485BPOS

As filed with the U.S. Securities and Exchange Commission on April 23, 2015
Registration No. 333-100567

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-6

SEC File No 811-5130

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
POST EFFECTIVE AMENDMENT NO. 15 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 23 [X]

John Hancock Life Insurance Company (U.S.A.) Separate Account N

(Exact Name of Registrant)

John Hancock Life Insurance Company (U.S.A.)

(Name of Depositor)

197 Clarendon Street
Boston, MA 02116

(Complete address of depositor’s principal executive offices)

Depositor's Telephone Number: 617-572-6000

JAMES C. HOODLET

John Hancock Life Insurance Company (U.S.A.)
U.S. INSURANCE LAW

JOHN HANCOCK PLACE
BOSTON, MA 02117

(Name and complete address of agent for service)

It is proposed that this filing will become effective (check appropriate box)

[ ] immediately upon filing pursuant to paragraph (b) of Rule 485
[X ] on April 27, 2015 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing pursuant to paragraph (a) (1) of Rule 485
[ ] on (date) pursuant to paragraph (a) (1) of Rule 485

If appropriate check the following box

[ ] this post-effective amendment designates a new effective date for a previously filed amendment

Pursuant to the provisions of Rule 24f-2, Registrant has registered an indefinite amount of the securities under the Securities Act of 1933.

Prospectus dated April 27, 2015

for interests in

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Interests are made available under

CORPORATE VUL

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
(“John Hancock USA”)

500 Index B

Active Bond

All Cap Core

Alpha Opportunities

American Asset Allocation

American Global Growth

American Growth

American Growth-Income

American International

American New World

Blue Chip Growth

Bond

Capital Appreciation

Capital Appreciation Value

Core Bond

Core Strategy

Emerging Markets Value

Equity-Income

Financial Industries

Franklin Templeton Founding Allocation

Fundamental All Cap Core

Fundamental Large Cap Value

Global

Global Bond

Health Sciences

High Yield

International Core

International Equity Index B

International Growth Stock

International Small Company

International Value

Investment Quality Bond

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

Mid Cap Index

Mid Cap Stock

Mid Value

Money Market

PIMCO VIT All Asset

Real Estate Securities

Real Return Bond

Science & Technology

Short Term Government Income

Small Cap Growth

Small Cap Index

Small Cap Opportunities

Small Cap Value

Small Company Value

Strategic Income Opportunities

Total Stock Market Index

Ultra Short Term Bond

U.S. Equity

Utilities

Value

* * * * * * * * * * * *

Please note that the Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CVUL03 4/2015

TABLE OF CONTENTS

	Page No.
RISKS/BENEFITS SUMMARY	3
Benefits	3
Risks	3
FEE TABLES	4
Table of Investment Options and Investment Subadvisers	7
POLICY SUMMARY	10
General	10
Death Benefits	11
Premiums	11
Policy Value	11
Policy Loans	11
Surrender and Partial Withdrawals	11
Lapse and Reinstatement	12
Charges and Deductions	12
Investment Options and Investment Subadvisers	12
Description of John Hancock (USA)	12
Description of Separate Account N	13
ISSUING A POLICY	13
Use of the Policy	13
Requirements	13
Temporary Insurance Agreement	14
Underwriting	14
Right to Examine the Policy	14
Life Insurance Qualification	15
DEATH BENEFITS	15
Flexible Term Insurance Option Rider	16
Death Benefit Options	17
Changing the Death Benefit Option	18
Changing the Face Amount and Scheduled Death Benefits	19
PREMIUM PAYMENTS	21
Initial Premiums	21
Subsequent Premiums	21
Premium Limitations	21
Premium Allocation	21
CHARGES AND DEDUCTIONS	21
Premium Load	21
Sales Load or Surrender Charge	22
Monthly Deductions	23
Asset Based Risk Charge Deducted from Investment Accounts	24
Reduction in Charges and Enhanced Surrender Values	24
COMPANY TAX CONSIDERATIONS	24
POLICY VALUE	25
Determination of the Policy Value	25
Units and Unit Values	25
Transfers of Policy Value	26

	Page No.
POLICY LOANS	27
Interest Charged on Policy Loans	28
Loan Account	28
POLICY SURRENDER AND PARTIAL WITHDRAWALS	28
Policy Surrender	28
Partial Withdrawals	28
LAPSE AND REINSTATEMENT	29
Lapse	29
Reinstatement	29
THE GENERAL ACCOUNT	29
Fixed Account	29
OTHER PROVISIONS OF THE POLICY	30
Policy Owner Rights	30
Beneficiary	30
Incontestability	30
Misstatement of Age or Sex	30
Suicide Exclusion	30
Supplementary Benefits	31
Tax considerations	31
General	31
Death benefit proceeds and other policy distributions	31
Policy loans	32
Diversification rules and ownership of the Separate Account	33
7-pay premium limit and modified endowment contract status	33
Corporate and H.R. 10 retirement plans	34
Withholding	34
Life insurance purchases by residents of Puerto Rico	34
Life insurance purchases by non-resident aliens	34
Life insurance owned by citizens or residents living abroad	35
OTHER INFORMATION	35
Payment of Proceeds	35
Reports to Policyholders	35
Distribution of policies	35
Compensation	36
Responsibilities of John Hancock USA	37
Voting Rights	37
Substitution of Portfolio Shares	37
Records and Accounts	38
State Regulation	38
Financial statements reference	38
Registration statement filed with the SEC	38
Independent registered public accounting firm	38
APPENDIX A: DEFINITIONS	39

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This prospectus does not constitute an offering in any jurisdiction in which such offering may not lawfully be made. No person is authorized to make any representations in connection with this offering other than those contained in this prospectus, the portfolios prospectuses, or the corresponding Statements of Additional Information.

The purpose of this variable life insurance policy is to provide insurance protection for the beneficiary named therein. No claim is made that this variable life insurance policy is in any way similar or comparable to a systematic investment plan of a mutual fund.

Examine this prospectus carefully. The Policy Summary will briefly describe the policy. More detailed information will be found further in the prospectus. You should rely on the information contained in this prospectus, the portfolio prospectuses, and the corresponding Statements of Additional Information, which contains the audited financial statements for John Hancock NY and Separate Account B. The portfolio prospectuses describe the investment objectives, policies and restrictions of, and the risks relating to, investment in the investment options. In the case of any of the portfolios that are operated as “feeder funds,” the prospectus for the corresponding “master fund” is also provided. We have not authorized anyone to provide you with information that is different from the information contained in the aforementioned documents.

RISKS/BENEFITS SUMMARY

Benefits

Some of the benefits of purchasing the policy are described below. Death Benefit Protection. This prospectus describes a flexible premium variable life insurance policy, which provides for a death benefit payable to the beneficiary of the policy upon the death of the insured. Variable life insurance is a flexible tool for financial and investment planning for persons needing death benefit protection. You should consider other forms of investments if death benefit protection is not one of your financial planning objectives, as there are additional costs and expenses in providing the insurance.

Access To Your Policy Values. Variable life insurance offers access to Policy Value. You may borrow against your policy, or surrender all, or a portion of your policy through a partial withdrawal. There are limitations on partial withdrawals. See “Policy Surrender and Partial Withdrawals” for further information.

Tax Deferred Accumulation. Variable life insurance has several tax advantages under current tax laws. For example, Policy Value accumulates on a tax-deferred basis and a transfer of values from one sub-account to another within the policy generates no taxable gain or loss. Any investment income and realized capital gains within a sub-account or interest from the Fixed Account are automatically reinvested without current income taxation to the policy owner.

Investment Options. In addition to the Fixed Account, the policy provides for access to a number of variable investment options, which permit you to reallocate your Policy Value to meet your changing personal objectives, goals, and investment conditions. Information regarding each investment option may be found in the portfolio prospectuses.

Flexibility. The policy is a flexible premium variable life insurance policy in which varying premium payments are permitted. You may select death benefit options and an additional policy rider. You may increase or decrease the amount of death benefit. You are able to select, monitor, and change investment choices within your policy.

Risks

Some of the risks of purchasing the policy are described below.

Fluctuating Investment Performance. Policy Value invested in a sub-account is not guaranteed and will increase and decrease according to investment performance. You assume the investment risk of Policy Value allocated to the sub-accounts. A comprehensive discussion of each sub-account’s objective and risk is found in the portfolio prospectuses. You should review these prospectuses carefully before allocating Policy Value to any sub-accounts.

Unsuitable for Short-Term Investment. The Policy is intended for long-term financial planning, and is unsuitable for short-term goals. Your policy is not designed to serve as a vehicle for frequent trading.

Policy Lapse. Sufficient premiums must be paid to keep a policy in force. There is a risk of lapse if the Policy Value is too low in relation to the insurance amount, if investment results are less favorable than anticipated or if extensive policy loans are taken. A policy lapse could have adverse tax consequences since the amount received (including any loans) less the

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investment in the policy may be treated as ordinary income subject to tax. Since withdrawals reduce your Policy Value, withdrawals increase the risk of lapse.

Decreasing Death Benefit. Any outstanding policy loans and any amount that you have surrendered or withdrawn will reduce your policy’s death benefit.

Adverse Consequences of Early Surrender. There are surrender charges assessed if you surrender your policy in the first 10 years from the purchase of the policy or the effective date of a Face Amount increase. Depending on the amount of premium paid and the Policy Value at the time of surrender, there may be little or no Net Cash Surrender Value paid to you when the policy is surrendered. In addition, there are adverse consequences associated with partial withdrawals including potential policy lapse and adverse tax consequences. There may also be adverse consequences associated with full surrender of the policy.

Adverse Tax Consequences. You should always consult a tax adviser about the application of federal and state tax law to your individual situation. The federal income tax treatment of life insurance is complex and current tax treatment of life insurance may change.

FEE TABLES

The following tables describe the fees and expenses that you will pay when buying, owning, and surrendering the policy. Except where necessary to show a rate greater than zero, all rates shown in the tables have been rounded to two decimal places as required by the prospectus disclosure rules. Consequently, the actual rates charged may be slightly higher or lower than those shown. The first table describes the fees and expenses that you will pay at the time that you buy the policy, surrender the policy, or transfer cash value between investment options.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Maximum Premium Load ChargeImposed on Premium (Load)	Upon receipt of premium	2% of each premium paid
Maximum Sales Load Charge Imposed on Premium1	Upon receipt of premium	8% (Coverage Year 1)2
Maximum Surrender Charge (Load)1	Upon termination or reduction of anyCoverage Amount that is subject to a surrender charge including surrender of the policy for its Net Cash Surrender Value, partial withdrawal in excess of the Free Withdrawal Amount, decrease in the Face Amount, or policy lapse.	5% (Coverage Year 1)3
Transfer Fees	Upon transfer	$25 (only applies to transfers in excess of 12 in a Policy Year)
Dollar Cost Averaging	Upon transfer	Guaranteed $5.00
		Current $0.00
Asset Allocation Rebalancer	Upon transfer	Guaranteed $15.00
		Current $5.00

¹ A policy is subject to either a Sales Charge or a Surrender Charge but not both. The policy indicates which charge is applicable.

² The Sales Load Charge declines in subsequent Coverage Years as noted below:

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Coverage Year	Percentage
1	8.00%
2	6.00%
3	3.00%
4	2.00%
5	1.00%
6+	0.00%

³ The Surrender Charge declines in subsequent Policy Years as noted below:

Coverage Year	Percentage
1	5.00%
2	4.00%
3	3.00%
4	2.50%
5	2.00%
6	1.50%
7	1.00%
8	1.00%
9	0.50%
10+	0.00%

The surrender charge are a percentage of the sum of all premium payments attributed to a Coverage Amount in the first five Coverage Years.

The next table describes the fees and expenses that you will pay periodically during the time that you own the policy, not including fees and expenses of the portfolios, the underlying variable investment options for your policy.

Charges Other Than Those of the Portfolios
Charge	When Charge isDeducted	Amount Deducted
Cost of Insurance1	Monthly	Minimum and Maximum Charge	The possible range of the cost of insurance is from $0.00 to $83.33 per month per $1,000 of the net amount at risk.
		Charge for a Representative policy owner (a 45 year old non-smoking male) (rating classification is for short form underwriting)	Policy Subject to Sales Charge: The Cost of Insurance rate is $0.16 per month per $1,000 of the net amount at risk.
			Policy Subject to Surrender Charge: The Cost of Insurance rate is $0.35 per month per $1,000 of the net amount at risk.
Cost of Insurance - Optional FTIO Rider (Flexible Term Insurance Option)1	Monthly	Minimum and Maximum Charges	The possible range of the cost of insurance is from $0.00 to $83.33 per month per $1,000 of the net amount at risk
		Charge for a Representative policy owner (a 45 year old non-smoking male) rating classification is for short form underwriting)	The Cost of Insurance rate is $0.10 per month per $1,000 of the net amount at risk
Mortality and Expense Risk Fees	Monthly	0.04% (0.50% annually)2
Administration Fees	Monthly	$12 per Policy Month
Loan Interest Rate (Net)	Annually	0.75% 3

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¹ The cost of insurance varies based on individual characteristics and the charges shown in the table may not be representative of the charge a particular policy owner will pay. A policy owner may obtain additional information regarding cost of insurance charge by contacting the Company. The election (or failure to elect) the optional FTIO rider will impact the total cost of insurance charges.

² Currently the Company is charging the following rates:

Policy Year	Annual Rate
1-10	0.50%
11+	0.20%

³ The Loan Interest Rate (Net) is equal to the rate of interest charged on the policy loan less the interest credited to the Loan Account. Currently this rate is 0.75% for Policy Years 1-10 and 0.25% for Policy Years 11 and higher. The maximum loan rate is 4%.

The next table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment option offered through this prospectus, expressed as a percentage of average net assets (rounded to two decimal places). These expenses are deducted from portfolio assets.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/or service (12b-1) fees, and other expenses	0.54%	1.68%

¹Certain of the portfolios’ advisers or subadvisers have contractually agreed to reimburse or waive certain portfolio level expenses. The minimum and maximum expenses shown do not reflect these contractual expense reimbursements or waivers. If such reimbursements or waivers were reflected, the minimum and maximum expenses would be 0.30% and 1.53%, respectively.

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Table of Investment Options and Investment Subadvisers

When you select a Separate Account investment option, we invest your money in shares of a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”) (or the PIMCO Variable Insurance Trust (the “PIMCO Trust”) with respect to the PIMCO VIT All Asset portfolio) and hold the shares in a subaccount of the Separate Account. Fees and expenses of the portfolios are not fixed or specified under the terms of the policies and may vary from year to year. These fees and expenses differ for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any Separate Account investment options you select. For more information, please refer to the prospectus for the underlying portfolios.

The JHVIT and the PIMCO Trust are so-called “series” type mutual funds and each is registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end management investment company. John Hancock Investment Management Services, LLC (“JHIMS”) provides investment advisory services to the Trust and receives investment management fees for doing so. JHIMS pays a portion of its investment management fees to other firms that manage the Trust’s portfolios. We are affiliated with JHIMS and may indirectly benefit from any investment management fees JHIMS retains. The PIMCO VIT All Asset portfolio of the PIMCO Trust receives investment advisory services from Pacific Investment Management Company LLC (“PIMCO”) and pays investment management fees to PIMCO.

Each of the American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International and American New World portfolios invests in Series 1 shares of the corresponding investment portfolio of the Trust. The American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International, and American New World portfolios operate as “feeder funds,” which means that the portfolios do not buy investment securities directly. Instead, they invest in a “master fund” which in turn purchases investment securities. Each of the American feeder fund portfolios has the same investment objective and limitations as its master fund. The prospectus for the American Fund master fund is included with the prospectuses for the underlying funds. We pay American Funds Distributors, Inc., the principal underwriter for the American Funds Insurance Series, a percentage of some or all of the amounts allocated to the “American” portfolios of the Trust for the marketing support services it provides.

The portfolios pay us or certain of our affiliates compensation for some of the distribution, administrative, shareholder support, marketing and other services we or our affiliates provide to the portfolios. The amount of this compensation is based on a percentage of the assets of the portfolios attributable to the variable insurance products that we and our affiliates issue. These percentages may differ from portfolio to portfolio and among classes of shares within a portfolio. In some cases, the compensation is derived from the Rule 12b-1 fees that are deducted from a portfolio’s assets for the services we or our affiliates provide to that portfolio. These compensation payments do not, however, result in any charge to you in addition to what is shown in the Fee Tables.

The following table provides a general description of the portfolios that underlie the variable investment options we make available under the policy. You bear the investment risk of any portfolio you choose as an investment option for your policy. You can find a full description of each portfolio, including the investment objectives, policies, restrictions, and risks, in the prospectus for that portfolio. You should read the portfolio’s prospectus carefully before investing in the corresponding variable investment option.

The investment options in the Separate Account are not publicly traded mutual funds. The investment options are only available to you as investment options in the policies, or in some cases through other variable annuity contracts or variable life insurance policies issued by us or by other life insurance companies. In some cases, the investment options also may be available through participation in certain qualified pension or retirement plans. The portfolios' investment advisers and managers (i.e. subadvisers) may manage publicly traded mutual funds with similar names and investment objectives. However, the portfolios are not directly related to any publicly traded mutual fund. You should not compare the performance of any investment option described in this prospectus with the performance of a publicly traded mutual fund. The performance of any publicly traded mutual fund could differ substantially from that of any of the investment options of our Separate Account.

The portfolios available under the policies are as described in the following table:

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Portfolio	Portfolio Manager	Investment Objective
500 Index B	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To approximate the aggregate total return of a broad-based U.S. domestic equity market index.
Active Bond	Declaration Management & Research LLC; and John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
All Cap Core	QS Investors, LLC	To seek to provide long-term growth of capital.
Alpha Opportunities	Wellington Management Company, LLP	To seek to provide long-term total return.
American Asset Allocation	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide high total return (including income and capital gains) consistent with preservation of capital over the long-term.
American Global Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital.
American Growth–Income	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital and income.
American International	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American New World	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term capital appreciation.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is a secondary objective.
Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
Capital Appreciation	Jennison Associates LLC	To seek to provide long-term growth of capital.
Capital Appreciation Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
Core Bond	Wells Capital Management, Incorporated	To seek to provide total return consisting of income and capital appreciation.
Core Strategy	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital. Current income is also a consideration.
Emerging Markets Value	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
Equity-Income	T. Rowe Price Associates, Inc.	To seek to provide substantial dividend income and also long-term growth of capital.
Financial Industries	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide growth of capital.
Franklin Templeton Founding Allocation	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.
Fundamental All Cap Core	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.

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Portfolio	Portfolio Manager	Investment Objective
Fundamental Large Cap Value	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term capital appreciation.
Global	Templeton Global Advisors Limited	To seek to provide long-term capital appreciation.
Global Bond	Pacific Investment Management Company LLC	To seek to provide maximum total return, consistent with preservation of capital and prudent investment management.
Health Sciences	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
High Yield	Western Asset Management Company	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.
International Core	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide high total return.
International Equity Index B	SSgA Funds Management, Inc.	To seek to track the performance of a broad-based equity index of foreign companies primarily in developed countries and, to a lesser extent, in emerging markets.
International Growth Stock	Invesco Advisers, Inc.	To seek to provide long-term growth of capital.
International Small Company	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
International Value	Templeton Investment Counsel, LLC	To seek to provide long-term growth of capital.
Investment Quality Bond	Wellington Management Company, LLP	To seek to provide a high level of current income consistent with the maintenance of principal and liquidity.
Lifestyle Aggressive MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Balanced MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide growth of capital and current income while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Conservative MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Growth MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Moderate MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Mid Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a medium-capitalization U.S. domestic equity market index.
Mid Cap Stock	Wellington Management Company, LLP	To seek to provide long-term growth of capital.
Mid Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.

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Portfolio	Portfolio Manager	Investment Objective
Money Market	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to obtain maximum current income consistent with preservation of principal and liquidity. Certain market conditions may cause the return of the portfolio to become low or possibly negative.
PIMCO VIT All Asset (a series of PIMCO Variable Insurance Trust) (only Class M is available)	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Real Estate Securities	Deutsche Investment Management Americas Inc.	To seek to provide a combination of long-term capital appreciation and current income.
Real Return Bond	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Science & Technology	T. Rowe Price Associates, Inc.; and Allianz Global Investors U.S. LLC	To seek to provide long-term growth of capital. Current income is incidental to the portfolio’s objective.
Short Term Government Income	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with preservation of capital. Maintaining a stable share price is a secondary goal.
Small Cap Growth	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a small-capitalization U.S. domestic equity market index.
Small Cap Opportunities	Dimensional Fund Advisors LP; and Invesco Advisers, Inc.	To seek to provide long-term capital appreciation.
Small Cap Value	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Company Value	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital.
Strategic Income Opportunities	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income.
Total Stock Market Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a broad U.S. domestic equity market index.
Ultra Short Term Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with the maintenance of liquidity and the preservation of capital.
U.S. Equity	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide long-term capital appreciation.
Utilities	Massachusetts Financial Services Company	To seek to provide capital growth and current income (income above that available from the portfolio invested entirely in equity securities).
Value	Invesco Advisers, Inc.	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.

POLICY SUMMARY

General

The policy is a flexible premium variable universal life insurance policy. This summary provides a general description of the important features of the policy. It is not comprehensive and is qualified in its entirety by the more detailed information contained in this prospectus. Unless otherwise stated or implied by the context, the discussions in this prospectus assume that the policy has not gone into default, there is no outstanding Policy Debt and the death benefit is not determined by the Minimum Death Benefit percentage. The policy’s provisions may vary in some states. The terms of the policy and any endorsements or riders will supersede the disclosure in this prospectus.

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Death Benefits

The policy provides a death benefit in the event of the death of the Life Insured while the policy is in force. The basic death benefit amount is the Face Amount, which is provided for the lifetime of the Life Insured with no maturity or expiration date. There may be other amounts added to the death benefit as described below.

Flexible Term Insurance Option. You may add a flexible term insurance option rider (the “FTIO Rider”) to the policy to provide additional term life insurance coverage on the Life Insured. Cost of insurance rates are less than or equal to those of the policy and no Sales Loads or surrender charge will apply. However, unlike the Face Amount of the policy, the FTIO Rider will terminate at the Life Insured’s Attained Age 100. The FTIO Rider also offers the flexibility to schedule varying death benefit amounts on future dates (the “Scheduled Death Benefits”).

Death Benefit Options. There are two death benefit Options. Option 1 provides a death benefit equal to the Face Amount of the policy and the Scheduled Death Benefits of the FTIO Rider or, if greater, the Minimum Death Benefit. Option 2 provides a death benefit equal to the Face Amount and the Scheduled Death Benefits, plus the Policy Value or, if greater, the Minimum Death Benefit. You may change the death benefit Option and increase or decrease the Face Amount and Scheduled Death Benefits.

Age 100 Advantage. If the Life Insured is alive on the Policy Anniversary when the Life Insured reaches Attained Age 100, the policy will continue in force subject to the following unless the policy owner chooses to surrender the policy for its Net Cash Surrender Value:

•	the policy will be continued until the earlier of the death of the Life Insured or the date the policy owner surrenders the policy;
•	no additional premium payments will be accepted although loan repayments will be accepted;
•	no additional charges or deductions (described under “Charges and Deductions”) will be assessed;
•	interest on any Policy Debt will continue to accrue;
•	the policy owner may continue to transfer portions of the Policy Value among the Investment Accounts and the Fixed Accounts as described in this prospectus.

Premiums

Premium payments may be made at any time prior to Attained Age 100 and in any amount, subject to certain limitations (see “Premium Payments—Premium Limitations”). Net Premiums will be allocated to one or more of the Fixed Account and the sub-accounts of the Separate Account. You may change allocations and make transfers among the accounts subject to limitations described below.

Policy Value

The Policy Value is the accumulation of premiums paid, less charges and deductions we take for expenses and cost of insurance, plus or minus the investment returns of the accounts to which the Policy Value has been allocated. You may obtain a portion of the Policy Value by taking a policy loan or a partial withdrawal or by full surrender of the policy.

Policy Loans

You may borrow against the Net Cash Surrender Value of the policy. Loan interest will accrue daily and be payable in arrears on each Policy Anniversary. The Policy Debt will be deducted from amounts payable at the Life Insured’s death or upon surrender.

