate effectively
  financial knowledge
  prominence in their area of expertise
  experience relevant to our operations
  sufficient time to dedicate to board and committee work.

They must also have a mix of key skills and experience as set out in the table below. The committee maintains a skills matrix to identify any gaps or emerging areas of importance.

 

              

Senior executive

   
Broad business experience
(as a senior officer or chair of the board of a major public, private or not-for-profit organization)
                

Other directorships

   
Director of a major organization                 

Public sector

      
Experience working in a Crown Corporation, educational institution or any other non-commercial organization                 

Financial experience

   
Based on the definitions of financial literacy or expert for members of the audit committee under securities laws                 

Risk management experience

      
Experience in identifying the principal risks of an organization and oversight or
management of a risk management system (as a CEO, risk management executive or
member of the risk committee of a public company board)
                

Global financial services executive | Knowledge of investment management

      
Experience in the financial services industry or experience overseeing complex financial transactions and investment management                 

Operations | Governance

Experience gained through direct involvement with business or regulatory
operations in:

  Asia             
  Canada             
  U.S.             

Human resources management and executive compensation

      
Experience in overseeing compensation design (as a CEO, CFO, senior human resources executive or consultant, or member of the compensation committee of a public
company board)
                

Technology

      
Experience/knowledge of information technology, cyber security and customer/digital interface                 

 

132   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

 

     LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO     TOTAL
                               
    LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   All
                               
    LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO       LOGO   LOGO   LOGO   LOGO   LOGO   14
                               
    LOGO   LOGO           LOGO   LOGO       LOGO   LOGO           LOGO               7
                               
    LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   LOGO   All
                               
    LOGO       LOGO       LOGO   LOGO   LOGO       LOGO       LOGO   LOGO   LOGO   LOGO   LOGO   11
                               
                LOGO       LOGO   LOGO           LOGO   LOGO       LOGO   LOGO   LOGO   8
       

LOGO

             

LOGO

 

LOGO

 

LOGO

 

LOGO

     

LOGO

 

LOGO

 

LOGO

      LOGO  

9

   

 

LOGO

 

LOGO

 

LOGO

     

LOGO

     

LOGO

 

LOGO

     

LOGO

 

LOGO

 

LOGO

 

LOGO

  LOGO  

11

   

LOGO

     

LOGO

         


 

LOGO

     

LOGO

 

LOGO

 

LOGO

     

LOGO

     

LOGO

 

9

                               
   

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

     

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

 

LOGO

     

13

   

 

LOGO

     

LOGO

 

LOGO

 

LOGO

 

LOGO

  LOGO  

LOGO

     

LOGO

     

LOGO

      LOGO  

10

 

2017 Management information circular     133  


 

 

 

Director development

Directors receive ongoing education to keep them up to date in their knowledge and understanding of our businesses and market and regulatory environment so they can carry out their responsibilities effectively.

Orientation

We’re able to attract qualified and experienced directors from various backgrounds with a diverse range of skills. New directors receive orientation to help them become more knowledgeable about Manulife as quickly as possible. The program is tailored for each director’s knowledge, skills and experience.

Directors receive information about Manulife, the board and board committees and their duties as a director. The Chairman and committee chairs meet with new directors to discuss the role of the board and committees and to give them an opportunity to have a candid discussion and ask questions.

We also arrange sessions with senior management on a wide variety of relevant subjects to help new directors gain a deeper understanding of our business, priorities and challenges.

All directors have a standing invitation to attend committee meetings and new directors are encouraged to do so as part of their orientation.

Continuing education

We run a continuing education program for all directors and the corporate governance and nominating committee coordinates the program agenda.

The program typically includes regular presentations by senior executives about emerging issues and topics relevant to our business and operations and the regulatory environment, as well as information packages developed to enhance the director’s understanding of the subject matter. External experts are also invited from time to time to speak on various topics.

We also organize site visits for directors so they gain additional insights into various aspects of our business and our global operations. Site visits also give directors an opportunity to meet directly with management and other employees in those areas or regions.

