Via Facsimile and U.S. Mail
Mail Stop 03-09
May 4, 2005
Mr. Peter H. Rubenovitch
Senior Vice President and
Chief Financial Officer
200 Bloor Street East, NT 11
Toronto, Ontario
Canada M4W 1E5
Re: Manulife Financial Corporation
Form 40-F for the fiscal year ended December 31, 2004
File No. 001-14942
Dear Mr. Rubenovitch:
We have reviewed your filing and have the following
comments.
We have limited our review of the above referenced filing to only
those issues addressed. Where our comments call for disclosure, we
think you should amend your document in response to these
comments.
In one of our comments, we ask you to provide us with supplemental
information so we may better understand your disclosure. Please
amend your Form 40-F for the year ended December 31, 2004 and
respond
to these comments within 15 business days or tell us when you will
provide us with a response prior to the expiration of the 15-day
period. If we have requested additional information as well as an
amendment or if you disagree with any comment that calls for
disclosure, please provide this letter prior to your amendment.
You
may wish to provide us with marked copies of the amendment to
expedite our review. Your letter should key your responses to our
comments. Detailed letters greatly facilitate our review. Please
file your letter on EDGAR under the form type label CORRESP. We
may
have additional comments after reviewing your amendment and
responses
to our comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 40-F for the fiscal year ended December 31, 2004
Exhibit 99.2
Management`s Discussion and Analysis
Reinsurance Division, page 59
1. We note from your disclosures that you offer structured/non-
traditional retrocession solutions for life insurance reinsurers
and
specialized non-traditional retrocession solutions for property
and
casualty reinsurers. It is unclear from your filing what types of
"solutions" you offer. As such please tell us supplementally the
types of reinsurance protection offered (i.e. excess of loss or
finite reinsurance), whether the protection is prospective or
retrospective, how losses attach to your contracts and/or treaties
and any other provisions in the contracts and/or treaties that are
not usually included in a standard reinsurance contract. In
addition
please tell us the economic benefit that you are attempting to
provide to the reinsurer. The intent of the comment is to first
understand your business and then provide suggested disclosures
that
help provide greater transparency to your business.
Contractual Obligations, page 76
2. We note that the Company has not included its actuarial
liabilities in the contractual obligation table, and it would
appear
that these liabilities represent future legal obligations of the
Company. Due to the significant nature of these liabilities to
your
business we believe the inclusion of reserves in the contractual
obligation table will provide investors increased disclosure of
your
liquidity. The purpose of Financial Reporting Release 67 is to
obtain enhanced disclosure concerning a registrant`s contractual
payment obligations and the exclusion of ordinary course items
would
be inconsistent with the objective of the Item 303(a)(5) of
Regulation S-K and as required by Item 12 of Form 40-F. Based on
the
above factors, please revise your contractual obligation table to
include the expected settlement of your actuarial liabilities.
* * * *
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact Joseph Roesler, Staff Accountant, at (202)
942-
1788 or Joel Parker, Branch Chief, at (202) 824-5487 if you have
questions regarding the comments. In this regard, do not hesitate
to
contact me, at (202) 942-1803.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief
Accountant
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Mr. Peter M. Rubenovitch
Manulife Financial Corporation
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