Surrender and Partial Withdrawals

You may make a partial withdrawal of Policy Value. It may result in a decrease in the Face Amount and Scheduled Death Benefits and assessment of a portion of the surrender charge. You may surrender the policy for its Net Cash Surrender Value at any time.

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Lapse and Reinstatement

A policy will lapse and terminate without value when the Net Cash Surrender Value is insufficient to pay the next monthly deduction and a grace period of 61 days expires without an adequate premium payment from you. You may reinstate a lapsed policy within five years following lapse if the policy was not surrendered for its Net Cash Surrender Value. Evidence of insurability is required, along with a premium payment described under “Reinstatement.”

The policy differs in two important ways from a conventional life insurance policy. First, failure to make planned premium payments will not itself cause the policy to lapse. Second, the policy can lapse even if planned premiums have been paid.

Charges and Deductions

We assess charges and deductions in connection with the policy, in the form of monthly deductions for the cost of insurance and administrative expenses, charges assessed daily against amounts in the Investment Accounts and loads deducted from premiums paid.

For more information, please refer to the prospectus for the underlying portfolio.

Sales Load or Surrender Charge. You may choose Coverage Amounts with one of two alternative charge structures representing different ways to cover a portion of our marketing and distribution costs. Generally, policy benefits will be approximately equal in present value under either alternative. However, there is no guarantee each alternative will perform the same in all circumstances. Therefore, you should obtain individualized illustrations for both charge structures.

Sales Load coverage features a load deducted immediately from premiums paid and no surrender charge. Surrender Charge coverage features no added sales load with surrender charges assessed upon early surrender, lapse, partial withdrawal or coverage decrease. Current cost of insurance charges in early years are higher for Surrender Charge coverage.

Reduction in Charges and Enhancement of Surrender Values. The policy is designed for employers and other sponsoring organizations that may purchases multiple policies as a Case. The size or nature of the Case may result in expected savings of sales, underwriting, administrative or other costs. If so, we may offer reductions of policy charges and enhancements of surrender value. We may change the nature and amount of reductions and enhancements available from time to time. They will be determined in a way that is not unfairly discriminatory to policyholders.

Investment Options and Investment Subadvisers

You may allocate Net Premiums to the Fixed Account or to one or more of the sub-accounts of the Separate Account. Each of the sub-accounts invests in the shares of one of the portfolios described in the Table of Investment Options and Investment Subadvisers.

The portfolios also employ subadvisers. The Table of Investment Options and Investment Subadvisers shows the subadvisers that provide investment subadvisory services to the indicated portfolios.

Allocating Net Premiums only to one or a small number of the investment options (other than the Lifestyle Trusts) should not be considered a balanced investment strategy. In particular, allocating Net Premiums to a small number of investment options that concentrate their investments in a particular business or market sector will increase the risk that the value of your policy will be more volatile since these investment options may react similarly to business or market specific events. Examples of business or market sectors where this risk historically has been and may continue to be particularly high include: (a) technology related businesses, including internet related businesses, (b) small cap securities and ^© foreign securities. The Company does not provide advice regarding appropriate investment allocations. Please discuss this matter with your financial adviser.

Description of John Hancock (USA)

We are a stock life insurance company incorporated in Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. We are a licensed life insurance company in the District of Columbia and all states of the United States except New York. Our ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of John Hancock USA and its

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subsidiaries. However, neither John Hancock USA nor any of its affiliated companies guarantees the investment performance of the Separate Account.

We are ranked and rated by independent financial rating services, which may include Moody's, Standard & Poor's, Fitch and A.M. Best. The purpose of these ratings is to reflect the financial strength or claims-paying ability of the company, but they do not specifically relate to its products, the performance (return) of these products, the value of any investment in these products upon withdrawal or to individual securities held in any portfolio. These ratings do not apply to the safety and performance of the Separate Account.

Description of Separate Account N

The investment accounts shown on page 1 are in fact subaccounts of the John Hancock Life Insurance Company (U.S.A.) Separate Account N, a separate account operated by us under Michigan law. The Separate Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the 1940 Act. Such registration does not involve supervision by the SEC of the management of the Separate Account or of us.

The Separate Account’s assets are our property. Each policy provides that amounts we hold in the Separate Account pursuant to the policies cannot be reached by any other persons who may have claims against us and can’t be used to pay any indebtedness of John Hancock USA other than those arising out of policies that use the Separate Account. Income, gains and losses credited to, or charged against, the Separate Account reflect the Separate Account's own investment experience and not the investment experience of John Hancock USA's other assets. John Hancock USA is obligated to pay all amounts promised to policy owners under the policies.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

ISSUING A POLICY

Use of the Policy

The policy is designed to provide employers or other organizations with life insurance coverage on employees or other individuals in whose lives they have an insurable interest. The policy may be owned by an individual or a corporation, trust, association, or similar entity. The policy may be used for such purposes as funding non-qualified executive deferred compensation or salary continuation liabilities or death benefit liabilities of executive retirement plans, or as a source for funding cash flow obligations under such plans.

Requirements

To purchase a policy, an applicant must submit a completed application. A policy will not be issued until the underwriting process is completed to our satisfaction and we approve issuance of the policy.

Policies may be issued on a basis that does not distinguish between the Life Insured’s sex and/or smoking status, with prior approval from us. A policy will only be issued on the lives of insureds from Issue Ages 20 through 80. Each policy has a Policy Date, an Effective Date and an Issue Date. The Policy Date is the date from which the first monthly deductions are calculated and from which Policy Years, Policy Months and Policy Anniversaries are measured. The Policy Date is also the effective date of the initial Coverage Amount. The Policy Date is the same date as the Effective Date unless the policy is backdated (see “Backdating a Policy”). The Effective Date is the date we become obligated under the policy and when the first monthly deductions are taken. It is the later of the date we approve issuance of the policy and the date we receive at least the Minimum Initial Premium. The Issue Date is the date from which the Suicide and Incontestability provisions of the policy are measured.

If we approve issuance of a policy before we receive the Minimum Initial Premium then the Effective Date will be later than the Issue Date. The Minimum Initial Premium must be received by us within 60 days after the Issue Date and the Life Insured must be in good health on the Effective Date. If the Minimum Initial Premium is not paid or if the application is rejected, the policy will be canceled and any premiums paid will be returned to the applicant.

Net Premiums received prior to the Effective Date will be credited with interest at the rate of return earned on amounts allocated to the Money Market portfolio. On the Effective Date, Net Premiums received plus any interest credited will be

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allocated to Investment Accounts and the Fixed Account according to your instructions, unless first allocated to the Money Market Trust for the duration of the right to examine period (see “Right to Examine the Policy”).

Minimum Face Amount and Scheduled Death Benefit. The minimum Face Amount is $50,000 unless the FTIO Rider is added to the policy. With an FTIO Rider, the minimum Face Amount is $25,000 and the minimum Scheduled Death Benefit is $50,000 at all times.

Backdating a Policy. You may request that we backdate the policy by assigning a Policy Date earlier than the date the application is signed. We will not backdate the policy to a date earlier than that allowed by state law, which is generally three months to one year prior to the date of application for the policy. Monthly deductions will be made for the period the Policy Date is backdated.

Temporary Insurance Agreement

Temporary insurance coverage may be provided under the terms of a Temporary Insurance Agreement, subject to our underwriting practices. Generally, temporary life insurance may not exceed $1,000,000 and may not be in effect for more than 90 days. It is issued on a conditional receipt basis, which means that benefits would only be paid if the Life Insured met our usual and customary underwriting standards for the coverage applied for.

Underwriting

The policies are offered on three underwriting classes that require different types and amounts of information from the applicant and prospective Life Insured. Current cost of insurance charges in early Policy Years will vary by the type of underwriting and charges will generally be lower where underwriting information is more extensive. Under any of the underwriting bases, the acceptance of an application is subject to our underwriting rules and we may request additional information or reject an application for any reason.

Short Form Underwriting. The proposed Life Insured must answer qualifying questions in the application but is not required to provide detailed medical history, submit records or undergo examinations or tests unless requested to do so by us. Availability of Short Form underwriting depends on characteristics of the Case, such as the number of lives to be insured, the amounts of insurance and other factors, and it is generally available only up to Issue Age 65.

Simplified Underwriting. The proposed Life Insured must satisfactorily answer certain health questions in the application and may be required to submit existing medical records, but requirements to undergo examinations and tests are minimized. Availability of Simplified underwriting and the nature of the requirements will depend on characteristics of the Case and the proposed lives to be insured.

Regular (Medical) Underwriting. Where Short Form or Simplified underwriting is unavailable we require satisfactory evidence of insurability under our regular underwriting guidelines for individual applicants. This may include medical exams and other information. A proposed Life Insured who fails to qualify for a standard risk classification may be eligible to be insured with an additional substandard rating.

Right to Examine the Policy

A policy may be returned for a refund within 10 days after you receive it. Some states provide a longer period of time for this right, which will be stated in the policy if applicable. The policy can be mailed or delivered to the John Hancock USA agent who sold it or to the Service Office. Immediately upon such delivery or mailing, the policy shall be deemed void from the beginning. Within seven days after receipt of the returned policy at the Service Office we will refund an amount equal to the value of amounts in the Investment Accounts and the Fixed Account on the date we receive the returned policy, plus all charges deducted prior to that date, not including fees and expenses of the portfolios, minus any partial withdrawals and policy loans.

Some state laws require the refund of premiums paid without adjustment for investment gains and losses of the Separate Account. In these states, all Net Premiums will be allocated to the Money Market Trust during the right to examine period and the refund amount will be equal to all premiums received less any partial withdrawals and policy loans.

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If you request a Face Amount increase that results in new surrender charge or sales loads, you will have the same rights described above to cancel the increase. If canceled, the premiums paid during this right to examine period will be refunded, and the Policy Value and surrender charge or sales loads will be recalculated to be as they would have been had the premiums not been paid.

We reserve the right to delay the refund of any premium paid by check until the check has cleared.

(Applicable to Residents of California Only)

Residents in California age 60 and greater may return the policy for a refund at any time within 30 days after receiving it. The policy can be mailed or delivered to the Company’s agent who sold it or to the Service Office. If you cancel the policy during this 30 day period and your premiums were allocated to a Fixed Account or the Money-Market investment option, we will refund you the amount of all premiums paid. If your premiums were allocated to one or more of the Investment Accounts (other than the Money Market portfolio), we will refund you the value of amounts in the Investment Accounts and the Fixed Account on the date we receive the returned policy plus all charges deducted prior to that date, not including fees and expenses of the portfolios; minus any partial withdrawals and policy loans.

Your premiums will be placed in either (a) the Fixed Account, (b) the Money Market investment option or ^© in one or more of the Investment Accounts, based upon your instructions. If no instructions are given, your premiums will be placed in the Money Market investment option.

Life Insurance Qualification

A policy must satisfy either of two tests to qualify as a life insurance contract as defined in Section 7702 of the Internal Revenue Code of 1986, as amended (the “Code”). At the time of application, you must choose either the Cash Value Accumulation Test (“CVA Test”) or the Guideline Premium Test (“GP Test”) and the test cannot be changed once the policy is issued.

Cash Value Accumulation Test. The CVA Test requires the death benefit at any time to be at least a certain ratio of the Policy Value, based on prescribed calculations. The Minimum Death Benefit provision described below will ensure that the CVA Test is met. There is no restriction on the amount of premiums you may pay, but we will require you to provide satisfactory evidence of insurability before we accept an amount of premium that would increase the death benefit by more than the increase in Policy Value.

Guideline Premium Test. The GP Test limits the amount of premiums you may pay into the policy, given its death benefit, based on prescribed calculations. In addition, the GP Test requires the death benefit at any time to be at least a prescribed ratio of the Policy Value. These prescribed multiples are generally lower than those calculated under the CVA Test. The Minimum Death Benefit provision described below will ensure that this second requirement is met.

Changes to the policy or FTIO Rider, such as changes in Face Amount, Scheduled Death Benefit, death benefit Option or partial withdrawals, may affect the premium limits under the GP Test. Some changes will reduce future premium limits and may cause premiums already paid to exceed the new limits and force you to make a partial withdrawal.

DEATH BENEFITS

If the policy is in force at the time of the Life Insured’s death we will pay an insurance benefit to the beneficiary. The policy may remain in force for the Life Insured’s entire lifetime and there is no specified maturity or expiration date.

Insurance benefits are only payable when we receive due proof of death at the Service Office, in the form of either a certified copy of the death certificate, a certified copy of a decree of a court of competent jurisdiction as to the finding of death or other proof satisfactory to us.

The amount of the insurance benefit payable will be the death benefit on the date of death, as described below, less any Policy Debt and outstanding monthly deductions on the date of death. The insurance benefit will be paid in one lump sum unless another form of settlement is agreed to by the beneficiary and us. If the insurance benefit is paid in one sum, we will pay interest from the date of death to the date of payment. If the Life Insured should die after our receipt of a request for surrender, no insurance benefit will be payable, and we will pay only the Net Cash Surrender Value.

Minimum Death Benefit. Both the CVA Test and the GP Test require the death benefit to be at least a prescribed ratio of the Policy Value at all times. The Policy’s Minimum Death Benefit ensures that these requirements are met by providing that

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the death benefit shall be at least equal to the Policy Value multiplied by the applicable Minimum Death Benefit Percentage for the Attained Age of the Life Insured. Tables of Minimum Death Benefit Percentages appear below.

Table of Minimum Death Benefit Percentages.

Age	GP Test Percent	Male	CVA Test Female	Unisex
20	250%	653%	779%	67.4%
21	250%	634%	754%	654%
22	250%	615%	730%	635%
23	250%	597%	706%	616%
24	250%	580%	684%	598%
25	250%	562%	662%	579%
26	250%	545%	640%	561%
27	250%	528%	619%	544%
28	250%	511%	599%	526%
29	250%	494%	580%	509%
30	250%	479%	561%	493%
31	250%	463%	542%	477%
32	250%	448%	525%	461%
33	250%	433%	507%	446%
34	250%	419%	491%	432%
35	250%	406%	475%	418%
36	250%	392%	459%	404%
37	250%	380%	444%	391%
38	250%	367%	430%	378%
39	250%	356%	416%	366%
40	250%	344%	403%	355%
41	243%	333%	390%	343%
42	236%	323%	378%	333%
43	229%	313%	366%	322%
44	222%	303%	355%	312%
45	215%	294%	344%	303%
46	209%	285%	333%	294%
47	203%	277%	323%	285%
48	197%	268%	313%	276%
49	191%	260%	304%	268%
50	185%	253%	295%	260%
51	178%	245%	286%	253%
52	171%	238%	278%	245%
53	164%	232%	270%	238%
54	157%	225%	262%	232%
55	150%	219%	254%	225%
56	146%	213%	247%	219%
57	142%	207%	240%	213%
58	138%	202%	233%	208%
59	134%	197%	227%	202%
100%

Age	GP Test Percent	Male	CVA Test Female	Unisex
60	130%	192%	221%	197%
61	128%	187%	214%	192%
62	126%	182%	208%	187%
63	124%	178%	203%	183%
64	122%	174%	197%	178%
65	120%	170%	192%	174%
66	119%	166%	187%	170%
67	118%	162%	182%	166%
68	117%	159%	177%	162%
69	116%	155%	173%	159%
70	115%	152%	169%	156%
71	113%	149%	164%	152%
72	111%	146%	160%	149%
73	109%	144%	156%	146%
74	107%	141%	153%	144%
75	105%	139%	149%	141%
76	105%	136%	146%	139%
77	105%	134%	143%	136%
78	105%	132%	140%	134%
79	105%	130%	138%	132%
80	105%	129%	135%	130%
81	105%	127%	133%	128%
82	105%	125%	130%	127%
83	105%	124%	128%	125%
84	105%	122%	126%	123%
85	105%	121%	124%	122%
86	105%	120%	123%	121%
87	105%	119%	121%	119%
88	105%	118%	119%	118%
89	105%	116%	118%	117%
90	105%	116%	117%	116%
91	104%	115%	115%	115%
92	103%	114%	114%	114%
93	102%	112%	113%	113%
94	101%	111%	112%	111%
95	100%	110%	110%	110%
96	100%	109%	109%	109%
97	100%	107%	107%	107%
98	100%	106%	106%	106%
99	100%	105%	105%	105%
100+	100%	100%	100%	100%

Flexible Term Insurance Option Rider

You may add the FTIO Rider to the policy to provide additional death benefit coverage on the Life Insured. The FTIO Rider provides flexible term life insurance to Attained Age 100 with cost of insurance charges less than or equal to those of the policy. The Rider will terminate at the earlier of Attained Age 100, the date the policy lapses or is surrendered, and your request to cancel the FTIO Rider.

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You may schedule the death benefit amounts that will apply at specified times (the “Scheduled Death Benefits”). Scheduled Death Benefits may be constant or varying from time to time. The Death Benefit Schedule will be shown in the policy.

The Term Insurance Benefit of the FTIO Rider is equal to (a) minus (b) but not less than zero where:

(a) the Scheduled Death Benefit for the Policy Month, and

(b) the Face Amount of the policy or, if greater, the policy’s Minimum Death Benefit

Even if the Term Insurance Benefit may be zero in a Policy Month, the Rider will not terminate.

Example. A policy is purchased for an executive as part of an employee benefit plan. The death benefit provided by the policy is to be equal to the executive’s salary of $100,000 increasing at 5% per year through age 64. Assuming the executive is currently 55, the policy will be issued with a death benefit Schedule as follows:

Policy Year	Scheduled Death Benefit
1	100,000
2	105,000
3	110,250
4	115,763
5	121,551
6	127,628
7	134,010
8	140,710
9	147,746
10+	155,133

The FTIO Rider amount will change each year as necessary to provide the benefits shown in the schedule, as follows:

Policy Year	Total Death Benefit	Face Amount	Flexible Term Insurance Amount
1	100,000	100000	0
2	105,000	100000	5,000
3	110,250	100000	10,250
4	115,763	100000	15,763
5	121,551	100000	21,551
6	127,628	100000	27,628
7	134,010	100000	34,010
8	140,710	100000	40,710
9	147,746	100000	47,746
10	155,133	100000	55,133

Death Benefit Options

You may choose either of two death benefit Options:

Death Benefit Option 1. The death benefit on any date is the Face Amount of the policy or, if greater, the Minimum Death Benefit, plus the Term Insurance Benefit of the FTIO Rider.

Death Benefit Option 2. The death benefit on any date is the Face Amount plus the Policy Value or, if greater, the Minimum Death Benefit, plus the Term Insurance Benefit of the FTIO Rider.

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Changing the Death Benefit Option

You may change the death benefit Option at any time. The change will take effect at the beginning of the next Policy Month that is at least 30 days after your written request is received at the Service Office. We reserve the right to limit changes that could cause the policy to fail to qualify as life insurance for tax purposes.

A change in the death benefit Option will result in a change in the Face Amount and Scheduled Death Benefits to avoid any change in the amount of death benefit, as follows:

•	Change from Option 1 to Option 2. The new Face Amount will be the Face Amount prior to the change less the Policy Value on the date of the change.
•	The Scheduled Death benefit amounts for dates on or after the date of the change will be the amounts scheduled prior to the change less the Policy Value on the date of the change.
•	Coverage Amounts will be reduced or eliminated in the order that they are listed in the policy until the total decrease in Coverage Amounts equals the decrease in Face Amount.
•	surrender charge will not be assessed for reductions that are solely due to a change in the death benefit Option.

Example. A policy is issued with a Face amount of $100,000, death benefit Option 1, and the following schedule:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

The death benefit Option is changed to Option 2 at the beginning of Policy Year 3. If the Policy Value at the time of the change is $10,000, then the Face Amount after the change will be $90,000 (the Face Amount prior to the change less the Policy Value) and the Death Benefit Schedule after the change will become:

Policy Year	Scheduled Death Benefit
3	140,000
4	165,000
5+	190,000

Change from Option 2 to Option 1. The new Face Amount will be the Face Amount prior to the change plus the Policy Value on the date of the change (but the new Face Amount will be no greater than the Scheduled Death Benefit on the date of the change.)

The resulting Face Amount increase will be added to the first Coverage Amount listed in the policy.

The Annual Premium Target for this Coverage Amount will not be increased and new surrender charge or Sales Loads will not apply, however, for an increase solely due to a change in the death benefit Option.

Example. A policy is issued with a Face amount of $100,000, death benefit Option 2, and the following schedule:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

The death benefit Option is changed to Option 1 at the beginning of Policy Year 3. If the Policy Value at the time of the change is $10,000, then the Face Amount after the change will be $110,000 (the Face Amount prior to the change plus the Policy Value), and the Death Benefit Schedule after the change will become:

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Policy Year	Scheduled Death Benefit
3	160,000
4	185,000
5+	210,000

Changing the Face Amount and Scheduled Death Benefits

•	At any time, you may request an increase or decrease to the Face Amount or any Scheduled Death Benefits effective on or after the date of change. We reserve the right to limit changes that could cause the policy to fail to qualify as life insurance for tax purposes.
•	Increases in Face Amount and Scheduled Death Benefits. Increases in Face Amount and Scheduled Death Benefits are subject to the following conditions:
•	Increases in Face Amount and Scheduled Death Benefits will require satisfactory evidence of the Life Insured’s insurability.
•	Increases will take effect at the beginning of the next Policy Month after we approve the request.
•	We may refuse a requested increase that would not meet our requirements for new policy issues at the time due to the Life Insured’s Attained Age or other factors.
•	If the Face Amount is increased (other than as required by a death benefit Option change) then all Scheduled Death Benefits effective on or after the date of the change will be increased by the amount of the Face Amount increase.

New Surrender Charges or Sales Loads for a Face Amount Increase. Coverage Amounts equal to the amount of the increase will be added to the policy as follows:

•	First, Coverage Amounts that were reduced or eliminated by a prior Face Amount decrease will be restored.
•	Second, if needed, a new Coverage Amount will be added to the policy with an Annual Premium Target and new surrender charge or Sales Loads. Any new Coverage Amount will be based on the Life Insured’s Attained Age and other relevant factors on the effective date of the increase.

Premiums paid on or after the increase may be attributed to the new Coverage Amount and result in surrender charge or Sales Loads (see “Charges and Deductions — Attribution of Premiums”).

Decreases in Face Amount and Scheduled Death Benefits. Decreases in Face Amount and Scheduled Death Benefits are subject to the following conditions:

•	Decreases in Face Amount and Scheduled Death Benefits will take effect at the beginning of the next policy Month which is at least 30 days after your written request is received at the Service Office.
•	If the Face Amount is decreased then all Scheduled Death Benefits effective on or after the date of the change will be decreased by the same amount.
•	If at any time the Scheduled Death Benefit decreases to less than the Face Amount, the Face Amount will be decreased to be equal to the Scheduled Death Benefit at that time.
•	Coverage Amounts equal to the amount of the Face Amount decrease will be reduced or eliminated in the reverse order that they are listed in the policy. surrender charge may be assessed (see “Charges and Deductions — Sales Load or Surrender Charge”).

Decreases in Face Amount under Death Benefit Option 1 due to a Partial Withdrawal. If death benefit Option 1 is in effect when a partial withdrawal is made, the Face Amount will be decreased by an amount equal to (a) minus (b) but not less than zero, where:

(a)  is the partial withdrawal amount plus any applicable Surrender Charge and

(b)  is the excess, if any, of the policy’s Minimum Death Benefit over its Face Amount, immediately prior to the partial withdrawal.

Decreases in Face Amount under death benefit Option 1 due to a Partial Withdrawal are subject to the following conditions:

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•	Coverage Amounts equal to the amount of the Face Amount decrease will be reduced or eliminated in the reverse order that they are listed in the policy.
•	All Scheduled Death Benefits effective on or after the date of the partial withdrawal will be decreased by the amount of the Face Amount decrease, unless you request otherwise and we approve.
•	A Face Amount decrease due to a partial withdrawal will not incur any Surrender Charge in addition to that applicable to the partial withdrawal (see “Charges and Deductions — Sales Load or Surrender Charge”).