Committee chairs also coordinate education sessions on specific topics for their committee members.

 

134   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

The table below details our continuing education program for directors in 2016:

 

Topic    Date      Audience

Business and operations

           
Using advanced analytics (external experts)    January 2016      board
Impact of breakthrough technologies (external expert)    January 2016      board
Global macroeconomic perspectives    March 2016      board
Review of different types of innovation (external expert)    May 2016      board
Innovative practices in human resources (external expert)    July 2016      board
Innovative practices for measuring and improving customer experience (external expert)    September 2016      board
Digital disruption in the Chinese retail sector (external expert)    October 2016      board
Overview of opportunities and implications of evolution of financial advice (external expert)    November 2016      board
Innovation trends in wealth and asset management products and distribution (external expert)    December 2016      board

Risk

           
Evolving risks – macroeconomic events    December 2016      risk committee

Market trends

           
Mega trends in Asia (external expert)    April 2016      board
Trends in the real estate industry    May 2016      audit committee
Trends in private equity    December 2016      audit committee
Impacts of macroeconomic events on fixed income markets    December 2016      risk committee

Governance and compensation

           
Compensation policy and trend update (external expert)    June 2016      management resources
and compensation
committee
Corporate governance trends    December 2016      corporate governance and
nominating committee

We also encourage directors to participate in outside professional development programs. We pay for these expenses as long as the Chairman and the chair of the corporate governance and nominating committee approve the program in advance.

All of our directors are members of the Institute of Corporate Directors (ICD) and the National Association of Corporate Directors (NACD), which provide continuing education for directors through publications, seminars and conferences. In 2016, directors also participated in (or were members of) additional external education programs provided by The Corporate Directors Group, the Canadian Diversity Council, the ICD, the NACD and Women Corporate Directors.

 

2017 Management information circular     135  


 

 

 

Assessment

The corporate governance and nominating committee hires an independent advisor to help carry out an annual assessment of the board, committees and individual directors.

Directors complete a comprehensive questionnaire to assess the performance and effectiveness of the following:

  the board vis-à-vis its objectives
  the Chairman in carrying out his mandate
  the committees they’re members of, and the chairs of those committees, in addressing areas of focus for those committees.

Senior executives who interact regularly with the committees are also invited to complete committee assessments to provide additional perspective.

The independent advisor compiles the assessments, completes an analysis and reports its findings on the board to the Chairman and the corporate governance and nominating committee. The independent advisor also reports its findings on each of the committees to the respective committee chair. These results are used to address any areas for improvement and develop the board’s priorities for the following year.

The Chairman also has one-on-one interviews with each director to receive any candid feedback on the performance of the board, committees and peer directors for developing the board’s priorities for the following year. He then meets with the board to discuss the recommendations and plan the implementation of the board’s priorities for the coming year.

Each committee also receives their assessment results and goes through a similar process.

Board succession

The corporate governance and nominating committee manages board succession in light of the board’s overall needs, term limits and retirements. It also reviews board composition in light of the annual board assessment results and recommends any changes as appropriate.

The committee is responsible for the director candidate search, identifying qualified candidates for nomination to the board, on its own, with suggestions from the board and others, and using the services of an independent advisor or search firm to help identify suitable candidates who meet the board’s selection criteria and support the diversity objectives. It also maintains a list of prospective candidates who meet established criteria and diversity objectives.

The committee considers prospective candidates based on merit, with the expertise, skills, background, experience and other qualities the board identifies as important for supporting our strategy and operations. It also takes into account legal and regulatory requirements, such as residency and independence, and considers gender, age, ethnicity, disability, sexual orientation and geographic representation as part of the board’s diversity policy. You can read more about board diversity on page 131 or access the board’s diversity policy on manulife.com.

The Chairman, CEO, committee chairs and other directors interview any suitable candidates and an independent firm conducts a background check. The committee considers input from all of these sources before it recommends a candidate for the board’s review and approval for nomination or appointment to the board.