Example for Face Increases and Decreases. A policy is issued with a Face Amount of $100,000, death benefit Option 1, and a Death Benefit Schedule as follows:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

Assume the following policy activity:

Activity	Effect on Policy	Change in Benefit Schedule
In Policy Year 2, the Face Amount is reduced to $80,000.	The initial Coverage amount is reduced to $80,000.	Policy Year	Scheduled Death Benefit
		2	105,000
		3	130,000
		4	155,000
		5+	180,000
In Policy Year 3, the Face Amount is increased to $120,000	The initial Coverage Amount (which earlier was reduced to $80,000) is restored to its original level of $100,000. A new Coverage Amount for $20,000 is added to the policy. This new coverage amount will have its own Annual Premium Target, and if applicable, its own Sales Load or surrender charge. A portion of the future premiums paid will be attributed to this Coverage Amount to determine the amount of the Sales Load or Surrender Charge.	Policy Year	Scheduled Death Benefit
		3	170,000
		4	195,000
		5+	220,000
In Policy Year 4, a Partial Withdrawal of $30,000 is made.	The Face Amount is reduced to $90,000. The most recent Coverage Amount of $20,000 is reduced to $0, and the initial Coverage Amount is reduced to $90,000.	Policy Year	Scheduled Death Benefit
		4	165,000
		5	190,000

Factors that Affect the Death Benefit. In the case of death benefit Option 2 where the death benefit is the Face Amount plus the Policy Value, changes in the Policy Value will affect the amount of death benefit. Factors that affect the Policy Value

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are the investment performance of the variable investment options chosen and the charges deducted. For a discussion of how these factors affect Policy Value see the “Risks/Benefits Summary.” These factors do not affect the Face Amount of the policy. Therefore, the amount of death benefit under Option 1 will not be less than the Face Amount as long as the policy does not lapse.

PREMIUM PAYMENTS

Initial Premiums

No premiums will be accepted prior to receipt of a completed application by us. All premiums received prior to the Effective Date of the policy will be held in the general account and credited with interest from the date of receipt at the rate of return earned on amounts allocated to the Money Market Trust.

On the Effective Date, the Net Premiums paid plus interest credited will be allocated among the Investment Accounts or the Fixed Account in accordance with your instructions, unless first allocated to the Money Market Trust for the duration of the right to examine period (see “Right to Examine the Policy”).

Subsequent Premiums

After the payment of the initial premium, premiums may be paid at any time during the lifetime of the Life Insured prior to Attained Age 100 and in any amount subject to the premium limitations described below. A policy will be issued with a planned premium, which is based on the amount of premium you wish to pay. We will send you notices of your planned premium at the payment interval you select. However, you are under no obligation to make the planned premium payment.

Payment of premiums will not guarantee that the policy will stay in force and failure to pay premiums will not necessarily cause the policy to lapse. The policy will remain in force so long as the Net Cash Surrender Value is sufficient to cover policy charges.

Premium Limitations

If the policy is issued under the GP Test, the total of all premiums paid may not exceed the then-current maximum premium limitations established by federal income tax law for the policy to qualify as life insurance. The GP Test premium limits are stated in the policy. If a premium is received which would result in total premiums exceeding the applicable GP Test limit, we will only accept that portion of the premium that will not exceed the limit. Any premium in excess of that amount will be returned.

If the policy is issued under the CVA Test, there is no restriction on the amount of premiums that may be paid into a policy, but you must provide satisfactory evidence of insurability before we accept any premium that would increase the death benefit by an amount greater than the increase in Policy Value.

Premium Allocation

You may allocate premiums to the Fixed Account and Investment Accounts. Allocations may be made as percentages that are between zero and 100% that sum to exactly 100%. Alternatively, you may allocate a premium in dollar amounts that sum to exactly the Net Premium amount. You may change premium allocations at any time and the change will take effect on the date a request for change satisfactory to us is received at the Service Office.

CHARGES AND DEDUCTIONS

Premium Load

We will deduct a Premium Load as a percentage of each premium payment that is guaranteed never to exceed 2.0%. Currently, we waive this load in Policy Years 11 and later and charge 0%.

The charge is intended to cover a portion of the aggregate amount of various taxes and fees we pay to federal, state and local governments. It is not based on the actual premium tax rate of your state of residence or any other specific tax.

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Sales Load or Surrender Charge

Each Coverage Amount listed in the policy is designated as having either a Sales Load or Surrender Charge. One or the other of these charges will apply to a Coverage Amount, but not both. This designation cannot be changed after a Coverage Amount is effective and, currently, the same alternative must apply to all Coverage Amounts.

Generally, policy benefits will be approximately equal in present value under either alternative. However, there is no guarantee each alternative will perform the same in all circumstances. Therefore, you should obtain individualized illustrations for both charge structures. Current cost of insurance rates in early Policy Years will be higher for the Surrender Charge alternative.

The Sales Load or Surrender Charge is intended to cover a portion of our costs of marketing and distributing the policies.

Attribution of Premiums. An Annual Premium Target is associated with each Coverage Amount. Annual Premium Targets are based on the Coverage Amount and the Life Insured’s Attained Age, sex and smoking status on the effective date of the Coverage Amount. The Annual Premium Targets are listed with the Coverage Amounts in the policy.

Premium payments will be attributed to Coverage Amounts that have been in effect for less than 5 years. Attribution will begin with the first applicable Coverage Amount that is listed in the policy. The sum of all premium amounts attributed to a Coverage Amount in a Coverage Year is limited to the Annual Premium Target shown in the policy. Premium amounts that exceed the Annual Premium Target will be attributed to the next listed Coverage Amount, up to its own Annual Premium Target. Attribution will continue in this manner until either the entire premium is attributed to Coverage Amounts or the Annual Premium Target is exceeded for all applicable Coverage Amounts.

Sales Load. We deduct a Sales Load from all premium amounts attributed to a Coverage Amount designated as having a Sales Load. The Sales Load is a percentage of premiums guaranteed never to exceed the percentages below.

Currently we are charging these percentages.

Coverage Year	Percentage	Coverage Year	Percentage
1	8%	4	2%
2	6%	5	1%
3	3%	6+	0%

Surrender Charge. We will deduct a Surrender Charge from the Net Policy Value upon elimination or reduction of a Coverage Amount designated as having a Surrender Charge during the first 9 Coverage Years. Coverage Amounts may be eliminated or reduced and a Surrender Charge assessed due to:

•	surrender of the policy for its Net Cash Surrender Value,
•	a partial withdrawal which exceeds the Free Partial Withdrawal Amount,
•	a Face Amount decrease that is not solely due to a death benefit Option change, or
•	lapse of the policy.

The Surrender Charge for an applicable Coverage Amount is a percentage of the sum of all premiums attributed to it since its effective date. Surrender Charge percentages are guaranteed never to exceed those below. Currently, we are charging these percentages:

Coverage Year	Percentage	Coverage Year	Percentage
1	5.0%	6	1.5%
2	4.0%	7	1.0%
3	3.0%	8	1.0%
4	2.5%	9	0.5%
5	2.0%	10+	0.0%

Although the Surrender Charge percentages remain level or decrease as the Coverage Year increases, the total dollar amount of surrender charge may increase, as the total premium paid increases. Premiums paid in any Coverage Year in excess of the Annual Premium Target and premiums paid after the fifth Coverage Year may not add to the Surrender Charge, so the timing of premium payments may affect the amount of the Surrender Charge.

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Depending upon circumstances such as premiums paid and performance of the underlying investment options, there may be a Policy Value but no Cash Surrender Value available due to the existence of the Surrender Charge.

Unless otherwise allowed by us and specified by you, surrender charge will be allocated among the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each Account bears to the Net Policy Value.

Surrender Charges on a Partial Withdrawal. We will assess a portion of the Surrender Charge if you take a partial withdrawal that exceeds the Free Withdrawal Amount. The Free Withdrawal Amount is 10% of the Net Cash Surrender Value at the time of the withdrawal less the amount of any partial withdrawals already taken in the same Policy Year.

The portion of the policy’s total Surrender Charge that will be assessed is the ratio of (a) to (b), where (a) is the amount being withdrawn in excess of the Free Withdrawal Amount and (b) is the Net Cash Surrender Value immediately prior to the withdrawal. The remaining surrender charge for all Coverage Amounts will be reduced in the same proportion that the Surrender Charge assessed bears to the policy’s total Surrender Charge immediately prior to the partial withdrawal.

Surrender Charges on a Face Amount Decrease. We will assess a portion of the Surrender Charge upon a Face Amount decrease that is not required due to a death benefit Option change or partial withdrawal. For each Coverage Amount that is reduced or eliminated as a result of the decrease, we will assess a portion of any applicable Surrender Charge. The proportion of the Surrender Charge that is assessed will be the ratio of amount by which the Coverage Amount is reduced to the Coverage Amount prior to reduction. The remaining surrender charge for affected Coverage Amounts will be reduced by the same ratio.

Monthly Deductions

On the Policy Date and at the beginning of each Policy Month prior to Attained Age 100, a deduction is due from the Net Policy Value to cover certain charges described below. Monthly deductions due prior to the policy’s Effective Date will be taken on the Effective Date. Unless otherwise allowed by us and specified by you, the monthly deduction will be allocated among the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each of the Investment Accounts and the Fixed Account bears to the Net Policy Value.

Administration Charge. Currently we deduct a charge of $12 per Policy Month, which is guaranteed never to be exceeded. This charge is intended to cover certain administrative expenses associated with the policy, including maintaining policy records, collecting premiums and processing death claims, surrender and withdrawal requests and various changes permitted under a policy.

Cost of Insurance Charge. A monthly charge for the cost of insurance is paid to the Company and is determined by multiplying a cost of insurance rate by the net amount at risk at the beginning of each Policy Month.

Death Benefit Option 1. The net amount at risk is equal to the greater of zero, or (a) minus (b), where

(a) is the applicable death benefit amount on the first day of the Policy Month, divided by 1.0024663; and

(b) is the Policy Value attributed to that death benefit amount on the first day of the Policy Month.

Death Benefit Option 2. The net amount at risk is equal to the Face Amount of insurance.

Cost of insurance rates and net amounts at risk are determined separately for each Coverage Amount and for the excess of the death benefit over the Face Amount (the Face Amount is the sum of the Coverage Amounts).

Attribution of Policy Value to Net Amounts at Risk. To determine the net amounts at risk, the Policy Value will be attributed to Coverage Amounts in the order listed in the policy. The amount of Policy Value attributed to a Coverage Amount will be limited to the amount that results in zero net amount at risk, and any excess Policy Value will then be attributed to the next listed Coverage Amount. Attribution will continue in this manner until either the entire Policy Value is attributed or the end of the list of Coverage Amounts is reached. Any remaining Policy Value will then be attributed to the excess of the death benefit over the Face Amount.

Current Cost of Insurance Rates. Cost of insurance rates are determined separately for each Coverage Amount and the excess of the death benefit over the Face Amount. There are different current cost of insurance rate bases for:

•	Coverage Amounts having Sales Loads,
•	Coverage Amounts having surrender charge, and
•	The excess of the death benefit over the Face Amount, including any Term Insurance Benefit under the FTIO Rider.

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The cost of insurance rate in a specific Policy Month for an applicable death benefit amount will depend on:

•	the cost of insurance rate basis for the applicable death benefit amount,
•	the Life Insured’s Attained Age, sex (unless unisex rates are required by law) and smoking status on the effective date of the applicable death benefit amount,
•	the underwriting class of the applicable death benefit amount,
•	the Coverage Year, or Policy Year for the excess of the death benefit over the Face Amount,
•	any extra charges for substandard ratings, as stated in the policy.

Since the net amount at risk for death benefit Option 1 is based on a formula that includes as factors the Policy Value, the net amount at risk is affected by the investment performance of the underlying investment options chosen, payment of premiums and charges assessed.

Cost of insurance rates will generally increase with the Life Insured’s age and the Coverage Year.

Cost of insurance rates reflect our expectation as to future mortality experience. They are also intended to cover our general costs of providing the policy, to the extent that these costs are not covered by other charges. Current cost of insurance rates may be changed by us on a basis that does not unfairly discriminate within the class of lives insured.

Guaranteed Maximum Cost of Insurance Rates. In no event will the cost of insurance rates we charge exceed the guaranteed maximum rates set forth in the policy, except to the extent that an extra charge is imposed for a substandard rating. The guaranteed rates are the based on 1980 Commissioners Standard Ordinary Sex Distinct (unless unisex rates are required by law) ANB Aggregate Ultimate Mortality Tables. Current cost of insurance rates may be less than the guaranteed rates.

Asset Based Risk Charge Deducted from Investment Accounts

We assess a daily charge against amounts in the Investment Accounts. This charge is intended to compensate us for insurance risks we assume under the policy, such as benefit payments and expenses that are higher than we expected. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the policy.

The charge is a percentage of amounts in the Investment Accounts, which will reduce Unit Values of the sub-accounts. The charge is guaranteed never to exceed an annual rate of 0.50%. Currently, we charge the following rates:

PolicyYear	Annual Rate
1-10	0.50%
11+	0.25%

Reduction in Charges and Enhanced Surrender Values

The policy is designed for employers and other sponsoring organizations that may purchase multiple policies as a Case. The size or nature of the Case may result in expected savings of sales, underwriting, administrative or other costs. If so, we expect to offer reductions of policy charges and enhancements of surrender value. Eligibility for reductions and enhancements and the amounts available will be determined by a number of factors, including the number of lives to be insured, the total premiums expected to be paid, total assets under management for the policy owner, the nature of the relationship among the lives insured, the purpose for which the policies are being purchased, expected persistency of the individual policies, and any other circumstances which we believe to be relevant to the expected reduction of our expenses. Some of reductions and enhancements may be guaranteed and others may be subject to restrictions or to withdrawal or modification, on a uniform case basis. We may change the nature and amount of reductions and enhancements available from time to time. Reductions and enhancements will be determined in a way that is not unfairly discriminatory to policy owners.

COMPANY TAX CONSIDERATIONS

Currently, we make no specific charge for any federal, state, or local taxes that we incur that may be attributable to such Account or to the policy. We reserve the right in the future to make a charge for any such tax or other economic burden resulting from the application of tax laws that we determines to be attributable to the Separate Account or to the policy.

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POLICY VALUE

Determination of the Policy Value

A policy has a Policy Value, a portion of which is available to you by making a policy loan or partial withdrawal, or upon surrender of the policy. The Policy Value may also affect the amount of the death benefit. The Policy Value at any time is equal to the sum of the values in the Investment Accounts, the Fixed Account, and the Loan Account.

The Policy Value is affected by the investment performance of the Investment Account chosen and the rate of interest credited if amounts are allocated to the Fixed Account. The Policy Value is also affected by the charges deducted. For a discussion of how these factors affect Policy Value see the “Risks/Benefits Summary.”

Investment Accounts. An Investment Account is established under each policy for each sub-account of the Separate Account to which Net Premiums or transfer amounts have been allocated. Each Investment Account under a policy measures the interest of the policy in the corresponding sub-account. The value of the Investment Account established for a particular sub-account is equal to the number of units of that sub-account credited to the policy times the value of such units.

Fixed Account. Amounts in the Fixed Account do not vary with the investment performance of any sub-account. Instead, these amounts are credited with interest at a rate determined by John Hancock USA. See “The General Account — Fixed Account”.

Loan Account. Amounts borrowed from the policy are transferred to the Loan Account. Amounts in the Loan Account do not vary with the investment performance of any sub-account. Instead, these amounts are credited with interest at a rate determined by John Hancock USA that is lower than the loan interest rate charged on Policy Debt. See “Policy Loans — Loan Account”.

Units and Unit Values

Crediting and Canceling Units. Units of a particular sub-account are credited to a policy when Net Premiums are allocated to that sub-account or amounts are transferred to that sub-account. Units of a sub-account are cancelled whenever amounts are deducted, transferred or withdrawn from the sub-account. The number of units credited or cancelled for a specific transaction is based on the dollar amount of the transaction divided by the value of the unit on the Business Day on which the transaction occurs. The number of units credited with respect to a premium payment will be based on the applicable unit values for the Business Day on which the premium is received at the Service Office, except for any premiums received before the Effective Date. For premiums received before the Effective Date, the values will be determined on the Effective Date.

Units are valued at the end of each Business Day. When an order involving the crediting or canceling of units is received after the end of a Business Day, or on a day that is not a Business Day, the order will be processed on the basis of unit values determined on the next Business Day. Similarly, any determination of Policy Value, Investment Account value or death benefit to be made on a day that is not a Business Day will be made on the next Business Day.

Unit Values. For each Business Day the unit value for a sub-account is determined by multiplying the unit value for the immediately preceding Business Day by the net investment factor for that sub-account on such subsequent Business Day.

The net investment factor for a sub-account on any Business Day is equal to (a) divided by (b) minus (c), where:

(a)  is the net asset value of the underlying portfolio shares held by that sub-account as of the end of such Business Day before any policy transactions are made on that day;

(b)  is the net asset value of the underlying portfolio shares held by that sub-account as of the end of the immediately preceding Business Day after all policy transactions were made for that day; and

(c)  is a charge not exceeding the daily mortality and expense risk charge shown in the “Charges and Deductions — Asset Based Risk Charge Deducted from Investment Accounts” section.

The value of a unit may increase, decrease, or remain the same, depending on the investment performance of a sub-account from one Business Day to the next.

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Transfers of Policy Value

Market timing and disruptive trading risks

The policy is not designed for professional market timers or highly active traders, including persons or entities that engage in programmed, large or frequent transfers among the investment accounts or between the investment accounts and any available fixed account. The policy is also not designed to accommodate trading that results in transfers that are large in relation to the total assets of the underlying portfolio.

Variable investment options in variable life insurance products can be a prime target for abusive transfer activity because these products value their investment options on a daily basis and allow transfers among investment options without immediate tax consequences. As a result, some investors may seek to frequently transfer into and out of variable investment options or to make large transfers in reaction to market news or to exploit a perceived pricing inefficiency. Whatever the reason, long-term investors in a variable investment option can be harmed by large or frequent transfer activity. For example, such activity may expose the investment account's underlying portfolio to increased portfolio transaction costs and/or disrupt the portfolio manager‘s ability to effectively manage the portfolio's investments in accordance with the portfolio’s investment objectives and policies. This could include causing the portfolio to maintain higher levels of cash than would otherwise be the case, or liquidating investments prematurely. Accordingly, frequent or large transfers may result in dilution with respect to interests held for long-term investment and adversely affect policy owners, beneficiaries and the underlying portfolios.

To discourage market timing and disruptive trading activity, we impose restrictions on transfers and reserve the right to change, suspend or terminate telephone and facsimile transaction privileges. In addition, we reserve the right to take other actions at any time to restrict trading, including, but not limited to: (i) restricting the number of transfers made during a defined period, (ii) restricting the dollar amount of transfers, (iii) restricting transfers into and out of certain investment options, (iv) restricting the method used to submit transfers, and (v) deferring a transfer at any time we are unable to purchase or redeem shares of the underlying portfolio.

We may also impose additional administrative conditions upon, or prohibit a transfer request made by a third party giving instructions on behalf of multiple policies, whether owned by the same owner or different owners. If you engage a third party for asset allocation services, then you may be subject to these transfer restrictions because of the actions of that party in providing those services. We will notify the third party you have engaged if we exercise this right.

While we seek to identify and prevent disruptive trading activity, it may not always be possible to do so. Therefore, no assurance can be given that the restrictions we impose will be successful in preventing all disruptive trading and avoiding harm to long-term investors.

Our current practice is to restrict transfers into or out of variable investment options to two per calendar month (except with respect to those policies described in the following paragraph). In applying this restriction any transfer request involving the transfer of account value into or out of multiple variable investment options will still count as only one request. No more than one transfer request may be made on any day. You may, however, transfer to the Money Market portfolio even if the two transfer per month limit has been reached, but only if 100% of the Policy Value in all variable investment options is transferred to the Money Market portfolio. If such a transfer to the Money Market investment portfolio is made, then, for the 30 calendar day period after such transfer, no transfers from the Money Market portfolio to any other variable investment options or to the Fixed Account may be made. If a policy offers a dollar cost averaging or automatic asset allocation rebalancing program, any transfers pursuant to such program are not considered transfers subject to these restrictions on frequent trading. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

Policies may be purchased by a corporation or other entity as a means to informally finance the liabilities created by an employee benefit plan, and to this end the entity may aggregately manage the policies purchased to match its liabilities under the plan. Policies sold under these circumstances are subject to special transfer restrictions. In lieu of the two transfers per month restriction, we will allow the policy owner under these circumstances to rebalance the investment options in its policies within the following limits: (i) during the 10 calendar day period after any account values are transferred from one portfolio into a second portfolio, the values can only be transferred out of the second investment option if they are transferred into the Money Market portfolio; and (ii) any account values that would otherwise not be transferable by application of the 10 day limit described above and that are transferred into the Money Market portfolio may not be transferred out of the Money Market portfolio into any other investment options (variable or fixed) for 30 calendar days. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

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Subject to our approval, we may offer policies purchased by a corporation or other entity that has purchased policies to match its liabilities under an employee benefit plan, as described above, the ability to electronically rebalance the investment options in its policies. Under these circumstances, in lieu of imposing any specific limit upon the number or timing of transfers, we will monitor aggregate trades among the sub-accounts for frequency, pattern and size for potentially harmful investment practices. If we detect trading activity that we believe may be harmful to the overall operation of any investment account or underlying portfolio, we may impose conditions on policies employing electronic rebalancing to submit trades, including setting limits upon the number and timing of transfers, and revoking privileges to make trades by any means other than written communication submitted via U.S. mail. The restrictions described in these paragraphs will be applied uniformly to all policy owners subject to the restrictions.

We reserve the right to modify or terminate the transfer privilege at any time in accordance with applicable law. Transfer privileges are also subject to any restrictions that may be imposed by the portfolios. In addition, we reserve the right to defer the transfer privilege at any time that we are unable to purchase or redeem shares of a portfolio.

Rule 22c-2 under the 1940 Act requires us to provide tax identification numbers and other policy owner transaction information to John Hancock Trust or to other investment companies in which the Separate Account invests, at their request. An investment company will use this information to identify any pattern or frequency of investment account transfers that may violate their frequent trading policy. An investment company may require us to impose trading restrictions in addition to those described above if violations of their frequent trading policy are discovered.

Transfers Involving Fixed Account.

While the policy is in force, you may transfer the Policy Value from any of the Investment Accounts to the Fixed Account without incurring transfer charges:

•	within eighteen months after the Issue Date; or
•	within 60 days of the effective date of a material change in the investment objectives of any of the sub-accounts; or
•	within 60 days of the date of notification of such change, whichever is later.

Such transfers will not count against the twelve transfers that may be made free of charge in any Policy Year.

The maximum amount that you may transfer from the Fixed Account in any one Policy Year is the greater of $2,000, 15% of the Fixed Account value at the previous Policy Anniversary, or the amount transferred out of the Fixed Account during the previous policy year. Any transfer which involves a transfer out of the Fixed Account may not involve a transfer to the Investment Account for the Money Market portfolio.

Telephone Transfers. Transfer requests must be in writing in a form satisfactory to us, or by telephone if a currently valid telephone transfer authorization form is on file. Although failure to follow reasonable procedures may result in our being liable for any losses resulting from unauthorized or fraudulent telephone transfers, we will not be liable for following instructions communicated by telephone that we reasonably believe to be genuine. We will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Such procedures shall consist of confirming that a valid telephone authorization form is on file, tape recording of all telephone transactions and providing written confirmation thereof.

POLICY LOANS

At any time while the policy is in force, you may borrow against the Policy Value. The policy is the only security for the loan. policy loans may have tax consequences. See “Tax Treatment of Policy Benefits — Policy Loan Interest.”

A policy loan will affect future Policy Values, since the portion of the Policy Value in the Loan Account will receive the loan interest credited rate rather than varying with the performance of the underlying portfolios or increasing at the Fixed Account interest credited rate. A policy loan may cause a policy to be more susceptible to lapse since it reduces the Net Cash Surrender Value from which monthly deductions are taken. A policy loan causes the amount payable upon death of the Life Insured to be reduced by the amount of outstanding Policy Debt.

Maximum Loan. The amount of any loan cannot exceed the amount that would cause the Policy Debt to equal the Policy’s Cash Surrender Value less the monthly deductions due from the date of the loan to the next Policy Anniversary.

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Interest Charged on Policy Loans

Interest on the Policy Debt will accrue daily and be payable annually on the Policy Anniversary. The rate of interest charged will be an effective annual rate of 4%.

Loan Account

When a loan is made, an amount equal to the loan will be deducted from the Investment Accounts or the Fixed Account and transferred to the Loan Account. You may designate how this amount is allocated among the Accounts. If you give no instructions, the amount transferred will be allocated among the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each Investment Account and the Fixed Account bears to the Net Policy Value. A transfer from an Investment Account will result in the cancellation of units of the underlying sub-account equal in value to the amount transferred from the Investment Account. However, since the Loan Account is part of the Policy Value, transfers made in connection with a loan will not change the Policy Value.

Interest Credited to the Loan Account. Policy Value in the Loan Account will earn interest at an effective annual rate guaranteed to be at least 3.25%. We may declare a current interest rate that is greater than this, subject to change at any time. The excess of the loan interest charged rate (4%) over the loan interest credited rates will result in a net charge against the Policy Value with respect to any Policy Debt.

Currently we credit loan interest rates which vary by Policy Year as follows:

Policy Years	Current Loan Interest Credited Rates	Excess of Loan Interest Charged Rate
1-10	3.25%	0.75%
11+	3.75%	0.25%

Loan Account Adjustments. On the first day of each Policy Month the difference between the Loan Account and the Policy Debt is transferred to the Loan Account from the Investment Accounts or the Fixed Account. The amount transferred will be allocated to the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each Investment Account or the Fixed Account bears to the Net Policy Value.

Loan Repayments. Policy Debt may be repaid, in whole or in part, at any time prior to the death of the Life Insured while the policy is in force. A loan repayment amount will be credited to the Loan Account and transferred to the Fixed Account or the Investment Accounts in the same proportion as the Policy Value in each Account bears to the Net Policy Value.

Amounts paid to us not specifically designated in writing as loan repayments will be treated as premiums.

POLICY SURRENDER AND PARTIAL WITHDRAWALS

Policy Surrender

A policy may be surrendered for its Net Cash Surrender Value at any time while the Life Insured is living. The Net Cash Surrender Value is equal to the Policy Value less any surrender charge, monthly deductions due and Policy Debt. The Net Cash Surrender Value will be determined at the end of the Business Day on which we receive the policy and a written request for surrender at the Service Office. When a policy is surrendered, the insurance coverage and all other benefits under the policy will terminate.

Partial Withdrawals

You may make a partial withdrawal of the Net Cash Surrender Value at any time. You may designate how the withdrawal amount is allocated among the Investment Account and the Fixed Account. If you give no instructions, the withdrawal amount will be allocated among the Accounts in the same proportion as the Policy Value in each Account bears to the Net Policy Value.

Surrender Charges may be assessed on a Partial Withdrawal. See “Charges and Deductions — Surrender Charges.” The death benefit may be reduced as a result of a Partial Withdrawal. See “Death Benefits — Decreases in Face Amount under death benefit Option 1 due to a Partial Withdrawal”.

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LAPSE AND REINSTATEMENT

Lapse

A policy will go into default at the beginning of a Policy Month if the Net Cash Surrender Value would go below zero after deducting the monthly deduction then due. A lapse could have adverse tax consequences as described under “Tax Considerations — Tax Treatment of Policy Benefits — Surrender or Lapse.” We will notify you of the default and will allow you a 61-day grace period in which to make a premium payment sufficient to bring the policy out of default. The required payment will be equal to the amount necessary to bring the Net Cash Surrender Value to zero, if it was less than zero on the date of default, plus the monthly deductions due at the date of default and payable at the beginning of each of the two Policy Months thereafter, plus any applicable premium load charge. If the required payment is not received by the end of the grace period, the policy will terminate with no value.

Death During Grace Period. If the Life Insured should die during the grace period, the Policy Value used in the calculation of the death benefit will be the Policy Value on the date of default and the insurance benefit will be reduced by any outstanding monthly deductions due at the time of death.

Reinstatement

You may reinstate a policy that has terminated after going into default at any time within the five-year period following the date of termination subject to the following conditions:

•	The policy must not have been surrendered for its Net Cash Surrender Value;
•	Evidence of the Life Insured’s insurability satisfactory to us must be provided; and
•	A premium equal to the payment required during the grace period following default to keep the policy in force is paid.

THE GENERAL ACCOUNT

The general account of John Hancock USA consists of all assets owned by us other than those in the Separate Account and other Separate Accounts of the Company. Subject to applicable law, we have sole discretion over investment of the assets of the general account.

By virtue of exclusionary provisions, interests in the general account of John Hancock USA have not been registered under the Securities Act of 1933 and the general account has not been registered as an investment company under the Investment Company Act of 1940. Accordingly, neither the general account nor any interests therein are subject to the provisions of these acts, and as a result the staff of the SEC has not reviewed the disclosures in this prospectus relating to the general account. Disclosures regarding the general account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in a prospectus.

Fixed Account

You may allocate Net Premiums to the Fixed Account or transfer all or a portion of the Policy Value to the Fixed Account from the Investment Accounts. John Hancock USA will hold the reserves required for any portion of the policy Value allocated to the Fixed Account in our general account. Transfers from the Fixed Account to the Investment Accounts are subject to restrictions.

Policy Value in the Fixed Account. The Policy Value in the Fixed Account is equal to:

•	the portion of the Net Premiums allocated to it; plus
•	any amounts transferred to it; plus
•	interest credited to it; less
•	any charges deducted from it; less
•	any partial withdrawals from it; less
•	any amounts transferred from it.

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Interest on the Fixed Account. An allocation of Policy Value to the Fixed Account does not entitle you to share in the investment experience of the general account. Instead, we guarantee that the Policy Value in the Fixed Account will accrue interest daily at an effective annual rate of at least 3%, without regard to the actual investment experience of the general account. We may declare a current interest rate in excess of the guaranteed rate, subject to change at any time.

OTHER PROVISIONS OF THE POLICY

Policy Owner Rights

Unless otherwise restricted by a separate agreement, you may:

•	Vary the premiums paid under the policy.
•	Change the death benefit Option.
•	Change the premium allocation for future premiums.
•	Transfer amounts between sub-accounts.
•	Take loans and/or partial withdrawals.
•	Surrender the contract.
•	Transfer ownership to a new owner.
•	Name a contingent owner that will automatically become owner if you die before the Life Insured.
•	Change or revoke a contingent owner.
•	Change or revoke a beneficiary.

Assignment of Rights. We will not be bound by an assignment until we receive a copy of the assignment at the Service Office. We assume no responsibility for the validity or effects of any assignment.

Beneficiary

You may appoint one or more beneficiaries of the policy by naming them in the application. Beneficiaries may be appointed in three classes — primary, secondary, and final. Beneficiaries may also be revocable or irrevocable. Unless an irrevocable designation has been elected, you may change the beneficiary during the Life Insured’s lifetime by giving written notice in a form satisfactory to us. If the Life Insured dies and there is no surviving beneficiary, you, or your estate if you are the Life Insured, will be the beneficiary. If a beneficiary dies before the seventh day after the death of the Life Insured, we will pay the insurance benefit as if the beneficiary had died before the Life Insured.

Incontestability

We will not contest the validity of a policy after it has been in force during the Life Insured’s lifetime for two years from the Issue Date stated in the policy, nor will we contest the validity of an increase in Face Amount after it has been in force during the Life Insured’s lifetime for two years. If a policy has been reinstated, we can contest any misrepresentation of a fact material to the reinstatement for a period of two years after the reinstatement date.

Misstatement of Age or Sex

If the Life Insured’s stated age or sex or both in the policy are incorrect, we will change the Face Amount so that the death benefit will be that which the most recent monthly charge for the cost of insurance would have purchased for the correct age and sex.

Suicide Exclusion

If the Life Insured, whether sane or insane, dies by suicide within two years from the Issue Date stated in the policy (or within the maximum period permitted by the state in which the policy was delivered, if less than two years), we will pay only the premiums paid less any partial withdrawals and any Policy Debt. If the Life Insured should die by suicide within two

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years after a Face Amount increase, the death benefit for the increase will be limited to the monthly deductions for the increase. At our discretion, this provision may be waived.

Supplementary Benefits

Subject to certain requirements, one or more supplementary benefits may be added to a policy, including the FTIO Rider (see “Death Benefits — Flexible term Insurance Option Rider”) and, in the case of a policy owned by a corporation or other similar entity, a benefit permitting a change in the Life Insured (a taxable event). More detailed information concerning these supplementary benefits may be obtained from us. There is no cost for any supplementary benefit currently offered by us, with the exception of FTIO Rider (see “Charges and Deductions — Monthly Deductions”).

Tax considerations

This description of Federal income tax consequences is only a brief summary and is neither exhaustive nor authoritative. It was written to support the promotion of our products. It does not constitute legal or tax advice, and it is not intended to be used and cannot be used to avoid any penalties that may be imposed on you. Tax consequences will vary based on your own particular circumstances, and for further information you should consult a qualified tax adviser. Federal, state and local tax laws, regulations and interpretations can change from time to time. As a result, the tax consequences to you and the beneficiary may be altered, in some cases retroactively. The policy may be used in various arrangements, including non-qualified deferred compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the value of using the policy in any such arrangement depends in part on the tax consequences, a qualified tax adviser should be consulted for advice.

General

We are taxed as a life insurance company. Under current tax law rules, we include the investment income (exclusive of capital gains) of the Separate Account in our taxable income and take deductions for investment income credited to our policy holder reserves. We are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. We do not currently charge the Separate Account for any resulting income tax costs, other than a charge we may impose against the Separate Account to compensate us for the cost of a delay in the deductibility of deferred acquisition costs (the “DAC tax” adjustment) pursuant to section 848 of the Internal Revenue Code. We also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the series funds. These benefits can be material. We do not pass these benefits through to the Separate Account, principally because: (i) the deductions and credits are allowed to us and not the policy owners under applicable tax law; and (ii) the deductions and credits do not represent investment return on the Separate Account assets that is passed through to policy owners.

The policies permit us to deduct a charge for any taxes we incur that are attributable to the operation or existence of the policies or the Separate Account. Currently, we do not anticipate making any specific charge for such taxes other than any DAC tax charge and premium taxes where applicable. If the level of the current taxes increases, however, or is expected to increase in the future, we reserve the right to make a charge in the future.

Death benefit proceeds and other policy distributions

Generally, death benefits paid under policies such as yours are not subject to income tax unless policy ownership has been transferred in exchange for payment. Earnings on your policy value are ordinarily not subject to income tax as long as we don’t pay them out to you. If we do pay out any amount of your policy value upon surrender or partial withdrawal, all or part of that distribution would generally be treated as a return of the premiums you’ve paid and not subjected to income tax. Any portion not treated as a return of your premiums would be includible in your income.

Please note that certain distributions associated with a reduction in death benefit or other policy benefits within the first fifteen years after issuance of the policy are ordinarily taxable in whole or in part. Amounts you borrow are generally not taxable to you.

However, some of the tax rules change if your policy becomes a modified endowment contract. This can happen if you’ve paid premiums in excess of limits prescribed by the tax laws. In that case, additional taxes and penalties may be payable for policy distributions of any kind, including loans. (See “7-pay premium limit and modified endowment contract status” below.)

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We expect the policy to receive the same Federal income and estate tax treatment as fixed benefit life insurance policies. Section 7702 of the Internal Revenue Code defines a life insurance contract for Federal tax purposes. For a policy to be treated as a life insurance contract, it must satisfy either the cash value accumulation test or the guideline premium test. These tests limit the amount of premium that you may pay into the policy. We will monitor compliance with these standards. If we determine that a policy does not satisfy section 7702, we may take whatever steps are appropriate and reasonable to bring it into compliance with section 7702.

If the policy complies with section 7702, the death benefit proceeds under the policy ordinarily should be excludable from the beneficiary’s gross income under section 101 of the Internal Revenue Code. (As noted above, a transfer of the policy for valuable consideration may limit the exclusion of death benefits from the beneficiary's income.)

Increases in policy value as a result of interest or investment experience will not be subject to Federal income tax unless and until values are received through actual or deemed distributions. In general, unless the policy is a modified endowment contract, the owner will be taxed only on the amount of distributions that exceed the premiums paid under the policy. An exception to this general rule occurs in the case of a decrease in the policy's death benefit or any other change that reduces benefits under the policy in the first fifteen years after the policy is issued and that results in a cash distribution to the policy owner. Changes that reduce benefits include partial withdrawals, death benefit option changes, and distributions required to keep the policy in compliance with section 7702. For purposes of this rule any distribution within the two years immediately before a reduction in benefits will also be treated as if it were a result of the reduction. A cash distribution that reduces policy benefits will be taxed in whole or in part (to the extent of any gain in the policy) under rules prescribed in section 7702. The taxable amount is subject to limits prescribed in section 7702(f)(7). Any taxable distribution will be ordinary income to the owner (rather than capital gain).

Distributions for tax purposes include amounts received upon surrender or partial withdrawals. You may also be deemed to have received a distribution for tax purposes if you assign all or part of your policy rights or change your policy’s ownership.

It is possible that, despite our monitoring, a policy might fail to qualify as a life insurance contract under the Internal Revenue Code. This could happen, for example, if we inadvertently failed to return to you any premium payments that were in excess of amounts permitted under section 7702, or if any of the funds failed to meet certain investment diversification or other requirements of the Internal Revenue Code. If this were to occur, you would be subject to income tax on the income credited to the policy from the date of issue to the date of the disqualification and for subsequent periods.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws will depend on the circumstances of each owner or beneficiary. If the person insured by the policy is also its owner, either directly or indirectly through an entity such as a revocable trust, the death benefit will be includible in his or her estate for purposes of the Federal estate tax. If the owner is not the person insured, the value of the policy will be includible in the owner's estate upon his or her death. Even if ownership has been transferred, the death proceeds or the policy value may be includible in the former owner's estate if the transfer occurred less than three years before the former owner's death or if the former owner retained certain kinds of control over the policy. You should consult your tax adviser regarding these possible tax consequences.

Because there may be unfavorable tax consequences (including recognition of taxable income and the loss of income tax-free treatment for any death benefit payable to the beneficiary), you should consult a qualified tax adviser prior to changing the policy’s ownership or making any assignment of ownership interests.

Policy loans

We expect that, except as noted below (see “7-pay premium limit and modified endowment contract status”), loans received under the policy will be treated as indebtedness of an owner and that no part of any loan will constitute income to the owner. However, if the policy terminates for any reason other than the payment of the death benefit, an amount equal to any outstanding loan that was not previously considered income will be treated as if it had been distributed to the owner upon such termination. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans, you might find yourself having to choose between high premiums required to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

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Diversification rules and ownership of the Separate Account

Your policy will not qualify for the tax benefits of a life insurance contract unless the Separate Account follows certain rules requiring diversification of investments underlying the policy. In addition, the rules require that the policy owner not have “investor control” over the underlying assets.

In certain circumstances, the owner of a variable life insurance policy may be considered the owner, for Federal income tax purposes, of the assets of the Separate Account used to support the policy. In those circumstances, income and gains from the Separate Account assets would be includible in the policy owner's gross income. The Internal Revenue Service (“IRS”) has stated in published rulings that a variable policy owner will be considered the owner of Separate Account assets if the policy owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. A Treasury Decision issued in 1986 (T.D. 8101) stated that guidance would be issued in the form of regulations or rulings on “the extent to which policyholders may direct their investments to particular sub-accounts of a Separate Account without being treated as owners of the underlying assets.” As of the date of this prospectus, no comprehensive guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS ruled that a contract holder would not be treated as the owner of assets underlying a variable life insurance or annuity contract despite the owner’s ability to allocate funds among as many as twenty subaccounts.

The ownership rights under your policy are similar to, but different in certain respects from, those described in IRS rulings in which it was determined that policyholders were not owners of Separate Account assets. Since you have greater flexibility in allocating premiums and policy values than was the case in those rulings, it is possible that you would be treated as the owner of your policy’s proportionate share of the assets of the Separate Account.

We do not know what future Treasury Department regulations or other guidance may require. We cannot guarantee that the funds will be able to operate as currently described in the series funds' prospectuses, or that a series fund will not have to change any fund's investment objectives or policies. We have reserved the right to modify your policy if we believe doing so will prevent you from being considered the owner of your policy's proportionate share of the assets of the Separate Account, but we are under no obligation to do so.

7-pay premium limit and modified endowment contract status

At the time of policy issuance, we will determine whether the Planned Premium schedule will exceed the 7-pay limit discussed below. If so, our standard procedures prohibit issuance of the policy unless you sign a form acknowledging that fact.

The 7-pay limit at any time during the first seven contract years is the total of net level premiums that would have been payable at or before that time under a comparable fixed policy that would be fully “paid-up” after the payment of seven equal annual premiums. “Paid-up” means that no further premiums would be required to continue the coverage in force until maturity, based on certain prescribed assumptions. If the total premiums paid at any time during the first seven policy years exceed the 7-pay limit, the policy will be treated as a modified endowment contract, which can have adverse tax consequences.

Policies classified as modified endowment contracts are subject to the following tax rules:

•	First, all withdrawals from such a policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the policy value immediately before the withdrawal over the investment in the policy at such time. If you own any other modified endowment contracts issued to you in the same calendar year by the same insurance company or its affiliates, their values will be combined with the value of the policy from which you take the withdrawal for purposes of determining how much of the withdrawal is taxable as ordinary income.
•	Second, loans taken from or secured by such a policy and assignments or pledges of any part of its value are treated as partial withdrawals from the policy and taxed accordingly. Past-due loan interest that is added to the loan amount is treated as an additional loan.
•	Third, a 10% additional penalty tax is imposed on the portion of any distribution (including distributions on surrender) from, or loan taken from or secured by, such a policy that is included in income except where the distribution or loan:

•	is made on or after the date on which the policy owner attains age 59½;
•	is attributable to the policy owner becoming disabled; or

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•  is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary.

These exceptions to the 10% additional tax do not apply in situations where the policy is not owned by an individual.

Furthermore, any time there is a “material change” in a policy, the policy will begin a new 7-pay testing period as if it were a newly-issued policy. The material change rules for determining whether a policy is a modified endowment contract are complex. In general, however, the determination of whether a policy will be a modified endowment contract after a material change depends upon the relationship among the death benefit of the policy at the time of such change, the policy value at the time of the change, and the additional premiums paid into the policy during the seven years starting with the date on which the material change occurs.

Moreover, under a policy insuring a single life, if there is a reduction in benefits (such as a reduction in the death benefit or the reduction or cancellation of certain rider benefits) during a 7-pay testing period, the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, from the beginning of the 7-pay testing period using the lower limit. If the premiums paid to date at any point during the 7-pay testing period are greater than the recalculated 7-pay limit, the policy will become a modified endowment contract. If your policy is a survivorship policy, a reduction in benefits under the policy at any time will require re-testing. For such a policy the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, using the lower limit, from the date it was issued. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

If your policy is issued as a result of an exchange subject to section 1035 of the Internal Revenue Code, it may be considered to be a modified endowment contract if the death benefit under the new policy is smaller than the death benefit under the exchanged policy, or if you reduce coverage in your new policy after it is issued. Therefore, if you desire to reduce the face amount as part of a 1035 exchange, a qualified tax adviser should be consulted for advice. A new policy issued in exchange for a modified endowment contract will also be a modified endowment contract regardless of any change in the death benefit.

All modified endowment contracts issued by the same insurer (or its affiliates) to the same owner during any calendar year generally are required to be treated as one contract for the purpose of applying the rules on taxation of withdrawals from modified endowment contracts. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

Corporate and H.R. 10 retirement plans

The policy may be acquired in connection with the funding of retirement plans satisfying the qualification requirements of section 401 of the Internal Revenue Code. If so, the Internal Revenue Code provisions relating to such plans and life insurance benefits thereunder should be carefully scrutinized. We are not responsible for compliance with the terms of any such plan or with the requirements of applicable provisions of the Internal Revenue Code.

Withholding

To the extent that policy distributions to you are taxable, they are generally subject to withholding for your Federal income tax liability. However if you reside in the United States, you can generally choose not to have tax withheld from distributions. Electing to have no withholding will not reduce your tax liability and may expose you to penalties under the rules governing payment of estimated taxes.

Life insurance purchases by residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service ruled that income received by residents of Puerto Rico under a life insurance policy issued by a United States company is U.S.-source income that is subject to United States Federal income tax.

Life insurance purchases by non-resident aliens

If you are not a U.S. citizen or resident, you will generally be subject to U.S. Federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, you may be subject to state and/or municipal taxes and taxes imposed by your country of citizenship or residence. You should consult with a qualified tax adviser before purchasing a policy.

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Life insurance owned by citizens or residents living abroad

If you are a U.S. citizen or permanent resident living outside the United States, you are still subject to income taxation by the United States. Since many countries tax on the basis of domicile, you may also be subject to tax in the country or territory in which you are living. The tax-deferred accumulation of gain that a life insurance policy provides under United States tax law may not be available under the tax laws of the country in which you are living. If you are living outside the United States or planning to do so, you should consult with a qualified tax adviser before purchasing or retaining ownership of a policy.

OTHER INFORMATION

Payment of Proceeds

As long as the policy is in force, we will ordinarily pay any policy loans, surrenders, partial withdrawals or insurance benefit within seven days after receipt at the Service Office of all the documents required for such a payment. We will ordinarily pay any death benefit, withdrawal, surrender value or loan within 7 days after we receive the last required form or request (and, with respect to the death benefit, any other documentation that may be required). If we don’t have information about the desired manner of payment within 7 days after the date we receive documentation of the insured person’s death, we will pay the proceeds as a single sum.

We may delay the payment of any policy loans, surrenders, partial withdrawals, or insurance benefit that depends on Fixed Account values for up to six months or in the case of any Investment Account for any period during which (i) the New York Stock Exchange is closed for trading (except for normal weekend and holiday closings), (ii) trading on the New York Stock Exchange is restricted (iii) an emergency exists, as determined by the SEC, as a result of which disposal of securities held in the Separate Account is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets or (iv) the SEC, by order, so permits for the protection of security holders; provided that applicable rules and regulations of the SEC shall govern as to whether the conditions described in (ii) and (iii) exist.

Reports to Policyholders

Within 30 days after each Policy Anniversary, we will send you a statement showing, among other things:

•	the amount of death benefit;
•	the Policy Value and its allocation among the Investment Accounts, the Fixed Account and the Loan Account;
•	the value of the units in each Investment Account to which the Policy Value is allocated;
•	the Policy Debt and any loan interest charged since the last report;
•	the premiums paid and other policy transactions made during the period since the last report; and
•	any other information required by law.

You will also be sent an annual and a semi-annual report for the portfolios, which will include a list of the securities, held in each portfolio as required by the 1940 Act.

Distribution of policies

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company affiliated with us, is the principal distributor and underwriter of the securities offered through this prospectus and of other annuity and life insurance products we and our affiliates offer. JH Distributors also acts as the principal underwriter of the Trust, whose securities are used to fund certain investment accounts under the policies and under other annuity and life insurance products we offer.

JH Distributors' principal address is 601 Congress Street, Boston, MA 02210 and it also maintains offices with us at 197 Clarendon Street, Boston, Massachusetts 02116. JH Distributors is a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. Our affiliate, Signator Investors, Inc., is one such broker-dealer. In addition, we, either directly or through JH Distributors, have entered into agreements with other financial intermediaries that provide marketing, sales support and certain administrative services to

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help promote the policies (“financial intermediaries”). In a limited number of cases, we have entered into loans, leases or other financial agreements with these broker-dealers or financial intermediaries or their affiliates.

Compensation

The broker-dealers and other financial intermediaries that distribute or support the marketing of our policies may be compensated by means of various compensation and revenue sharing arrangements. A general description of these arrangements is set out below under “Standard compensation” and “Additional compensation and revenue sharing.” These arrangements may differ between firms, and not all broker-dealers or financial intermediaries will receive the same compensation and revenue sharing benefits for distributing our policies. Also, a broker-dealer may receive more or less compensation or other benefits for the promotion and sale of our policy than it would expect to receive from another issuer.

Under their own arrangements, broker-dealers determine how much of any amounts received from us is to be paid to their registered representatives. Our affiliated broker-dealer, Signator Investors, Inc., may pay its registered representatives additional compensation and benefits, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Policy owners do not pay any compensation or revenue sharing benefits directly. These payments are made from JH Distributors’ and our own revenues, profits or retained earnings, which may be derived from a number of sources, such as fees received from an underlying fund’s distribution plan (“12b-1 fees”), the fees and charges imposed under the policy and other sources.