 

136   Manulife Financial Corporation


LOGO

GOVERNANCE AT MANULIFE

 

Other information

Liability insurance

We have liability insurance to protect our directors and officers against liabilities they may incur as directors and officers of Manulife and our subsidiaries in circumstances where we cannot indemnify them. Our current policy provides approximately US$300 million in coverage and expires in September 2017.

Loans to directors and officers

We may grant loans to our directors, officers and other employees in the regular course of business as long as the loans are in compliance with legal and regulatory requirements and are on market terms, and therefore on the same terms as loans we make to customers with similar creditworthiness.

As at February 28, 2017 the total indebtedness to Manulife or any of our subsidiaries of all officers, directors and employees and former officers of Manulife or our subsidiaries, excluding routine indebtedness under applicable Canadian securities laws, was $511,297. None of our directors or executive officers had any indebtedness to Manulife or any of our subsidiaries other than routine indebtedness.

Directors’ approval

The board of directors has approved the contents of this circular and authorized us to distribute it to all shareholders of record.

 

LOGO

Antonella Deo

Vice President and Corporate Secretary

March 8, 2017

 

2017 Management information circular     137  


 

 

 

 

Our registered office

Manulife Financial Corporation

200 Bloor Street East

Toronto, Ontario M4W 1E5

 

 

 

 

LOGO     IR3828E    LOGO

Exhibit 99.4

 

LOGO

 

 

MANULIFE FINANCIAL CORPORATION

 

Annual Meeting of Common Shareholders to be held on

Thursday, May 4, 2017

 

 

 

 

 

     Proxy Form – Annual Meeting of Common Shareholders

 

 

 

    Proxy Information

 

  

 

This proxy confers discretionary authority on the proxy named herein to vote in respect of any amendments or variations to the matters identified in the notice of meeting or any other matter which may properly come before the meeting in such manner as such proxy in his or her judgment may determine.

 

A shareholder has the right to appoint a person to represent him or her at the meeting other than the management representatives designated in this proxy. Such right may be exercised by filling in the name of the other person in the blank space provided; such other person need not be a shareholder.

 

 

    Notes

 

  

 

   

This proxy must be signed by a shareholder or his or her attorney duly authorized in writing. If you are an individual, please sign exactly as your shares are registered. If the shareholder is a corporation, a duly authorized officer or attorney of the corporation must sign this proxy, and if the corporation has a corporate seal, its corporate seal should be affixed.

 

 

   

Signatories on behalf of a trust or estate or under a power of attorney or similar authority should specify the capacity in which they sign. Documentation may be required evidencing authority.

 

 

   

If the shares are held by two or more persons, then all those persons should sign this proxy.

 

 

   

This proxy should be read in conjunction with the accompanying Management Information Circular and Notice of Annual Meeting of Common Shareholders.

 

 

   

If not dated, this proxy is deemed to bear the date on which it was mailed on behalf of management of the Company.

 

 

   

For your proxy vote to be counted, this proxy must be completed and delivered in accordance with the Voting Instructions below.

 

 

 

    Voting Instructions

 

  

Manulife Financial Corporation offers four ways to vote your shares.

 

 

LOGO

 

Option 1 – MAIL

 

 

LOGO

 

Option 2 – INTERNET

 

 

LOGO

 

Option 3 – TELEPHONE

 

 

LOGO

 

Option 4 – SMARTPHONE

To vote by Mail from anywhere in the world

 

1.        Complete the back of this form.

 

2.        Sign and return the form in the enclosed envelope.

 

To vote by Internet from anywhere in the world

 

1.        Go to the website www.cstvotemyproxy.com

2.        Follow the instructions on the screen.

3.        You will be required to enter the 13-digit control number located above.

 

 

To vote by Telephone from Canada or the United States

 

1.        Using a touch-tone telephone, call toll free 1-888-489-7352.

2.        Follow the voice instructions.

3.        When prompted, enter the 13-digit control number located above.

 

To vote using your smartphone, please scan this QR Code

 

LOGO

 

 

    Request for Financial Statements

 

  

If you wish to receive the financial statements and MD&A for the next year by mail, you must check the appropriate box below.