You should contact your registered representative for more information on compensation arrangements in connection with your purchase of a policy. We provide additional information on special compensation or reimbursement arrangements involving broker-dealers and other financial intermediaries in the SAI, which is available upon request.

Standard compensation. JH Distributors pays compensation to broker-dealers for the promotion and sale of the policies, and for providing ongoing service in relation to policies that have already been purchased. We may also pay a limited number of broker-dealers commissions or overrides to “wholesale” the policies; that is, to provide marketing support and training services to the broker-dealer firms that do the actual selling.

The compensation JH Distributors pays to broker-dealers may vary depending on the selling agreement. The compensation paid is not expected to exceed 15% of the target premium paid in the first policy year, 9.0% of the target premium in years 2-5, and 2.5% of the target premium paid in years 6 and after. Compensation on any premium paid in excess of target premium in any year will not exceed 2.5%. This compensation schedule is exclusive of additional compensation and revenue sharing and inclusive of overrides and expense allowances paid to broker-dealers for sale of the policies (not including riders).

Additional compensation and revenue sharing. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may enter into special compensation or reimbursement arrangements (“revenue sharing”), either directly or through JH Distributors, with selected broker-dealers and other financial intermediaries. In consideration of these arrangements, a firm may feature our policy in its sales system, give us preferential access to sales staff, or allow JH Distributors or its affiliates to participate in conferences, seminars or other programs attended by the firm’s sales force. We hope to benefit from these revenue sharing and other arrangements through increased sales of our policies.

Selling broker-dealers and other financial intermediaries may receive, directly or indirectly, additional payments in the form of cash, other compensation or reimbursement. These additional compensation or reimbursement arrangements may include, for example, payments in connection with the firm's “due diligence” examination of the policies, payments for providing conferences or seminars, sales or training programs for invited registered representatives and other employees, payment for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public or client seminars, advertising and sales campaigns regarding the policies, payments to assist a firm in connection with its systems, operations and marketing expenses and/or other events or activities sponsored by the firms. We may contribute to, as well as sponsor, various educational programs, sales promotions, and/or other contests in which participating firms and their sales persons may receive gifts and prizes such as merchandise, cash or other rewards as may be permitted under FINRA rules and other applicable laws and regulations.

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Responsibilities of John Hancock USA

John Hancock USA entered into an agreement with JH Distributors pursuant to which John Hancock USA, on behalf of JH Distributors will pay the sales commissions in respect of the policies and certain other policies issued by John Hancock USA, prepare and maintain all books and records required to be prepared and maintained by JH Distributors with respect to the policies and such other policies, and send all confirmations required to be sent by JH Distributors with respect to the policies and such other policies. JH Distributors will promptly reimburse John Hancock USA for all sales commissions paid by John Hancock USA and will pay John Hancock USA for its other services under the agreement in such amounts and at such times as agreed to by the parties.

Finally, John Hancock USA may, from time to time in its sole discretion, enter into one or more reinsurance agreements with other life insurance companies under which policies issued by it may be reinsured, such that its total amount at risk under a policy would be limited for the life of the insured.

Voting Rights

As stated previously, all of the assets held in each sub-account of the Separate Account will be invested in shares of a particular portfolio. John Hancock USA is the legal owner of those shares and as such has the right to vote upon certain matters that are required by the 1940 Act to be approved or ratified by the shareholders of a mutual fund and to vote upon any other matters that may be voted upon at a shareholders’ meeting. However, John Hancock USA will vote shares held in the sub-accounts in accordance with instructions received from policyholders having an interest in such sub-accounts. Shares held in each sub-account for which no timely instructions from policyholders are received, including shares not attributable to the policies, will be voted by John Hancock USA in the same proportion as those shares in that sub-account for which instructions are received. Should the applicable federal securities laws or regulations change so as to permit John Hancock USA to vote shares held in the Separate Account in its own right, it may elect to do so.

The number of shares in each sub-account for which instructions may be given by a policyholder is determined by dividing the portion of the Policy Value derived from participation in that sub-account, if any, by the value of one share of the corresponding portfolio. The number will be determined as of a date chosen by John Hancock USA, but not more than 90 days before the shareholders’ meeting. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the meeting.

John Hancock USA may, if required by state officials, disregard voting instructions if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the portfolios, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove such changes in accordance with applicable federal regulations. If John Hancock USA does disregard voting instructions, it will advise policyholders of that action and its reasons for such action in the next communication to policyholders.

Substitution of Portfolio Shares

It is possible that in the judgment of the Company, one or more of the portfolios may become unsuitable for investment by the Separate Account because of a change in investment policy or a change in the applicable laws or regulations, because the shares are no longer available for investment, or for some other reason. In that event, John Hancock USA may seek to substitute the shares of another portfolio or of an entirely different mutual fund. Before this can be done, the approval of the SEC and one or more state insurance departments may be required.

John Hancock USA also reserves the right (i) to combine other Separate Accounts with the Separate Account, (ii) to create new Separate Accounts, (iii) to establish additional sub-accounts within the Separate Account to invest in additional portfolios of the Trust or another management investment company, (iv) to eliminate existing sub-accounts and to stop accepting new allocations and transfers into the corresponding portfolio, (v) to combine sub-accounts or to transfer assets in one sub-account to another sub-account or (vi) to transfer assets from the Separate Account to another Separate Account and from another Separate Account to the Separate Account. We also reserve the right to operate the Separate Account as a management investment company or other form permitted by law, and to de-register the Separate Account under the 1940 Act. Any such change would be made only if permissible under applicable federal and state law.

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Records and Accounts

Our Service Office is responsible for performing all administrative functions, such as decreases, increases, surrender and partial withdrawals, and fund transfers although certain of these functions may be delegated to a third party administrator.

All records and accounts relating to the Separate Account and the portfolios will be maintained by us. All financial transactions will be handled by us. All reports required to be made and information required to be given will be provided the Company or by McCamish Systems on behalf of us.

State Regulation

John Hancock USA is subject to the regulation and supervision by the Michigan Department of Insurance, which periodically examines its financial condition and operations. It is also subject to the insurance laws and regulations of all jurisdictions in which it is authorized to do business. The policies have been filed with insurance officials in each jurisdiction where they are sold.

John Hancock USA is required to submit annual statements of its operations, including financial statements, to the insurance departments of the various jurisdictions in which it does business for the purposes of determining solvency and compliance with local insurance laws and regulations.

Financial statements reference

The financial statements of John Hancock USA and the Separate Account can be found in the SAI. The financial statements of John Hancock USA should be distinguished from the financial statements of the Separate Account and should be considered only as bearing upon the ability of John Hancock USA to meet its obligations under the policies. Our general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions.

Registration statement filed with the SEC

This prospectus omits certain information contained in the Registration Statement which has been filed with the SEC. More details may be obtained from the SEC upon payment of the prescribed fee.

Independent registered public accounting firm

The statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, and for each of the two years in the period ended December 31, 2014, appearing in the Statement of Additional Information of the Registration Statement have been audited by Ernst &Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

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APPENDIX A: DEFINITIONS

Annual Premium Target: is an amount set forth in the policy that limits the amount of premium attributable to a Coverage Amount in Surrender Charge or Sales Load calculations.

Attained Age: is the Issue Age of the Life Insured plus the number of completed Policy Years.

Business Day: is any day that the New York Stock Exchange is open for business. A Business Day ends at the close of regularly scheduled trading of the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.

Case: is a group of Policies insuring individual lives with common employment or other relationship, independent of the Policies.

Cash Surrender Value: is the Policy Value less the Surrender Charge and any outstanding monthly deductions due.

Coverage Amount: is an amount of insurance coverage under the policy with a distinct effective date. The Face Amount of the policy at any time is the sum of the Coverage Amounts in effect.

Coverage Year: is a one-year period beginning on a Coverage Amount‘s effective date and on each anniversary of this date. For Coverage Amounts in effect on the policy’s Effective Date, the Coverage Year is the same as the Policy Year.

Fixed Account: is the part of the Policy Value that reflects the value you have in our general account.

Investment Account: is the part of the Policy Value that reflects the value you have in one of the sub-accounts of the Separate Account.

Issue Age: is the Life Insured’s age on the birthday closest to the Policy Date.

Loan Account: is the part of the Policy Value that reflects policy loans and interest credited to the Policy Value in connection with such loans.

Minimum Initial Premium: is the sum of the monthly deductions due for the first 3 Policy Months plus the Premium Charges deductible from this amount.

Net Cash Surrender Value: is the Cash Surrender Value less the Policy Debt. Net Policy Value: is the Policy Value less the value in the Loan Account. Net Premium: is the premium paid less the Premium Load and Sales Load.

Policy Date, Policy Anniversary, Policy Month and Policy Year: Policy Date is the date from which the first monthly deductions are calculated and from which Policy Years, Policy Months, and Policy Anniversaries are measured.

Policy Debt: on any date is the aggregate amount of policy loans, including borrowed and accrued interest, less any loan repayments.

Policy Value: is the sum of the values in the Loan Account, the Fixed Account, and the Investment Accounts.

Service Office: is PO Box 192, Boston, MA 02117 or such other address as we specify to you by written notice.

39

In addition to this prospectus, John Hancock USA has filed with the SEC an SAI that contains additional information about John Hancock USA and the Separate Account, including information on our history, services provided to the Separate Account, legal and regulatory matters and the audited financial statements for John Hancock USA and the Separate Account. The SAI and personalized illustrations of death benefits, policy values and surrender values are available, without charge, upon request. You may obtain the personalized illustrations from your John Hancock USA representative. The SAI may be obtained by contacting the John Hancock USA Service Office. You should also contact the John Hancock USA Service Office to request any other information about your policy or to make any inquiries about its operation.

JOHN HANCOCK USA SERVICE OFFICE
Principal Office & Express Delivery	Mail Delivery
Specialty Products & Distribution 200 Berkeley St., B-3-24 Boston, MA 02116-5010-5022	Specialty Products & Distribution PO Box 192 Boston, MA 02217-0192
Phone:	Fax:
1-800-521-1234	1-617-572-1571

Information about the Separate Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Branch, 100 F Street, NE, Room 1580, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Account are available on the SEC’s Internet website at http://www.sec.gov. Copies of such information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549-0102.

1940 Act File No. 811-5130 — 1933 Act File No. 333-100567

Statement of Additional Information dated April 27, 2015 for interests in John Hancock Life Insurance Company (U.S.A.) Separate Account N (Name of Registrant) JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (“John Hancock USA”) (Name of Depositor) This is a Statement of Additional Information (“SAI”). It is not the prospectus. The prospectus, dated the same date as this SAI, may be obtained from a John Hancock USA representative or by contacting the John Hancock USA Service Office by mail or telephone at the address or telephone number listed on the back page of the prospectus. TABLE OF CONTENTS
Contents of this SAI	Page No.
Description of the Depositor	2
Description of the Registrant	2
Services	2
Independent registered public accounting firm	2
Legal and Regulatory Matters	2
Principal Underwriter/Distributor	2
Additional Information About Charges	3
Reduction in Charges	4
Financial Statements of Registrant and Depositor	F-1

Description of the Depositor

Under the Federal securities laws, the entity responsible for organization of the registered separate account underlying the variable life insurance policy is known as the “Depositor.” John Hancock USA (“Depositor”) is a stock life insurance company organized under the laws of Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. The Depositor is a licensed life insurance company in the District of Columbia and all states of the United States except New York. Until 2004, the Depositor was known as The Manufacturers Life Insurance Company (U.S.A.).

The Depositor’s ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

Description of the Registrant

Under the Federal securities laws, the registered separate account underlying the variable life insurance policy is known as the “Registrant.” John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Registrant” or “Separate Account”), is a separate account established by the Depositor under Michigan law. The variable investment options shown on page 1 of the prospectus are subaccounts of the Separate Account. The Separate Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the Investment Company Act of 1940 (“1940 Act”). Such registration does not involve supervision by the Securities and Exchange Commission (“SEC”) of the management of the Separate Account or of the Depositor.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

Services

Administration of policies issued by the Depositor and of registered separate accounts organized by the Depositor may be provided by other affiliates. Neither the Depositor nor the separate accounts are assessed any charges for such services.

Custodianship and depository services for the Registrant are provided by State Street Investment Services (“State Street”). State Street’s address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts, 02111.

Independent registered public accounting firm

The statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, and for each of the two years in the period ended December 31, 2014, appearing in the Statement of Additional Information of the Registration Statement have been audited by Ernst &Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Legal and Regulatory Matters

There are no legal proceedings to which the Depositor, the Separate Account or the principal underwriter is a party or to which the assets of the Separate Account are subject that are likely to have a material adverse effect on the Separate Account or the ability of the principal underwriter to perform its contract with the Separate Account or of the Depositor to meet its obligations under the policies.

Principal Underwriter/Distributor

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company affiliated with the Depositor, is the principal distributor and underwriter of the securities offered through the prospectus. JH Distributors acts as the principal distributor of a number of other life insurance and annuity products we and our affiliates offer or maintain. JH

2 Table Of Contents

Distributors also acts as the principal underwriter of John Hancock Variable Insurance Trust (the “Trust”), whose securities are used to fund certain variable investment options under the policies and under other life insurance and annuity products we offer or maintain.

JH Distributors’ principal address is 601 Congress Street, Boston, MA 02210, and it also maintains offices with us at 197 Clarendon Street, Boston, MA 02116. JH Distributors is a broker-dealer registered under the Securities Act of 1934 (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. Our affiliate Signator Investors, Inc. is one such broker-dealer.

The aggregate dollar amount of underwriting commissions paid to JH Distributors by the Depositor and its affiliates in connection with the sale of variable life products in 2014, 2013, and 2012 was $132,392,739, $119,574,297 and $156,801,522, respectively. JH Distributors did not retain any of these amounts during such periods.

The registered representative through whom your policy is sold will be compensated pursuant to the registered representative’s own arrangement with his or her broker-dealer. Compensation to broker-dealers for the promotion and sale of the policies is not paid directly by policy owners but will be recouped through the fees and charges imposed under the policy.

Additional compensation and revenue sharing arrangements may be offered to certain broker-dealer firms and other financial intermediaries. The terms of such arrangements may differ among firms we select based on various factors. In general, the arrangements involve three types of payments or any combination thereof:

• Fixed dollar payments: The amount of these payments varies widely. JH Distributors may, for example, make one or more payments in connection with a firm’s conferences, seminars or training programs, seminars for the public, advertising and sales campaigns regarding the policies, to assist a firm in connection with its systems, operations and marketing expenses, or for other activities of a selling firm or wholesaler. JH Distributors may make these payments upon the initiation of a relationship with a firm, and at any time thereafter.

• Payments based upon sales: These payments are based upon a percentage of the total amount of money received, or anticipated to be received, for sales through a firm of some or all of the insurance products that we and/or our affiliates offer. JH Distributors makes these payments on a periodic basis.

• Payments based upon “assets under management”: These payments are based upon a percentage of the policy value of some or all of our (and/or our affiliates’) insurance products that were sold through the firm. JH Distributors makes these payments on a periodic basis.

Our affiliated broker-dealer, Signator Investors, Inc., may pay its respective registered representatives additional cash incentives, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Additional Information About Charges

A policy will not be issued until the underwriting process has been completed to our satisfaction. The underwriting process generally includes the obtaining of information concerning your age, medical history, occupation and other personal information. This information is then used to determine the cost of insurance charge.

3 Table Of Contents

Reduction in Charges

The policy is available for purchase by corporations and other groups or sponsoring organizations. Group or sponsored arrangements may include reduction or elimination of withdrawal charges and deductions for employees, officers, directors, agents and immediate family members of the foregoing. We reserve the right to reduce any of the policy’s charges on certain cases where it is expected that the amount or nature of such cases will result in savings of sales, underwriting, administrative, commissions or other costs. Eligibility for these reductions and the amount of reductions will be determined by a number of factors, including the number of lives to be insured, the total premiums expected to be paid, total assets under management for the policyowner, the nature of the relationship among the insured individuals, the purpose for which the policies are being purchased, expected persistency of the individual policies, and any other circumstances which we believe to be relevant to the expected reduction of its expenses. Some of these reductions may be guaranteed and others may be subject to withdrawal or modifications, on a uniform case basis. Reductions in charges will not be unfairly discriminatory to any policyowners. We may modify from time to time, on a uniform basis, both the amounts of reductions and the criteria for qualification.

333-100567

333-126668

333-152409

4

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

John Hancock Life Insurance Company (U.S.A.)

For the Years Ended December 31, 2014, 2013 and 2012

With Report of Independent Auditors

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

Years Ended December 31, 2014, 2013 and 2012

Contents

Report of Independent Auditors	F-1
Statutory-Basis Financial Statements
Balance Sheets- Statutory-Basis	F-3
Statements of Operations- Statutory-Basis	F-5
Statements of Changes in Capital and Surplus- Statutory-Basis	F-6
Statements of Cash Flow- Statutory-Basis	F-7
Notes to Statutory-Basis Financial Statements	F-8

Report of Independent Auditors

The Board of Directors and Shareholder

John Hancock Life Insurance Company (U.S.A.)

We have audited the accompanying statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) (the Company), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, changes in capital and surplus, and cash flow for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation. Management also is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, to meet the requirements of Michigan the financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation, which practices differ from U.S. generally accepted accounting principles. The variances between such practices and U.S. generally accepted accounting principles and the effects on the accompanying financial statements are described in Note 2.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the effects of the matter described in the preceding paragraph, the statutory-basis financial statements referred to above do not present fairly, in conformity with U.S. generally accepted accounting principles, the financial position of the Company at December 31, 2014 and 2013, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2014.

F-1

Opinion on Statutory-Basis of Accounting

However, in our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period December 31, 2014 in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 25, 2015

F-2

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

BALANCE SHEETS – STATUTORY BASIS

	December 31,
	2014		2013
	(in millions)
Admitted assets
Cash and invested assets:
Bonds	$	49,226	$	47,948
Stocks:
Preferred stocks		26		33
Common stocks		477		343
Investments in affiliates		2,911		2,866
Mortgage loans on real estate		11,519		12,221
Real estate:
Company occupied		300		305
Investment properties		5,203		5,304
Cash, cash equivalents and short-term investments		7,702		4,749
Policy loans		5,039		5,189
Derivatives		10,458		5,709
Receivable for collateral on derivatives		400		-
Receivable for securities		10		19
Other invested assets		5,978		5,275
Total cash and invested assets		99,249		89,961
Investment income due and accrued		887		892
Premiums due and deferred		388		410
Amounts recoverable from reinsurers		196		172
Funds held by or deposited with reinsured companies		1,958		1,984
Other reinsurance receivable		439		666
Amounts due from affiliates		247		358
Other assets		2,364		1,887
Assets held in separate accounts		140,164		142,766
Total admitted assets	$	245,892	$	239,096

The accompanying notes are an integral part of these statutory-basis financial statements.

F-3

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

BALANCE SHEETS – STATUTORY BASIS – (CONTINUED)

	December 31,
	2014			2013
	(in millions)
Liabilities and capital and surplus
Liabilities:
Policy and contract obligations:
Policy reserves	$	69,184		$	67,065
Policyholders’ and beneficiaries funds		3,834			3,919
Consumer notes		411			644
Dividends payable to policyholders		574			585
Policy benefits in process of payment		556			547
Other amount payable on reinsurance		1,039			443
Other policy obligations		78			77
Total policy and contract obligations		75,676			73,280
Payable to parent and affiliates		3,073			1,713
Transfers to (from) separate account, net		(1,390	)		(1,368	)
Asset valuation reserve		1,927			1,374
Reinsurance in unauthorized companies		3			6
Funds withheld from unauthorized reinsurers		8,873			6,681
Interest maintenance reserve		1,745			1,790
Current federal income taxes payable		-			215
Net deferred tax liability		456			204
Derivatives		5,229			4,046
Payables for collateral on derivatives		2,939			734
Payables for securities		26			111
Other general account obligations		1,843			1,735
Obligations related to separate accounts		140,164			142,766
Total liabilities		240,564			233,287
Capital and surplus:
Preferred stock (par value $1; 50,000,000 shares authorized; 100,000 shares issued and outstanding at December 31, 2014 and 2013)		-			-
Common stock (par value $1; 50,000,000 shares authorized; 4,728,939 shares issued and outstanding at December 31, 2014 and 2013)		5			5
Paid-in surplus		3,196			3,196
Surplus notes		990			990
Unassigned surplus		1,137			1,618
Total capital and surplus		5,328			5,809
Total liabilities and capital and surplus	$	245,892		$	239,096

The accompanying notes are an integral part of these statutory-basis financial statements.

F-4

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF OPERATIONS – STATUTORY-BASIS

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Premiums and other revenues:
Life, long-term care and annuity premiums	$	12,738		$	12,882		$	7,554
Consideration for supplementary contracts with life contingencies		183			266			342
Net investment income		4,297			4,551			4,221
Amortization of interest maintenance reserve		176			183			180
Commissions and expense allowance on reinsurance ceded		817			1,224			749
Reserve adjustment on reinsurance ceded		(10,652	)		(9,775	)		(8,936	)
Separate account administrative and contract fees		1,841			1,848			1,815
Other revenue		467			188			201
Total premiums and other revenues		9,867			11,367			6,126
Benefits paid or provided:
Death, surrender and other contract benefits, net		9,064			7,710			6,728
Annuity benefits		1,733			1,784			1,602
Disability and long-term care benefits		584			542			514
Interest and adjustments on policy or deposit-type funds		125			132			123
Payments on supplementary contracts with life contingencies		170			159			137
Increase (decrease) in life and long-term care reserves		2,161			1,017			(3,915	)
Total benefits paid or provided		13,837			11,344			5,189
Insurance expenses and other deductions:
Commissions and expense allowance on reinsurance assumed		1,203			1,360			1,323
General expenses		972			1,092			1,088
Insurance taxes, licenses and fees		138			150			151
Net transfers to (from) separate accounts		(8,229	)		(6,388	)		(3,608	)
Investment income ceded		4,954			(1,356	)		851
Other deductions		21			14			40
Total insurance expenses and other deductions		(941	)		(5,128	)		(155	)
Income (loss) from operations before dividends to policyholders, federal income taxes and net realized capital gains (losses)		(3,029	)		5,151			1,092
Dividends to policyholders		77			81			57
Income (loss) from operations before federal income taxes and net realized capital gains (losses)		(3,106	)		5,070			1,035
Federal income tax expense (benefit)		(716	)		262			(752	)
Income (loss) from operations before net realized capital gains (losses)		(2,390	)		4,808			1,787
Net realized capital gains (losses)		(74	)		(1,793	)		(1,566	)
Net income (loss)	$	(2,464	)	$	3,015		$	221

The accompanying notes are an integral part of these statutory-basis financial statements.

F-5

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS – STATUTORY-BASIS

	Preferred and Common Stock		Paid-in Surplus		Surplus Notes		Unassigned Surplus (Deficit)			Total Capital and Surplus
	(in millions)
Balances at January 1, 2012	$	5	$	3,196	$	989	$	781		$	4,971
Net income (loss)								221			221
Change in net unrealized capital gains (losses)								698			698
Change in net deferred income tax								71			71
Decrease (increase) in non-admitted assets								10			10
Change in liability for reinsurance in unauthorized reinsurance								2			2
Decrease (increase) in asset valuation reserves								130			130
Change in surplus as a result of reinsurance								(240	)		(240	)
Other adjustments, net						1		(70	)		(69	)
Balances at December 31, 2012		5		3,196		990		1,603			5,794
Net income (loss)								3,015			3,015
Change in net unrealized capital gains (losses)								(1,455	)		(1,455	)
Change in net deferred income tax								(347	)		(347	)
Decrease (increase) in non-admitted assets								(12	)		(12	)
Change in liability for reinsurance in unauthorized reinsurance								-			-
Decrease (increase) in asset valuation reserves								(180	)		(180	)
Dividend paid to Parent								(300	)		(300	)
Change in surplus as a result of reinsurance								(573	)		(573	)
Other adjustments, net						-		(133	)		(133	)
Balances at December 31, 2013		5		3,196		990		1,618			5,809
Net income (loss)								(2,464	)		(2,464	)
Change in net unrealized capital gains (losses)								2,389			2,389
Change in net deferred income tax								973			973
Decrease (increase) in non-admitted assets								56			56
Change in liability for reinsurance in unauthorized reinsurance								3			3
Decrease (increase) in asset valuation reserves								(553	)		(553	)
Dividend paid to Parent								(500	)		(500	)
Change in surplus as a result of reinsurance								(252	)		(252	)
Other adjustments, net						-		(133	)		(133	)
Balances at December 31, 2014	$	5	$	3,196	$	990	$	1,137		$	5,328

The accompanying notes are an integral part of these statutory-basis financial statements.

F-6

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF CASH FLOW – STATUTORY-BASIS

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Operations
Premiums and other considerations collected, net of reinsurance	$	12,924		$	13,205		$	13,046
Net investment income received		4,399			4,635			4,402
Separate account fees		1,841			1,848			1,815
Commissions and expenses allowance on reinsurance ceded		817			1,224			962
Miscellaneous income		450			(172	)		6
Benefits and losses paid		(21,960	)		(20,462	)		(18,213	)
Net transfers from (to) separate accounts		8,206			6,493			3,587
Commissions and expenses (paid) recovered		(7,147	)		(1,572	)		(3,637	)
Dividends paid to policyholders		(89	)		(91	)		(180	)
Federal and foreign income and capital gain taxes (paid) recovered		(382	)		(1,195	)		477
Net cash provided by (used in) operating activities		(941	)		3,913			2,265
Investment activities
Proceeds from sales, maturities, or repayments of investments:
Bonds		20,471			19,130			16,404
Stocks		130			149			122
Mortgage loans on real estate		1,789			1,660			1,514
Real estate		1,053			22			17
Other invested assets		941			498			575
Miscellaneous proceeds		3			(2	)		2
Total investment proceeds		24,387			21,457			18,634
Cost of investments acquired:
Bonds		21,430			17,853			16,178
Stocks		234			78			195
Mortgage loans on real estate		1,088			1,813			1,644
Real estate		539			743			859
Other invested assets		1,281			882			1,223
Derivatives		739			1,916			1,399
Total cost of investments acquired		25,311			23,285			21,498
Net increase (decrease) in receivable/payable for securities and collateral on derivatives		(1,729	)		1,197			(631	)
Net increase (decrease) in policy loans		(150	)		140			34
Net cash provided by (used in) investment activities		955			(3,165	)		(2,267	)
Financing and miscellaneous activities
Borrowed funds		(232	)		(48	)		(19	)
Net deposits (withdrawals) on deposit-type contracts		(85	)		(134	)		20
Dividend paid to Parent		(500	)		(300	)		-
Repurchase agreements		-			(437	)		-
Other cash provided (applied)		3,756			14			976
Net cash provided by (used in) financing and miscellaneous activities		2,939			(905	)		977
Net increase (decrease) in cash, cash equivalents and short-term investments		2,953			(157	)		975
Cash, cash equivalents and short-term investments at beginning of year		4,749			4,906			3,931
Cash, cash equivalents and short-term investments at end of year	$	7,702		$	4,749		$	4,906
Non-cash investing activities during the year:
Transfer of assets for FDA reinsurance transaction	$	-		$	-		$	(4,984	)

The accompanying notes are an integral part of these statutory-basis financial statements.

F-7

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. Organization and Nature of Operations

John Hancock Life Insurance Company (U.S.A.) (“JHUSA” or the “Company”) is a wholly-owned subsidiary of The Manufacturers Investment Corporation (“MIC”). MIC is a wholly-owned subsidiary of John Hancock Financial Corporation (“JHFC”), which is an indirect, wholly-owned subsidiary of The Manufacturers Life Insurance Company (“MLI”). MLI, in turn, is a wholly-owned subsidiary of Manulife Financial Corporation (“MFC”), a Canadian-based, publicly traded financial services holding company.

The Company provides a wide range of financial protection and wealth management products and services to both individual and institutional customers located primarily in the United States. Through its insurance operations, the Company offers a variety of individual life insurance and individual and group long-term care insurance products that are distributed through multiple distribution channels, including insurance agents, brokers, banks, financial planners, and direct marketing. The Company also offers mutual fund products and services which include a variety of retirement products to retirement plans. The Company distributes these products through multiple distribution channels, including insurance agents and affiliated brokers, securities brokerage firms, financial planners, pension plan sponsors, pension plan consultants, and banks. In 2013, the Company discontinued sales of its structured settlements and single premium immediate annuity products. In 2012, the Company suspended new sales of its individual fixed and variable annuity products. The Company is licensed to sell insurance in 49 states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands.

John Hancock Distributors LLC (“JHD”), a registered broker-dealer and a wholly-owned subsidiary of the Company, acts as the principal underwriter of variable life contracts pursuant to a distribution agreement with the Company.

The Company has two wholly-owned life insurance subsidiaries, John Hancock Life Insurance Company of New York (“JHNY”) and John Hancock Life & Health Insurance Company (“JHLH”).

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known and may impact the amounts reported and disclosed herein.

Basis of Presentation

These financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Michigan Department of Insurance and Financial Services (the “Insurance Department”). The National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”) has been adopted as a component of practices prescribed or permitted by the State of Michigan. The Michigan Director of the Department of Insurance and Financial Services (the “Director”) has the authority to prescribe or permit other specific practices that deviate from prescribed practices. NAIC SAP practices differ from accounting principles generally accepted in the United States (“GAAP”) as described below.

Investments: Investments in bonds not backed by other loans are principally stated at amortized cost using the constant yield (interest) method. Bonds can also be stated at the lesser of amortized cost or fair value based on their NAIC designated rating. Non-redeemable preferred stocks, which have characteristics of equity securities, are reported at cost or lower of cost or market value as determined by the Securities Valuation Office of the NAIC (“SVO”) rating, and the related net unrealized capital gains (losses) are reported in unassigned surplus along with any adjustment for federal income taxes. Redeemable preferred stocks, which have characteristics of debt securities and are rated as medium quality or better, are reported at cost or amortized cost. All other redeemable preferred stocks are reported at the lower of cost, amortized cost, or fair value.

For bonds other than loan-backed and structured securities, the Company has a process in place to identify securities that could potentially have an impairment that is other-than-temporary. The Company recognizes other-than-temporary impairment losses on bonds with unrealized losses when either of the following two conditions exist: the entity either (1) has the intent to sell the debt security or (2) is more likely than not to be required to sell the debt security before its anticipated recovery. Declines in value due to credit difficulties are also considered to be other-than-temporarily impaired when the

F-8

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

Company does not have the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. The entire difference between amortized cost and fair value on such bonds with credit difficulties is recognized as an impairment loss in income.

Loan-backed and structured securities (i.e., collateralized mortgage obligations) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discounts or amortization of premiums of such securities using either the retrospective or prospective methods. The retrospective adjustment method is used to value all such securities, except principal-only and interest-only securities and such securities with NAIC designations of 3-6, which are valued using the prospective method. If it is determined that a decline in fair value is other-than-temporary, the cost basis of the security is written down to the present value of estimated future cash flows using the original effective interest rate inherent in the security.

Common stocks are primarily reported at fair value based on quoted market prices and the related net unrealized capital gains (losses) are reported in unassigned surplus, net of any adjustment for federal income taxes. There are no restrictions on common and preferred stocks.

Insurance subsidiaries are reported at their underlying statutory equity. Non-insurance subsidiaries, which have significant ongoing operations other than for the benefit of the Company and its affiliates, are reported at GAAP equity. Non-insurance subsidiaries, which have no significant ongoing operations other than for the benefit of the Company and its affiliates, are reported based on the underlying equity adjusted to a statutory-basis, plus the admitted portion of goodwill. Dividends from subsidiaries are included in net investment income. The remaining net change in the subsidiaries’ equity is included in the change in net unrealized capital gains (losses).

Realized capital gains (losses) on sales of securities are recognized using the first in first out (“FIFO) method. The cost basis of bonds and common and preferred stocks is adjusted for impairments in value deemed to be other-than-temporary and such adjustments are reported as a component of net realized capital gains (losses).

Mortgage loans on real estate are reported at unpaid principal balances, less an allowance for impairments. Valuation allowances, if necessary, are established for mortgage loans on real estate based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to unassigned surplus. A mortgage loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage agreement. When management determines foreclosure is probable and the impairment is other-than-temporary, the mortgage loan is written down and a realized loss is recognized.

Real estate occupied by the Company and real estate held for the production of income are reported at depreciated cost, net of related obligations. Real estate that the Company has the intent to sell is reported at the lower of depreciated cost or fair value, net of related obligations. Depreciation is calculated on a straight-line basis over the estimated useful lives of the properties. Investment income and operating expenses include rent for the Company’s occupancy of Company-owned properties

Cash equivalents are short-term highly liquid investments with original maturities of three months or less and are principally stated at amortized cost. Short-term investments include investments with maturities of one year or less and greater than three months at the date of acquisition and are principally stated at amortized cost.

Policy loans are reported at unpaid principal balances.

Derivative instruments that meet the criteria to qualify for hedge accounting are accounted for in a manner consistent with the item hedged (i.e., amortized cost or fair value with the related net unrealized capital gains (losses) reported in unassigned surplus along with any adjustment for federal income taxes). Derivative instruments that are entered into for other than hedging purposes or that do not meet the criteria to qualify for hedge accounting are accounted for at fair value, and the related changes in fair value are recognized as net unrealized capital gains (losses) reported in unassigned surplus, net of any adjustments for federal income taxes. Embedded derivatives are not accounted for separately from the host contract.

Other invested assets consist of ownership interests in partnerships and limited liability corporations (“LLCs”) which are carried based on the underlying GAAP equity, with the exception of affordable housing tax credit properties, which are

F-9

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

carried at amortized cost. The related net unrealized capital gains (losses) are reported in unassigned surplus, net of any adjustments for federal income taxes.

Interest Maintenance and Asset Valuation Reserves: Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains (losses) on sales of fixed income investments, principally bonds and mortgage loans, and interest-related hedging activities that are attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity based on groupings of individual securities sold in five-year bands. That net deferral is reported as the interest maintenance reserve (“IMR”) in the accompanying Balance Sheets. Realized capital gains (losses) are reported in income, net of federal income tax and transferred to the IMR. The asset valuation reserve (“AVR”) provides a valuation allowance for invested assets. The AVR is determined by an NAIC prescribed formula with changes reflected directly in unassigned surplus.

Subsidiaries: The accounts and operations of the Company’s subsidiaries are not consolidated with the accounts and operations of the Company.

Goodwill: Goodwill is admitted subject to an aggregate limitation of 10% of the capital and surplus in the most recently filed quarterly statement, excluding EDP equipment, operating system software, net deferred tax assets, and net positive goodwill. Goodwill is amortized over the period the Company benefits economically, not to exceed 10 years. Goodwill held by non-insurance subsidiaries is assessed in accordance with GAAP, subject to certain limitations for holding companies and foreign insurance subsidiaries.

Separate Accounts: Separate account assets and liabilities reported in the accompanying Balance Sheets represent funds that are separately administered, principally for annuity contracts and variable life insurance policies, and for which the contract holder, rather than the Company, bears the investment risk. Separate account obligations are intended to be satisfied from separate account assets and not from assets of the general account. Separate accounts are generally reported at fair value. The operations of the separate accounts are not included in the Statements of Operations; however, income earned on amounts initially invested by the Company in the formation of new separate accounts is included in other revenue. Fees charged to contract holders, principally mortality, policy administration, and surrender charges are included in separate account administrative and contract fees. The assets in the separate accounts are not pledged to others as collateral or otherwise restricted. For the years ended December 31, 2014, 2013 and 2012, there were no gains (losses) on transfers of assets from the general account to the separate account.

Nonadmitted Assets: Certain assets designated as nonadmitted, principally furniture and equipment, past due agents’ balances, and other assets not specifically identified as an admitted asset within the NAIC SAP are excluded from the accompanying Balance Sheets and are charged directly to unassigned surplus.

Policy Acquisition Costs: The costs of acquiring and renewing business are expensed when incurred.

Policy Reserves: Reserves for life, long-term care, annuity, and deposit-type contracts are developed by actuarial methods and are determined based on interest rates, mortality tables and valuation methods prescribed by the NAIC that will provide, in the aggregate, reserves that are greater than or equal to the maximum of guaranteed policy cash values or the amounts required by the Insurance Department.

• The Company waives deduction of deferred fractional premiums on the death of lives insured and annuity contract holders and returns any premium beyond the date of death. Surrender values on policies do not exceed the corresponding benefit reserves. Additional reserves are established when the results of asset adequacy testing indicate the need for such reserves or the net premiums exceed the gross premiums on any insurance in-force. This includes asset adequacy testing required under NAIC Actuarial Guideline 38 Section 8D (“AG 38 8D”). The Company held gross reserves of $641 million and $325 million for the calculation required under AG 38 8D, of which $446 million and $0 million was ceded to Manulife Reinsurance Limited (“MRL”) under an existing coinsurance transaction at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, the Company held reserves of $1,030 million and $1,018 million, respectively, on insurance in-force for which gross premiums were less than net premiums according to the standard of valuation set by the State of Michigan.

• Reserves for individual life insurance policies are maintained using the 1941, 1958, 1980, and 2001 Commissioner’s Standard Ordinary and American Experience Mortality Tables. Methods used include the net level premium method

F-10

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

principally for policies issued prior to 1978, a modified preliminary term method, and the Commissioner’s Reserve Valuation Method.

• Annuity and supplementary contracts with life contingency reserves are based principally on modifications of the 1937 Standard Annuity Table, the Group Annuity Mortality Tables for 1951, 1971, 1983, and 1994, the 1971 Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table, and the 2000 Individual Annuity Mortality Table.

• Liabilities related to policyholder funds left on deposit with the Company are generally equal to fund balances.

• Long-term care reserves are generally calculated using the one-year preliminary term method based on various mortality, morbidity, and lapse tables.

• The mean reserve method is used to adjust the calculated terminal reserve to the appropriate reserve at December 31, 2014 or 2013. Mean reserves are determined by computing the terminal reserve for the plan at the rated age and assuming annual premiums have been paid as of the valuation date. For certain policies with substandard table ratings, mean reserves are based on rated mortality from 125% to 500% of standard rating; for certain policies with flat extra ratings, mean reserves are based on standard mortality rates increased by 1 to 25 deaths per thousand. An asset is recorded for deferred premiums, net of loading, to adjust the reserve for modal premium payments.

• For long-term care, the interpolated reserve method is used to adjust the calculated terminal reserve, and in addition an unearned premium reserve is held.

• Tabular interest, tabular less actual reserve released, and tabular costs have been determined by formula. Tabular interest on funds not involving life contingencies is calculated as one percent of the product of such valuation rate of interest times the mean of the amount of funds subject to such valuation rate of interest held at the beginning and end of the valuation year.

• From time to time, the Company finds it appropriate to modify certain required policy reserves because of changes in actuarial assumptions. Reserve modifications resulting from such determinations are recorded directly to unassigned surplus.

• Reserves for variable deferred annuity contracts are calculated in accordance with NAIC Actuarial Guideline 43, and primarily use the 1994 Minimum Guaranteed Death Benefit or Annuity 2000 tables. The reserve is based on the present value of accumulated losses from the perspective of the Company. The liability is evaluated under both a standard scenario and stochastic scenario, and the Company holds the higher of the standard or stochastic values.

Reinsurance: Reinsurance ceded contracts do 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 the reinsurance agreements. Failure of the reinsurers to honor their obligations could result in losses to the Company; consequently, estimates are established for amounts deemed or estimated to be uncollectible. To minimize its exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from similar characteristics of the insurer.

Premiums, commissions, expense reimbursements, benefits, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other companies have been reported as a reduction of premium income. Amounts applicable to reinsurance ceded for future policy benefits, unearned premium reserves, and claim liabilities have been reported as reductions of these items.

The Company records a liability for unsecured policy reserves ceded to reinsurers not authorized in the State of Michigan to assume such business. Changes to those amounts are credited or charged directly to unassigned surplus. Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves. Commissions allowed by reinsurers on business ceded are reported as income when received. Investment income ceded includes separate account fee income, net investment income and realized investment and other gains (losses), which was ceded to the affiliated reinsurers. NAIC SAP

F-11

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

prescribes that no gain be recognized upon inception of a reinsurance treaty. The initial consideration is recorded directly to unassigned surplus and released into income over the life of the treaty.

Federal Income Taxes: Total federal income taxes are based upon the Company’s best estimate of its current and deferred tax assets or liabilities. Current tax expense is reported in the statements of operations as federal income tax expense if resulting from operations and within net unrealized capital gains (losses) if resulting from capital transactions. Changes in the balances of deferred taxes, which provide for book versus tax temporary differences, are subject to limitations and are reported within various lines within surplus. Accordingly, the reporting of statutory to tax temporary differences, such as reserves and policy acquisition costs, and of statutory to tax permanent differences, such as tax-exempt interest and tax credits, results in effective tax rates in the statements of operations that differ from the federal statutory tax rate.

Participating Insurance and Policyholder Dividends: Participating business represented approximately 26% and 27% of the Company’s aggregate reserve for life contracts at December 31, 2014 and 2013. The amount of policyholders’ dividends to be paid is approved annually by the Company’s Board of Directors. Policyholder dividends are recognized when declared rather than over the term of the related policies. The determination of the amount of policyholder dividends is complex and varies by policy type. In general, the aggregate amount of policyholders’ dividends is calculated based upon actual interest, mortality, morbidity, persistency, and expense experience for the year, as well as management’s judgment as to the appropriate level of statutory surplus to be retained by the Company. John Hancock Life Insurance Company (“JHLICO”) was a predecessor company that was merged into JHUSA on December 31, 2009. For additional information on the closed blocks, see the Closed Blocks Note.

Surplus Notes: Surplus notes are reported in capital and surplus, and the interest expense is not accrued unless approved for payment by the Insurance Department.

Statements of Cash Flow: Cash, cash equivalents and short-term investments in the statements of cash flow represent movements of cash and highly liquid debt investments with initial maturities of one year or less.

Premiums and Benefits: Premiums for whole, term, and universal life, long-term care, annuity policies, guaranteed interest, and group annuity contracts with any mortality and morbidity risk are recognized as revenue when due. Revenues for universal life and annuity policies with mortality or morbidity risk, except for guaranteed interest, term certain supplementary contracts, and funding agreements, consist of the entire premium received. Premiums received for annuity policies, guaranteed interest, funding agreements, variable universal life, and group annuity contracts without mortality or morbidity risk are recorded using deposit accounting and are credited directly to an appropriate policy reserve account, without recognizing premium revenue. Benefits incurred represent the total of death benefits paid, annuity benefits paid and the change in policy reserves.

Policy and Contract Claims: Policy and contract claims are determined on an individual-case basis for reported losses. Estimates of incurred but not reported losses are developed on the basis of past experience.

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the Company receives knowledge of an insurance insolvency.

Reclassifications: Certain prior year amounts in the Company’s statutory-basis financial statements have been reclassified to conform to the current year financial statement presentation.

Variances Between NAIC SAP and GAAP: The more significant variances from GAAP are: (a) bonds would generally be reported at fair value; (b) changes in the fair value of derivative financial instruments would generally be reported as revenue unless deemed an effective hedge; (c) embedded derivatives would be bifurcated from the underlying contract or security and accounted for separately at fair value; (d) income recognition on partnerships and LLCs, which are accounted for under the equity method, would not be limited to the amount of cash distribution; (e) majority-owned noninsurance subsidiaries, variable interest entities where the Company is the primary beneficiary, and certain other controlled entities would be consolidated; (f) changes in the balances of deferred income taxes would generally be included in net income; (g) market value adjusted (“MVA”) annuity products would be reported in the general account of the Company; (h) all assets, subject to valuation allowances, would be recognized; (i) reserves would generally be based upon the net level premium method or the estimated gross margin method with estimates of future mortality, morbidity, persistency and interest; (j) reinsurance ceded, unearned ceded premium and unpaid ceded claims would be reported as an asset; (k) AVR and IMR would not be recorded; (l) changes to the mortgage loan valuation allowance would be reported in income; (m) surplus notes would be reported as

F-12

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

liabilities; (n) premiums received in excess of policy charges for universal life and annuity policies would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values; (o) certain acquisition costs, such as commissions and other variable costs, directly related to acquiring new business are charged to current operations as incurred, would generally be capitalized and amortized based on profit emergence over the expected life of the policies or over the premium payment period; and (p) changes in unrealized capital gains (losses) and foreign currency translations would be presented as other comprehensive income.

3. Permitted Statutory Accounting Practices

The financial statements of the Company are presented in conformity with accounting practices prescribed or permitted by the Insurance Division.

For determining the Company’s solvency under the State of Michigan’s insurance laws and regulations, the Insurance Department recognizes only statutory accounting practices prescribed or permitted by the State of Michigan for determining and reporting the financial condition and results of operations of the Company. NAIC SAP has been adopted as a component of prescribed or permitted practices by the State of Michigan. The Director has the authority to prescribe or permit other specific practices that deviate from prescribed practices.

As of December 31, 2014 and 2013, the Director had not prescribed or permitted the Company to use any accounting practices that would result in the Company’s income or financial position to deviate from NAIC SAP.

4. Accounting Changes

Accounting changes adopted to conform to the provisions of NAIC SAP are reported as changes in accounting principles. The cumulative effect of changes in accounting principles is reported as an adjustment to unassigned surplus in the period of the change in accounting principle. The cumulative effect is the difference between the amount of unassigned surplus at the beginning of the year and the amount of unassigned surplus that would have been reported at that date if the new accounting principle had been applied retrospectively.

Adoption of New Accounting Standards

In March 2014, the NAIC adopted updated guidance regarding derivatives. The new guidance permits a company to designate the Fed Funds Effective Swap Rate (also referred to as the “Overnight Index Swap Rate” or “OIS”) as the hedged risk (or benchmark interest rate) in both cash flow and fair values hedges. The updated guidance also removed the requirement that similar hedges designate the same benchmark rate. The adoption of this guidance did not impact the Company’s Balance Sheets or Statements of Operations.

Future Adoption of New Accounting Standards

In December 2014, the NAIC adopted Actuarial Guideline 48 (“AG 48”) which intends to bring uniformity to the regulation of XXX and AXXX business subject to life insurer-owned captive reinsurance arrangements. The guidance requires the appointed actuary of the ceding company to perform an analysis of the amount and type of assets backing collateral. AG 48’s actuarial method determines the amount of “high quality assets” which must back collateral and is based on calculations from the NAIC principle based reserving valuation manual. Certified reinsurers as well as licensed and accredited reinsurers with no permitted practices will be exempt from AG 48. Additionally, AG 48 does not apply to policies that were issued prior to January 1, 2015 and included in a reserve financing arrangement as of December 31, 2014. As such, the adoption of AG 48 is not expected to have any material impact on the Company’s Balance Sheets or Statements of Operations.

Reconciliation Between Audited Financial Statements and NAIC Annual Statements

There were no differences in net income (loss) or capital and surplus between the audited financial statements and the NAIC statements as filed as of and for the years ended December 31, 2014, 2013 and 2012.

F-13

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments

Bonds

The carrying value and fair value of the Company’s investments in bonds are summarized as follows:

	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
December 31, 2014:
U.S. government and agencies	$	5,420	$	863	$	(1	)	$	6,282
States and political subdivisions		2,842		606		-			3,448
Foreign governments		2,849		205		(10	)		3,044
Corporate bonds		31,347		3,633		(140	)		34,840
Mortgage-backed and asset-backed securities		6,768		618		(49	)		7,337
Total bonds	$	49,226	$	5,925	$	(200	)	$	54,951
December 31, 2013:
U.S. government and agencies	$	6,988	$	90	$	(356	)	$	6,722
States and political subdivisions		2,721		213		(36	)		2,898
Foreign governments		3,000		137		(37	)		3,100
Corporate bonds		28,367		2,252		(574	)		30,045
Mortgage-backed and asset-backed securities		6,872		498		(108	)		7,262
Total bonds	$	47,948	$	3,190	$	(1,111	)	$	50,027

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2014, by contractual maturity, is as follows:

	Carrying Value		Fair Value
	(in millions)
Due in one year or less	$	1,399	$	1,429
Due after one year through five years		6,929		7,287
Due after five years through ten years		7,282		7,645
Due after ten years		26,848		31,253
Mortgage-backed and asset-backed securities		6,768		7,337
Total	$	49,226	$	54,951

The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

The Company maintains assets which are pledged as collateral in connection with various agreements and transactions. Additionally, the Company holds assets on deposit with government authorities as required by state law. The following table summarizes the carrying value or fair value, as applicable, of the pledged or deposited assets:

F-14

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

	December 31,
	2014		2013
	(in millions)
At fair value:
Bonds pledged in support of over-the-counter derivative instruments	$	125	$	831
Bonds pledged in support of exchange-traded futures		498		264
Bonds and cash pledged in support of cleared interest rate swaps		551		253
Total fair value	$	1,174	$	1,348
At carrying value:
Bonds on deposit with government authorities	$	16	$	26
Mortgage loans pledged in support of real estate		45		47
Bonds held in trust		132		92
Pledged collateral under reinsurance agreements		2,800		2,510
Total carrying value	$	2,993	$	2,675

At December 31, 2014 and 2013, the Company held below investment grade corporate bonds of $2,096 million and $2,428 million, with an aggregate fair value of $2,197 million and $2,551 million, respectively. The Company performs periodic evaluations of the relative credit standing of the issuers of these bonds.