 

I wish to receive the Interim Financial Statements and MD&A            

  

I wish to receive the Annual Financial Statements and MD&A

  

You may also make your request online at www.canstockta.com/financialstatements. Our Company code number is 4658A.


 

LOGO

 

 

MANULIFE FINANCIAL CORPORATION

 

Annual Meeting of Common Shareholders to be held on Thursday, May 4, 2017

 

 

  Shareholder Proxy Form

 

 

This proxy is solicited on behalf of management of Manulife Financial Corporation (the “Company”).

The undersigned shareholder of the Company hereby appoints Donald A. Guloien, President and Chief Executive Officer, or failing him, Richard B. DeWolfe, Chairman of the Board, with full power of substitution, or instead of either of them,                                                                                                            , as proxy of the undersigned, to attend, vote and act for and on behalf of the undersigned at the Annual Meeting of common shareholders of the Company to be held at 11:00 a.m. Eastern Time on Thursday, May 4, 2017, at the Head Office of the Company, 200 Bloor Street East, International Room, Toronto, Ontario, Canada, and at all adjournments thereof, and, as specifically directed, to vote the common shares represented by this proxy upon the following matters.

 

Information on the following can be found in the Management Information Circular dated March 8, 2017.

 

The directors and management recommend shareholders vote FOR items 1, 2 and 3. Where no choice is specified, the proxyholders designated by management intend to vote FOR items 1, 2 and 3.

 

 

 

  1.  Election of Directors

 

 

 

  The proposed nominees are:

       FOR      WITHHOLD  
 

 

  01

 

 

Joseph P. Caron

  

 

  

 

 

 

  02

 

 

John M. Cassaday

  

 

  

 

 

 

  03

 

 

Susan F. Dabarno

  

 

  

 

 

 

  04

 

 

Richard B. DeWolfe

  

 

  

 

 

 

  05

 

 

Sheila S. Fraser

  

 

  

 

 

 

  06

 

 

Donald A. Guloien

  

 

  

 

 

 

  07

 

 

Luther S. Helms

  

 

  

 

 

 

  08

 

 

Tsun-yan Hsieh

  

 

  

 

 

 

  09

 

 

P. Thomas Jenkins

  

 

  

 

 

 

  10

 

 

Pamela O. Kimmet

  

 

  

 

 

 

  11

 

 

Donald R. Lindsay

  

 

  

 

 

 

  12

 

 

John R. V. Palmer

  

 

  

 

 

 

  13

 

 

C. James Prieur

  

 

  

 

 

 

  14

 

 

Andrea S. Rosen

  

 

  

 

 

 

  15

 

 

 

Lesley D. Webster

  

 

  

 

 

 

2.     Appointment of Auditors

 

  
    

 

FOR

  

 

  WITHHOLD  

  
 

 

Appointment of Ernst & Young LLP as Auditors

  

 

  

 

  
            
                
          
          
 

 

3.    AdvisoryResolution Accepting Approach to Executive Compensation

 

  
    

 

FOR

  

 

AGAINST

  
 

 

Advisory resolution accepting approach to executive compensation

  

 

  

 

  
            
                
 

 

 

  Please Sign and Return This Proxy Form

 

 

 

To be valid, this proxy must be signed and received by the Company’s transfer agent, CST Trust Company, P.O. Box 721, Agincourt, Ontario, Canada, M1S 0A1, no later than 5:00 p.m. Eastern Time on Tuesday, May 2, 2017, or if the meeting is adjourned, no later than 5:00 p.m. Eastern Time on the second business day preceding the day to which the meeting is adjourned. This proxy revokes and supersedes all proxies of earlier dates.

 

Dated this                      day of                                                               , 2017.

  

 

 

  

 

 

Signature of Shareholder/Authorized Officer

  

 

Name of Shareholder (Please PRINT clearly)

Please see the Notes on the first page of this proxy form for instructions on how to complete the form.