The Company has a process in place to identify securities that could potentially have an impairment that is other-than-temporary. This process involves monitoring market events that could impact issuers’ credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts, and cash flow projections as indicators of credit issues.

At the end of each quarter, the MFC Loan Review Committee reviews all securities where there is evidence of impairment or a significant unrealized loss at the Balance Sheet date. Generally, securities with market value less than 60 percent of amortized cost for six months or more indicate an impairment is present. Accordingly, securities in this category are normally deemed impaired unless there is clear evidence they should not be impaired. The analysis focuses on each company’s or project’s ability to service its debts in a timely fashion and the length of time the security has been trading below amortized cost. The results of this analysis are reviewed by the Transaction and Portfolio Review Committee at MFC. This committee includes MFC’s Chief Financial Officer, Chief Investment Officer, Chief Risk Officer, Chief Credit Officer, and other senior management. This quarterly process includes a fresh assessment of the credit quality of each investment in the entire fixed maturity security portfolio.

The Company considers relevant facts and circumstances in evaluating whether the impairment of a security is other-than-temporary. Relevant facts and circumstances considered include (1) the length of time the fair value has been below cost; (2) the financial position of the issuer, including the current and future impact of any specific events; and (3) the Company’s ability and intent to hold the security to maturity or until it recovers in value. To the extent the Company determines that a security, other than loan-backed and structured securities, is deemed to be other-than-temporarily impaired, the difference between amortized cost and fair value would be charged to income. For loan-backed and structured securities in an unrealized loss position, where the Company does not intend to sell or is not likely to be required to sell the security, the Company calculates an other-than-temporary impairment loss by subtracting the net present value of the projected future cash flows of the security from the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The projection of future cash flows is subject to the same analysis the Company applies to its overall impairment evaluation process, as noted above, which incorporates security specific information such as late payments, downgrades by rating agencies, key financial ratios, financial statements, and fundamentals of the industry and geographic area in which the issuer operates, as well as overall macroeconomic conditions. The cash flow estimates, including prepayment assumptions, are based on data from third-party data sources or internal estimates, and are driven by assumptions regarding the underlying collateral, including default rates, recoveries, and changes in value.

There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if impairment is other-than-temporary. These risks and uncertainties include (1) the risk that the Company’s assessment of an

F-15

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

issuer’s ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer; (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated; (3) the risk that fraudulent information could be provided to the Company’s investment professionals who determine the fair value estimates and other-than-temporary impairments; and (4) the risk that new information obtained by the Company or changes in other facts and circumstances lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to income in a future period.

The impact of Other-Than-Temporary Impairments (OTTI) on Carrying Values (CV), including the Present Value (PV) of Cash Flows (CF) less than Book Value (BV), is as follows:

	December 31, 2014
	CV Before OTTI		Interest OTTI		Credit OTTI		CV After OTTI		Fair Value
	(in millions)
Aggregate PV of CFs less than BV	$	33	$	-	$	5	$	28	$	28
Aggregate intent to sell		-		-		-		-		-
Aggregate lack of intent or inability to sell		-		-		-		-		-
Total	$	33	$	-	$	5	$	28	$	28
	December 31, 2013
	CV Before OTTI		Interest OTTI		Credit OTTI		CV After OTTI		Fair Value
	(in millions)
Aggregate PV of CF’s less than BV	$	106	$	8	$	50	$	56	$	48
Aggregate intent to sell		-		-		-		-		-
Aggregate lack of intent or inability to sell		-		-		-		-		-
Total	$	106	$	8	$	50	$	56	$	48

F-16

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

The following tables disclose the impact of Other-Than-Temporary Impairments (OTTI) on Carrying Values (CV), including the Net Present Value (NPV) of Projected Cash Flows (CF) less than Book Value (BV) by CUSIP:

Year Ended December 31, 2014

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair         Value
00075XAE7	$	1	$	1	$	-	$	1	$	1
12669FUY7		-		-		-		-		-
361849RK0		15		14		1		14		14
126670AJ7		-		-		-		-		-
126673WJ7		-		-		-		-		-
126673WK4		-		-		-		-		-
12669ERQ1		4		3		1		3		3
12669FD67		-		-		-		-		-
50180LAP5		4		3		1		3		3
55265KS42		-		-		-		-		-
75970NAR8		1		1		-		1		1
75970NBK2		1		1		-		1		1
126673WJ7		-		-		-		-		-
12669FD59		2		1		1		1		1
55265KS34		1		1		-		1		1
59020UAZ8				-		-		-		-
75970NAR8		1		1		-		1		1
75970NBK2		-		-		-		-		-
94981QAZ1		-		-		-		-		-
50180LAP5		3		2		1		2		2
75970NBK2		-		-		-		-		-
Total	$	33	$	28	$	5	$	28	$	28

F-17

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Year Ended December 31, 2013

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair         Value
03927RAC8	$	1	$	-	$	1	$	-	$	-
07387BEN9		1		-		-		-		-
12669E7D2		1		-		-		-		-
20047NAM4		2		-		2		-		-
22541SWR5		3		-		3		-		-
22608WAP4		7		-		6		-		-
36170UCA7		1		-		1		-		-
36170UCR0		1		-		1		-		-
36828QLA2		3		2		1		2		1
396789KD0		6		5		2		5		3
46625M7D5		1		1		-		1		1
46625YBQ5		2		1		1		1		1
48123HAA1		7		3		4		3		3
50211NAG4		6		-		6		-		-
52108H3R3		1		-		1		-		-
55265KS42		1		1		-		1		-
949808BE8		1		-		-		-		-
07388NAH9		7		5		3		5		5
396789KD0		5		3		3		3		3
46625YDU4		4		1		3		1		1
55265KS42		1		1		-		1		1
75970NBK2		1		1		1		1		1
00764MDY0		3		2		-		2		2
396789KD0		2		1		1		1		1
46625YDS9		6		4		3		4		4
52108HL28		13		9		4		9		5
07383F4H8		3		2		1		2		2
07388NAH9		5		5		-		5		5
07388PAL5		5		4		1		4		4
52108HL28		6		5		1		5		5
Total	$	106	$	56	$	50	$	56	$	48

F-18

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

All impaired securities which have fair value less than cost or amortized cost, for which an other-than-temporary impairment has not been recognized in income as a realized loss, including securities with a recognized other-than-temporary impairment for non-interest related declines when a non-recognized interest related impairment remains:

	December 31,
	2014		2013
	(in millions)
Continuous Unrealized Losses
Less than 12 months	$	-	$	(1)
12 months or longer		-		-
Fair Value of Securities with Continuous Unrealized Losses
Less than 12 months		3		7
12 months or longer		4		2

F-19

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

The following table shows gross unrealized losses and fair values of bonds, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 months					12 months or more					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
						(in millions)
December 31, 2014:
U.S. government and agencies	$	94	$	-		$	58	$	(1	)	$	152	$	(1	)
States and political subdivisions		8		-			8		-			16		-
Foreign governments		80		-			52		(10	)		132		(10	)
Corporate bonds		2,033		(45	)		2,651		(95	)		4,684		(140	)
Mortgage-backed and asset-backed securities		412		(8	)		459		(41	)		871		(49	)
Total	$	2,627	$	(53	)	$	3,228	$	(147	)	$	5,855	$	(200	)
	Less than 12 months					12 months or more					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
						(in millions)
December 31, 2013:
U.S. government and agencies	$	4,485	$	(283	)	$	301	$	(73	)	$	4,786	$	(356	)
States and political subdivisions		405		(21	)		65		(15	)		470		(36	)
Foreign governments		1,738		(25	)		284		(12	)		2,022		(37	)
Corporate bonds		6,654		(376	)		1,528		(198	)		8,182		(574	)
Mortgage-backed and asset-backed securities		1,268		(40	)		589		(68	)		1,857		(108	)
Total	$	14,550	$	(745	)	$	2,767	$	(366	)	$	17,317	$	(1,111	)

At December 31, 2014 and 2013, there were 574 and 945 bonds that had a gross unrealized loss, of which the single largest unrealized loss was $12 million and $87 million, respectively. The Company anticipates that these bonds will perform in accordance with their contractual terms and the Company currently has the ability and intent to hold these bonds until they recover or mature. Unrealized losses can be created by rising interest rates or by rising credit concerns and hence widening credit spreads. Credit concerns are apt to play a larger role in the unrealized loss on below investment grade securities. Unrealized losses on investment grade securities principally relate to changes in interest rates or changes in credit spreads since the securities were acquired. Credit rating agencies’ statistics indicate that investment grade securities have been found to be less likely to develop credit concerns.

For the years ended December 31, 2014, 2013 and 2012, realized capital losses include $24 million, $88 million, and $108 million related to bonds that have experienced an other-than-temporary decline in value and were comprised of 21, 43, and 78 securities, respectively. These are primarily made up of impairments on public and private bonds and sub-prime mortgage-backed securities.

The total recorded investment in restructured corporate bonds at December 31, 2014, 2013 and 2012 was $17 million, $0 million, and $0 respectively. There were 2, 0, and 0 restructured corporate bonds for which an impairment was recognized during 2014, 2013 and 2012, respectively. The Company accrues interest income on impaired securities to the extent deemed

F-20

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

collectible and the loan continues to perform under its original or restructured contractual terms. Interest income on non-performing loans generally is recognized on a cash basis.

The sales of investments in bonds resulted in the following:

	December 31,
	2014			2013			2012
	(in millions)
Proceeds	$	18,292		$	14,555		$	14,297
Realized gross gains		579			244			529
Realized gross losses		(111	)		(483	)		(79	)

The Company had no nonadmitted accrued investment income from bonds (unaffiliated) at December 31, 2014 and 2013.

Affiliate Transactions

In 2014, JHUSA sold certain bonds to an affiliate, MLI. These bonds had a book value of $178 million and a fair value of $206 million at the date of the transaction. The Company recognized $28 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA sold certain bonds to an affiliate, Manufacturers International Limited (Hong Kong) (“MIL”). These bonds had a book value of $371 million and a fair value of $433 million in exchange for certain bonds from MIL with a book value of $389 million and fair value of $435 million at the date of the transaction. The Company recognized $62 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA sold certain bonds to an affiliate, John Hancock Reassurance Company Limited (“JHRECO”). These bonds had a book value of $244 million and fair value of $284 million in exchange for certain bonds from JHRECO with a book value of $282 million and fair value of $291 million at the date of the transaction. The Company recognized $41 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA acquired certain and sold certain bonds from an affiliate, JHNY. These bonds had a net book value of $165 million and a fair value of $188 million at the date of the transactions. The Company recognized $1 million in pre-tax realized gains before transfer to IMR.

In 2014, JHUSA acquired certain bonds from an affiliate, JHLH. These bonds had a book value of $69 million and a fair value of $72 million at the date of the transaction.

In 2013, JHUSA sold certain bonds to an affiliate, Manulife International Limited. These bonds had a book value of $397 million and a fair value of $454 million at the date of the transaction. The Company recognized $57 million in pre-tax realized gains before transfer to IMR.

In 2013, JHUSA sold certain bonds to an affiliate, JHRECO. These bonds had a book value of $184 million and a fair value of $181 million at the date of the transaction. The Company recognized $3 million in pre-tax realized losses before transfer to IMR.

In 2013, JHUSA sold certain and acquired certain bonds from an affiliate, MLI (Bermuda Branch). The bonds had a net book value of $338 million and a fair value of $372 million at the date of the transaction. The Company recognized $27 million in pre-tax realized gains before transfer to IMR.

F-21

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Preferred and Common Stocks

Unrealized gains and losses on investments in preferred and common stocks are reported directly in unassigned surplus and do not affect operations. The gross unrealized gains and losses on, and the cost and fair values of, those investments are summarized as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
December 31, 2014:
Preferred stocks:
Nonaffiliated	$	29	$	18	$	(1)	$	46
Affiliates		3		-		(3)		-
Common stocks:
Nonaffiliated		420		71		(14)		477
Affiliates*		971		1,947		(7)		2,911
Total stocks	$	1,423	$	2,036	$	(25)	$	3,434
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
December 31, 2013:
Preferred stocks:
Nonaffiliated	$	35	$	17	$	(2)	$	50
Affiliates		3		-		(3)		-
Common stocks:
Nonaffiliated		290		60		(7)		343
Affiliates*		952		1,922		(8)		2,866
Total stocks	$	1,280	$	1,999	$	(20)	$	3,259

* Affiliates — fair value represents the carrying value

At December 31, 2014 and 2013, there were 134 and 110 nonaffiliated equity securities that had a gross unrealized loss excluding securities that have been written down to zero. The single largest unrealized loss was $3 million and $3 million at December 31, 2014 and 2013, respectively. The Company anticipates that these equity securities will recover in value in the near term.

The Company has a process in place to identify equity securities that could potentially have an impairment that is other-than-temporary. The Company considers relevant facts and circumstances in evaluating whether the impairment of a security is other-than-temporary. Relevant facts and circumstances include (1) the length of time the fair value has been below cost; (2) the financial position of the issuer; and (3) the Company’s ability and intent to hold the security until it recovers. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, the difference between book value and fair value would be charged to income.

For the years ended December 31, 2014, 2013 and 2012, realized capital losses include $2 million, $5 million, $5 million and related to preferred and common stocks that have experienced an other-than-temporary decline in value and were comprised of 33, 69, and 124 securities, respectively. These are primarily made up of impairments on public and private common stocks.

F-22

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Mortgage Loans on Real Estate

At December 31, 2014 and 2013, the mortgage loan portfolio was diversified by geographic region and specific collateral property type as displayed below. The Company controls credit risk through credit approvals, limits, and monitoring procedures.

December 31, 2014:
Property Type	Carrying Value		Geographic Concentration	Carrying Value
	(in millions)			(in millions)
Apartments	$	2,136	East North Central	$	1,394
Industrial		920	East South Central		83
Office buildings		3,347	Middle Atlantic		1,997
Retail		3,209	Mountain		511
Agricultural		405	New England		682
Agribusiness		516	Pacific		3,310
Mixed use		22	South Atlantic		2,459
Other		974	West North Central		468
Allowance		(10)	West South Central		533
			Canada / Other		92
			Allowance		(10)
Total mortgage loans on real estate	$	11,519	Total mortgage loans on real estate	$	11,519

December 31, 2013:
Property Type	Carrying Value			Geographic Concentration	Carrying Value
	(in millions)				(in millions)
Apartments	$	2,001		East North Central	$	1,396
Industrial		997		East South Central		142
Office buildings		3,914		Middle Atlantic		2,148
Retail		3,261		Mountain		530
Agricultural		441		New England		844
Agribusiness		666		Pacific		3,704
Mixed use		21		South Atlantic		2,422
Other		930		West North Central		391
Allowance		(10	)	West South Central		553
				Canada / Other		101
				Allowance		(10	)
Total mortgage loans on real estate	$	12,221		Total mortgage loans on real estate	$	12,221

The aggregate mortgages outstanding to any one borrower do not exceed $240 million.

During 2014, the respective maximum and minimum lending rates for mortgage loans issued were 4.64% and 2.18% for agricultural loans and 5.40% and 3.62% for commercial loans. The Company issued no purchase money mortgages in 2014 and 2013. At the issuance of a loan, the percentage of any one loan to value of security, exclusive of insured, guaranteed, or purchase money mortgages does not exceed 75%. Impaired mortgage loans without an allowance for credit losses were $0 million, $0 million, and $0 million at December 31, 2014, 2013 and 2012, respectively. The average recorded investment in impaired loans was $41 million, $60 million, and $90 million at December 31, 2014, 2013 and 2012, respectively. The Company recognized $3 million, $0 million, and $5 million of interest income during the period the loans were impaired for the years ended December 31, 2014, 2013 and 2012, respectively.

F-23

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Generally, the terms of the restructured mortgage loans call for the Company to receive some form or combination of an equity participation in the underlying collateral, excess cash flows or an effective yield at the maturity of the loans sufficient to meet the original terms of the loans. There are no contractual commitments made to extend credit to debtors owning receivables whose terms have been modified in troubled debt restructurings. The Company accrues interest income on impaired loans to the extent deemed collectible and the loan continues to perform under its original or restructured contractual terms. Interest income on non-performing loans generally is recognized on a cash basis.

The following table provides a reconciliation of the beginning and ending balances for allowance for losses for the periods indicated.

	2014			2013			2012
	(in millions)
Balance at beginning of year	$	10		$	19		$	36
Additions, net		10			13			20
Recoveries of amounts previously charged off		(10	)		(22	)		(37	)
Balance at end of year	$	10		$	10		$	19

For mortgage loans, the Company evaluates credit quality through regular monitoring of credit related exposures, considering both qualitative and quantitative factors in assigning an internal risk rating (“IRR”). These ratings are updated at least annually.

The carrying value of mortgage loans by IRR was as follows:

	December 31,
	2014		2013
	(in millions)
AAA	$	436	$	357
AA		1,594		1,470
A		4,141		3,965
BBB		4,979		5,896
BB		267		403
B and lower and unrated		102		130
Total	$	11,519	$	12,221

Real Estate

The composition of the Company’s investment in real estate is summarized as follows:

	December 31,
	2014			2013
	(in millions)
Properties occupied by the company	$	374			$      372
Properties held for the production of income		5,764			5,658
Properties held for sale		-			185
Less accumulated depreciation		(635	)		(606	)
Total	$	5,503			$   5,609

The Company recorded $0 million, $0 million, and $3 million of impairments on real estate investments during the years ended December 31, 2014, 2013 and 2012, respectively.

F-24

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

In 2014, JHUSA acquired real estate from an affiliate, JHNY. The real estate had a book value of approximately $32 million and was recorded at fair value of approximately $33 million at the date of the transaction.

On December 12, 2014, the Company announced it entered into an arrangement with Allianz to co-invest up to $1 billion in the U.S. real estate market. As part of this arrangement, the Company sold 100% of certain real estate holding to an unaffiliated joint venture limited partnership (“LP”) in return for cash and a 20% equity interest in the LP. These properties have a book value of $343 million and fair value of $545 million, which resulted in a gain to operations of $161 million (after 20% deferral of realized gain). Going forward, the Company will provide the LP with property management services and through a wholly-owned subsidiary will provide the LP with asset management services.

Other Invested Assets

The Company had no investments in partnerships or LLCs that exceed 10% of its admitted assets at December 31, 2014 and 2013.

Other invested assets primarily consist of investments in partnerships and LLCs. The Company recorded $3 million, $0 million, and $3 million of impairments on partnerships and limited liability companies during the years ended December 31, 2014, 2013 and 2012, respectively. A periodic review of projected discounted cash flows was performed and the analysis provided evidence of the resulting impairments.

Other

The subprime lending sector, also referred to as B-paper, near-prime, or second chance lending, is the sector of the mortgage lending industry which lends to borrowers who do not qualify for prime market interest rates because of poor or insufficient credit history.

For purposes of this disclosure, subprime exposure is defined as the potential for financial loss through direct investment, indirect investment, or underwriting risk associated with risk from the subprime lending sector. For purposes of this note, subprime exposure is not limited solely to the risk associated with holding direct mortgage loans, but also includes any indirect risk through investments in asset-backed or structured securities, hedge funds, common stock, subsidiaries and affiliates, and insurance product issuance.

Although it can be difficult to determine the indirect risk exposures, it should be noted that not only does it include expected losses, it also includes the potential for losses that could occur due to significantly depressed fair value of the related assets in an illiquid market.

The Company had no direct exposure through investments in subprime mortgage loans as of December 31, 2014 or 2013.

Management considers several factors when classifying a structured finance or residential mortgage-backed security holding as “subprime” or placing a security in the highest risk category. These factors include the transaction’s weighted average FICO or credit score, loan-to-value ratio (LTV), geographic composition, lien position, loan purpose, and loan documentation.

The Company has entered into certain repurchase agreements with an aggregate carrying value of $0 million and $0 million as of December 31, 2014 and 2013, respectively. For such agreements, the Company agrees to a specified term, price, and interest rate through the date of the repurchase.

The Company’s practice is to require a minimum of 102% of the fair value of securities loaned under securities lending agreements to be maintained as non-cash collateral. Positions are marked to market and adjusted on a daily basis to ensure the 102% margin requirement is maintained. Any cash collateral received is not re-invested nor is a rebate paid to the lending counterparty. There were no securities on loan as of December 31, 2014 and 2013.

F-25

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Net Investment Income and Net Realized and Other Gains (Losses)

Major categories of the Company’s net investment income are summarized as follows:

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Income:
Bonds	$	2,378		$	2,577		$	2,406
Preferred stocks		2			-			-
Common stocks		76			4			4
Mortgage loans on real estate		738			730			776
Real estate		669			605			537
Policy loans		287			283			290
Cash, cash equivalents and short-term investments		7			5			6
Other invested assets		464			620			548
Derivatives		452			464			346
Other income		23			25			23
Total investment income		5,096			5,313			4,936
Expenses
Investment expenses		(516	)		(493	)		(472	)
Investment taxes, licenses and fees, excluding federal income taxes		(85	)		(83	)		(68	)
Investment interest expense		(91	)		(97	)		(103	)
Depreciation on real estate and other invested assets		(107	)		(89	)		(72	)
Total investment expenses		(799	)		(762	)		(715	)
Net investment income	$	4,297		$	4,551		$	4,221
Realized capital losses and amounts transferred to the IMR are as follows:
	Years Ended December 31,
	2014			2013			2012
	(in millions)
Realized capital gains (losses)	$	431		$	(1,701	)	$	(591	)
Less amount transferred to the IMR (net of related tax benefit (expense) of $(66) in 2014, $(8) in 2013, and $334 in 2012)		123			(16	)		621
Realized capital gains (losses) before tax		308			(1,685	)		(1,212	)
Less federal income taxes on realized capital gains (losses) before effect of transfer to the IMR		382			108			354
Net realized capital gains (losses)	$	(74	)	$	(1,793	)	$	(1,566	)

6. Derivatives

Derivatives are financial contracts, the value of which is derived from underlying interest rates, foreign exchange rates, credit, equity price movements, indices or other market risks arising from on-balance sheet financial instruments and selected anticipated transactions. The Company uses derivatives including swaps, forward and futures agreements, floors, and options to manage current and anticipated exposures to changes in interest rates, foreign exchange rates, credit and equity market prices.

F-26

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

Over-the-counter (“OTC”) swaps are contractual agreements between the Company and a counterparty 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.

Cleared interest rate swaps are contractual agreements between the Company and a counterparty whereby the transaction must be cleared through a central clearing house, and subject to mandatory margin and reporting requirements.

Forward and futures agreements are contractual obligations to buy or sell a financial instrument or foreign currency 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.

Interest rate floors are contracts with counterparties which require payment of a premium for the right to receive payments when the market interest rate on specified future dates falls below the agreed upon strike price. Interest rate treasury lock contracts are customized agreements securing current interest rates on Treasury securities for payment on a future date.

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.

Types of Derivatives and Derivative Strategies

Interest Rate Contracts. The Company uses interest rate futures contracts, OTC interest rate swap agreements, cleared interest rate swap agreements, pre-payable interest rate swap agreements, and interest rate treasury locks as part of its overall strategies of managing the duration of assets and liabilities or the average life of certain asset portfolios to specified targets. Interest rate swap agreements are contracts with counterparties to exchange interest rate payments of a differing character (i.e., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal). The net differential to be paid or received on interest rate swap agreements is accrued and recognized as a component of net investment income.

The Company uses interest rate swap agreements in effective hedge accounting relationships. These derivatives hedge the variable cash flows associated with future fixed income asset acquisitions, which will support the Company’s long-term care and life insurance businesses. These agreements will reduce the impact of future interest rate changes on the cost of acquiring adequate assets to support the investment income assumptions used in pricing these products.

The Company also uses interest rate swap agreements in effective hedge accounting relationships designed to hedge the variable cash flows associated with payments that it will receive on certain floating rate bonds.

In addition, the Company uses interest rate swap agreements in effective hedge accounting relationships to hedge the risk of changes in fair value of fixed rate assets and liabilities arising from changes in benchmark interest rates.

The Company also enters into basis swaps to better match the cash flows from assets and related liabilities. Basis swaps are included in interest rate swaps for disclosure purposes. The Company utilizes basis swaps in other hedging relationships.

Inflation swaps are used to reduce inflation risk generated from inflation-indexed liabilities. Inflation swaps are classified within interest rate swaps for disclosure purposes. The Company utilizes inflation swaps in effective hedge accounting relationships and other hedging relationships.

The Company uses exchange-traded interest rate futures primarily to hedge mismatches between the duration of assets in a portfolio and the duration of liabilities supported by those assets, to hedge against changes in value of securities the Company owns or anticipates acquiring, and to hedge against changes in interest rates on anticipated liability issuances by replicating U.S. Treasury or swap curve performance. The Company utilizes exchange-traded interest rate futures in other hedging relationships.

F-27

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The Company also purchases interest rate floors primarily to protect against interest rate exposure arising from mismatches between assets and liabilities (duration mismatches). The Company utilizes interest rate floors in other hedging relationships.

Foreign Currency Contracts. Foreign currency derivatives, including foreign currency swaps, foreign currency forwards, and foreign currency futures are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies.

Cross currency rate swap agreements are used to manage the Company’s exposure to foreign exchange rate fluctuations, interest rate fluctuations, or both, on foreign currency financial instruments. Cross currency rate swap agreements are contracts to exchange the currencies of two different countries at the same rate of exchange at specified future dates. The net differential to be paid or received on cross currency rate swap agreements is accrued and recognized as a component of net investment income.

Under foreign currency forwards, the Company agrees with other parties to deliver a specified amount of an identified currency at a specified future date. Typically, the price is agreed upon at the time of the contract and payment for such a contract is made at the specified future date. The maturities of these forwards correspond with the future periods in which the foreign currency transactions are expected to occur. The Company utilizes currency forwards in effective hedge accounting relationships and other hedging relationships.

Foreign currency futures are contractual obligations to buy or sell a foreign currency on a predetermined future date at a specified price. These contracts are standardized contracts traded on an exchange. The Company utilizes foreign exchange futures in other hedging relationships.

Equity Market Contracts. Total return swaps are contracts that involve the exchange of payments based on changes in the value of a reference asset, including any returns such as interest earned on these assets, in exchange for amounts based on reference rates specified in the contract. The Company utilizes total return swaps in effective hedge accounting relationships and other hedging relationships.

Equity index options are contractual agreements whereby the holder has the right, but not the obligation, to buy (call option) or sell (put option) an underlying equity market index on or before a specified future date at a specified price. The Company utilizes equity index options that are exchange-traded in other hedging relationships.

Equity index futures contracts are contractual obligations to buy or sell a specified amount of an underlying equity index at an agreed contract price on a specified date. Equity index futures are contracts with standard amounts and settlement dates that are traded on regulated exchanges. The Company utilizes equity index futures in other hedging relationships.

Credit Contracts. The Company manages credit risk through the issuance of credit default swaps (“CDS”). 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.

Replication Synthetic Assets. Replication synthetic asset transactions (“RSATs”) are derivative transactions made in combination with a cash instrument in order to reproduce the investment characteristic of an otherwise permissible investment. The Company uses interest rate swaps and credit default swaps in these transactions when direct investments are either too expensive to acquire or otherwise unavailable in the market. Such derivatives can only be RSATs and not hedging vehicles.

F-28

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The table below provides a summary of the gross notional amount and fair value of derivatives contracts for all derivatives in effective hedge accounting relationships, other hedging relationships, and RSATs:

		December 31, 2014
		Notional Amount		Carrying Value Assets		Carrying Value Liabilities		Fair Value Assets		Fair Value Liabilities
		(in millions)
Effective Hedge Accounting Relationships
Fair value hedges	Interest rate swaps	$	5,461	$	-	$	1	$	496	$	641
	Foreign currency swaps		169		1		29		-		62
Cash flow hedges	Interest rate swaps		12,053		-		-		1,543		263
	Foreign currency swaps		1,640		29		15		266		261
	Foreign currency forwards		102		-		-		-		4
	Equity total return swaps		27		-		-		6		-
Total Derivatives in Effective Hedge Accounting Relationships		$	19,452	$	30	$	45	$	2,311	$	1,231
Other Hedging Relationships
	Interest rate swaps	$	128,704	$	9,059	$	5,154	$	9,059	$	5,154
	Interest rate treasury locks		6,323		938		-		938		-
	Interest rate options		3,362		93		-		93		-
	Interest rate futures		3,697		-		-		-		-
	Foreign currency swaps		978		43		30		43		30
	Foreign currency forwards		43		4		-		4		-
	Foreign currency futures		1,775		-		-		-		-
	Equity total return swaps		31		11		-		11		-
	Equity options		3,940		277		-		277		-
	Equity index futures		8,323		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	157,176	$	10,425	$	5,184	$	10,425	$	5,184
Replication Synthetic Asset Transactions
	Interest rate swaps	$	1,040	$	-	$	-	$	61	$	-
	Credit default swaps		315		3		-		6		-
Total Derivatives in Replication Synthetic Asset Transactions		$	1,355	$	3	$	-	$	67	$	-
Total Derivatives		$	177,983	$	10,458	$	5,229	$	12,803	$	6,415

F-29

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

		December 31, 2013
		Notional Amount		Carrying Value Assets		Carrying Value Liabilities		Fair Value Assets		Fair Value Liabilities
		(in millions)
Effective Hedge Accounting Relationships
Fair value hedges	Interest rate swaps	$	7,847	$	-	$	1	$	416	$	528
	Foreign currency swaps		184		-		49		-		85
Cash flow hedges	Interest rate swaps		14,439		-		-		910		670
	Foreign currency swaps		1,666		51		93		52		121
	Foreign currency forwards		125		-		-		-		1
	Equity total return swaps		29		-		-		15		-
Total Derivatives in Effective Hedge Accounting Relationships		$	24,290	$	51	$	143	$	1,393	$	1,405
Other Hedging Relationships
	Interest rate swaps	$	106,050	$	5,299	$	3,436	$	5,299	$	3,436
	Interest rate treasury locks		5,425		-		385		-		385
	Interest rate options		2,683		21		-		21		-
	Interest rate futures		2,687		-		-		-		-
	Foreign currency swaps		1,274		65		82		65		82
	Foreign currency forwards		11		-		-		-		-
	Foreign currency futures		968		-		-		-		-
	Equity total return swaps		31		21		-		21		-
	Equity options		3,228		248		-		248		-
	Equity index futures		4,465		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	126,822	$	5,654	$	3,903	$	5,654	$	3,903
Replication Synthetic Asset Transactions
	Interest rate swaps	$	-	$	-	$	-	$	-	$	-
	Credit default swaps		315		4		-		8		-
Total Derivatives in Replication Synthetic Asset Transactions		$	315	$	4	$	-	$	8	$	-
Total Derivatives		$	151,427	$	5,709	$	4,046	$	7,055	$	5,308

Hedging Relationships

The Company generally does not enter into derivative contracts for speculative purposes. In certain circumstances, these hedges also meet the requirements for hedge accounting and are reported in a manner consistent with the hedged asset or liability. For the years ended December 31, 2014, 2013 and 2012, respectively, the Company recorded unrealized gains of $1,215 million, $168 million, and $750 million, respectively, related to derivatives that no longer qualify for hedge accounting.

Fair Value Hedges. The Company uses interest rate swaps to manage its exposure to changes in fair value of fixed-rate financial instruments caused by changes in interest rates. The Company also uses cross currency swaps and currency forwards to manage its exposure to foreign exchange rate fluctuations and interest rate fluctuations.

Cash Flow Hedges. The Company uses interest rate swaps and interest rate treasury locks to hedge the variability in cash flows from variable rate financial instruments and forecasted transactions. The Company also uses cross currency swaps and forward agreements to hedge currency exposure on foreign currency financial instruments and foreign currency denominated

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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

expenses, respectively. 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.

In 2012, the Company de-designated $1.6 billion (notional principal) of forward-starting interest rate swaps for the life insurance business. The de-designation of these interest rate swaps resulted in an increase to unassigned surplus of $288 million, net of tax, as of December 31, 2012.

In 2014, the Company concluded that a portion of the hedged transactions for its long-term care business and life insurance business were probable not to occur resulting in the de-designation of $2.7 billion (notional principal) of forward-starting interest rate swaps. The de-designation of these interest rate swaps resulted in an increase to unrealized capital gains (losses) of $445 million, net of tax. In addition as part of our affiliate reinsurance agreement with JHRECO, we were required as part of the net investment income component of the treaty settlement calculation to cede $440 million, net of tax, and therefore the overall impact of this transaction was not material to capital and surplus.

For the year ended December 31, 2014, all of the Company’s hedged forecast transactions qualified as cash flow hedges and no cash flow hedges were discontinued because it was probable that the original forecasted transactions would occur by the end of the originally specified time period documented at inception of the hedging relationship.

The maximum time frame for which variable cash flows are hedged is 32 years.

Derivatives Not Designated as Hedging Instruments in Effective Hedge Accounting or RSAT Relationships. The Company enters into interest rate swap agreements, cancelable interest rate swap agreements, and interest rate futures contracts to manage interest rate risk, total return swap agreements to manage equity risk, and CDS to manage credit risk. The Company also uses interest rate treasury locks and interest rate floor agreements to manage exposure to interest rates without designating the derivatives as hedging instruments. Interest rate floor agreements hedge the interest rate risk associated with minimum interest rate guarantees in certain life insurance and annuity businesses.

The Company offers certain variable annuity products with a guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum death benefit (“GMDB”). These guarantees are effectively an embedded option on the basket of mutual funds offered to contract holders. The Company manages a hedging program to reduce its exposure to certain contracts with the GMWB and GMDB guarantees. This dynamic hedging program uses interest rate swap agreements, equity index futures (including but not limited to the Dow Jones Industrial, Standard & Poor’s 500, Russell 2000, and Dow Jones Euro Stoxx 50 indices), equity index options, and U.S. Treasury futures to match the sensitivities of the GMWB and GMDB liabilities to the market risk factors.

The Company also has a macro equity risk hedging program using equity and currency futures, as well as equity index options. This program is designed to reduce the Company’s overall exposure to public equity markets arising from several sources including, but not limited to, variable annuity guarantees not dynamically hedged, separate account fees not associated with guarantees, and Company equity holdings.

The Company uses foreign currency swaps and foreign currency forwards to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies.

F-31

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

For the years ended December 31, 2014, 2013 and 2012 net gains and losses related to derivatives in other hedging relationships were recognized by the Company, and the components were recorded in net unrealized and net realized gains (losses) as follows:

	Years ended December 31,
	2014			2013		2012
	(in millions)
Other Hedging Relationships
Net unrealized capital gain (loss):
Interest rate swaps	$	2,043		$	(2,530)	$	512
Interest rate treasury locks		1,323			(385)		-
Interest rate options		67			(46)		(8)
Foreign currency swaps		(5	)		(9)		(12)
Foreign currency forwards		4			(1)		2
Equity total return swaps		-			-		-
Equity options		(23	)		(39)		-
Credit default swaps		-			-		1
Total net unrealized capital gain (loss)	$	3,409		$	(3,010)	$	495
Net realized capital gain (loss):
Interest rate swaps	$	(178	)	$	164	$	157
Interest rate treasury locks		157			-		-
Interest rate options		-			-		-
Interest rate futures		(141	)		78		(48)
Foreign currency swaps		18			(10)		(8)
Foreign currency forwards		1			5		(12)
Foreign currency futures		165			74		-
Equity total return swaps		24			5		(4)
Equity options		5			3		-
Equity index futures		(692	)		(1,892)		(1,474)
Credit default swaps		-			-		(2)
Commodity futures		-			-		-
Total net realized capital gain (loss)	$	(641	)	$	(1,573)	$	(1,391)
Total gain (loss) from derivatives in other hedging relationships	$	2,768		$	(4,583)	$	(896)

The Company also deferred net realized gains (losses) of ($192) million, $146 million, and $156 million (including ($174) million of losses, $148 million, and $157 million of gains for derivatives in other hedging relationships, respectively) related to interest rates for the years ended December 31, 2014, 2013 and 2012, respectively. Deferred net realized gains and losses are reported in IMR and amortized over the remaining period to expiration date.

Credit Default Swaps

The Company replicates exposure to specific issuers by selling credit protection via CDS in order to complement its cash bond investing. The Company does not employ leverage in its CDS program and therefore, does not write CDS protection in excess of its government bond holdings.

F-32

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The following table provides details of the CDS protection sold by type of contract and external agency rating for the underlying reference security, as of December 31, 2014 and 2013, respectively.

	December 31, 2014						December 31, 2013
	Notional Amount2		Fair Value		Weighted average maturity (in years)3		Notional Amount2		Fair Value		Weighted average maturity (in years)3
	(in millions)
Single name CDS1
Corporate debt
AAA	$	35	$	1		2	$	35	$	1		3
AA		95		2		2		95		3		3
A		185		3		2		185		4		3
BBB		-		-				-		-		-
Total CDS protection sold	$	315	$	6			$	315	$	8

¹  The rating agency designations are based on S&P where available followed by Moody’s, Dominion Bond Rating Services (DBRS), and Fitch. If no rating is available from a rating agency, then an internally developed rating is used.

²  Notional amount represents 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 at December 31, 2014 and 2013. The average credit rating of the counterparties guaranteeing the underlying credits is A+ and the weighted average maturity is 3 years.

Credit Risk

The Company’s exposure to loss on derivatives 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 negative positions and the impact of collateral on hand. The Company may be exposed to credit-related losses in the event of nonperformance by counterparties to the derivative financial instruments. The current credit exposure of the Company’s derivative contracts is limited to the fair value in excess of the collateral held at the reporting date.

The Company manages its credit risk by entering into transactions with creditworthy counterparties, obtaining collateral where appropriate, and entering into master netting agreements that provide for a netting of payments and receipts with a single counterparty. The Company enters into credit support annexes with its OTC derivative dealers in order to manage its credit exposure to those counterparties. As part of the terms and conditions of those agreements, the pledging and accepting of collateral in connection with the Company’s derivative usage is required. As of December 31, 2014 and 2013, the Company accepted collateral consisting of cash of $2,939 million and $640 million, and various securities with a fair value of $3,895 million and $2,155 million, respectively, which is held in separate custodial accounts. In addition, the Company has pledged collateral to support both the OTC derivative instruments, exchange traded futures and cleared interest rate swap transactions. For further details regarding pledged collateral see the Investments Note.

Under U.S. regulations, certain interest rate swap agreements and credit default swap agreements are required to be cleared through central clearing houses. These transactions are contractual agreements that require initial and variation margin collateral postings and are settled on a daily basis through a clearing house. As such, they reduce the credit risk exposure in the event of default by a counterparty.

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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

Transactions with Affiliates

The Company has entered into two currency swap agreements with JHFC which are recorded at fair value. JHFC utilizes the currency swaps to hedge currency exposure on foreign currency financial instruments. The Company has also entered into two currency agreements with external counterparties which offset the currency swap agreements with JHFC. As of December 31, 2014 and 2013, the currency swap agreements with JHFC and the external counterparties had offsetting fair values of $238 million and $19 million, respectively.

7. Fair Value

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy:

• Financial Instruments Measured at Fair Value and Reported in the Balance Sheet after Initial Recognition — This category includes assets and liabilities measured at fair value. Financial instruments in this category include bonds and preferred stocks carried at the lower of cost or fair value due to their SVO quality rating, common stocks, derivatives, and separate account assets.

• Other Financial Instruments Not Reported at Fair Value After Initial Recognition — This category includes assets and liabilities which do not require the additional disclosures as follows:

Bonds — For bonds, including corporate debt, U.S. Treasury, commercial and residential mortgage-backed securities, asset-backed securities, collateralized debt obligations, issuances by foreign governments, and obligations of state and political subdivisions, fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality (matrix pricing). The significant inputs into these models include, but are not limited to, yield curves, credit risks and spreads, measures of volatility, and prepayment speeds.

Mortgage Loans on Real Estate — The fair value of unimpaired mortgage loans is estimated using discounted cash flows and takes into account the contractual maturities and discount rates, which were based on current market rates for similar maturity ranges and adjusted for risk due to the property type. The fair value of impaired mortgage loans is based on the net of the collateral less estimated cost to obtain and sell.

Cash, Cash Equivalents and Short-Term Investments — The carrying values for cash, cash equivalents, and short-term investments approximate their fair value due to the short-term maturities of these instruments.

Policy Loans — These loans are carried at unpaid principal balances, which approximate their fair values.

Policy Reserves — Policy reserves consists of guaranteed investment contracts. The fair values associated with these financial instruments are determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread.

Policyholders’ and Beneficiaries Funds — Includes term certain contracts, funding agreements, supplementary contracts without life contingencies and those balances that can be withdrawn by the policyholder at any time without prior notice or penalty. The fair values associated with the term certain contracts, funding agreements and supplementary contracts without life contingencies are determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread. For those balances that can be withdrawn by the policyholder at any time without prior notice or penalty, the fair value is the amount estimated to be payable to the policyholder as of the reporting date, which is generally the carrying value.

Consumer Notes — The fair value of consumer notes is determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread.

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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Financial Instruments Measured at Fair Value and Reported in the Balance Sheet after Initial Recognition

Valuation Hierarchy

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. Active markets are defined as having the following characteristics for the measured asset/liability; (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads, and (v) most information is publicly available. Valuations are based on quoted prices reflecting market transactions involving assets or liabilities identical to those being measured. Level 1 assets primarily include exchange traded equity securities and certain separate account assets.

• 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. Certain of the Company’s separate account assets and derivative assets and liabilities are included within Level 2. A description of valuation techniques used to measure the fair value of derivatives is described below.

• Level 3 — Fair value measurements using significant nonmarket observable inputs. These include valuations for assets and liabilities that are derived using data, some or all of which is not market observable data, including assumptions about risk. Level 3 securities include impaired bonds and less liquid securities, such as structured asset-backed securities, commercial mortgage-backed securities, and other securities that have little or no price transparency. The valuation techniques used to measure the fair value of derivative assets and separate account investments in timber and agriculture are included in Level 3 as described below.

Determination of Fair Value

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties that is other than in a forced or liquidation sale. The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties that is other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality (matrix pricing). In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy:

Bonds

Refer to the previous page for the determination of fair value of bonds. Generally, impaired bonds with a NAIC designation rating of 6 whose cost is greater than its fair value are reported at fair value and are classified within Level 3.

Preferred Stocks

Preferred stocks with active markets are classified within Level 1, as fair values are based on quoted market prices. Preferred stocks not traded in active markets are classified within Level 3.

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JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Common Stocks

Common stocks with active markets are classified within Level 1, as fair values are based on quoted market prices. Common stocks not traded in active markets are classified within Level 3.

Derivatives

The fair value of derivatives is determined through the use of quoted market prices for exchange-traded derivatives or through the use of pricing models for OTC derivatives. The pricing models used 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 volatility. The Company’s derivatives are generally classified within Level 2 given the significant inputs to the pricing models for most OTC derivatives are observable or can be corroborated by observable market data. 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, but are unobservable in the market or cannot be derived principally from or corroborated by observable market data and would be classified within 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 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.

Separate Account Assets and Liabilities

For separate accounts structured as a non-unitized fund, the fair value of separate account assets is based on the fair value of the underlying assets owned by the separate account. For separate accounts structured as a unitized fund, the fair value of the separate account assets is based on the fair value of the underlying funds owned by the separate account. Assets owned by the Company’s separate accounts primarily include: investments in mutual funds, bonds, common stock, short-term investments, real estate, and cash and cash equivalents. Investment performance related to separate account assets is fully offset by corresponding amounts credited to contract holders whose interest in the separate account assets is recorded by the Company as separate account liabilities. Separate account liabilities are set equal to the fair value of separate account assets.

The fair value of fund investments is based upon quoted market prices or reported net asset value (“NAV”). Fund investments that are traded in an active market and have a NAV that the Company can access at the measurement date are classified within Level 1. Level 2 assets consist primarily of bonds which are valued using matrix pricing with independent pricing data.

Separate account assets classified as Level 3 consist primarily of fixed maturity and equity investments in private companies, which own timber and agriculture and carry them at fair value. The values of the timber and agriculture investments are estimated using generally accepted valuation techniques. A comprehensive appraisal is performed shortly after initial purchase and at two or three-year intervals thereafter. Appraisal updates are conducted according to client contracts, generally at one-year or six-month intervals. In the quarters in which an investment is not independently appraised or its valuation updated, the market value is reviewed by management. The valuation of an investment is adjusted only if there has been a significant change in economic circumstances related to the investment since acquisition or the most recent independent valuation and upon the independent appraiser’s review and concurrence with management. Further, these valuations are prepared giving consideration to the income, cost, and sales comparison approaches of estimating asset value. The significant unobservable inputs used in the fair value measurement of the Company’s timberland investments are harvest volumes, timber prices, operating costs and discount rates. Significant changes to any one of these inputs in isolation could result in a significant change to fair value measurement. Holding other factors constant, an increase to either harvest volumes or timber prices would tend to increase the fair value of a timberland investment, while an increase in operating costs or discount rate would have the opposite effect. These investments are classified as Level 3 by the companies owning them, and therefore the equity investments in these companies are considered to be Level 3 by the Company.

F-36

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The following table presents the Company’s assets and liabilities that are measured and reported at fair value in the Balance Sheets after initial recognition by fair value hierarchy level:

	December 31, 2014
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	-	$	-	$	-	$	-	$	-
Loan-backed and structured securities		39		39		-		18		21
Total bonds with NAIC 6 rating		39		39		-		18		21
Preferred stocks:
Industrial and misc		-		-		-		-		-
Total preferred stocks		-		-		-		-		-
Common stocks:
Industrial and misc		477		477		379		-		98
Total common stocks		477		477		379		-		98
Derivatives:
Interest rate swaps		9,059		9,059		-		9,058		1
Interest rate treasury locks		938		938		-		168		770
Interest rate options		93		93		-		-		93
Interest rate futures		-		-		-		-		-
Foreign currency swaps		43		43		-		43		-
Foreign currency forwards		4		4		-		4		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		11		11		-		-		11
Equity options		277		277		-		61		216
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		10,425		10,425		-		9,334		1,091
Assets held in separate accounts		140,164		140,164		134,070		3,756		2,338
Total assets	$	151,105	$	151,105	$	134,449	$	13,108	$	3,548
Liabilities:
Derivatives:
Interest rate swaps	$	5,154	$	5,154	$	-	$	5,113	$	41
Interest rate treasury locks		-		-		-		-		-
Interest rate options		-		-		-		-		-
Interest rate futures		-		-		-		-		-
Foreign currency swaps		30		30		-		30		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		-		-		-		-		-
Equity options		-		-		-		-		-
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		5,184		5,184		-		5,143		41
Liabilities held in separate accounts		140,164		140,164		134,070		3,756		2,338
Total liabilities	$	145,348	$	145,348	$	134,070	$	8,899	$	2,379

F-37

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

	December 31, 2013
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	26	$	26	$	-	$	-	$	26
Loan-backed and structured securities		34		34		-		-		34
Total bonds with NAIC 6 rating		60		60		-		-		60
Preferred stocks:
Industrial and misc		-		-		-		-		-
Total preferred stocks		-		-		-		-		-
Common stocks:
Industrial and misc		343		343		257		-		86
Total common stocks		343		343		257		-		86
Derivatives:
Interest rate swaps		5,299		5,299		-		5,292		7
Interest rate treasury locks		-		-		-		-		-
Interest rate options		21		21		-		-		21
Interest rate futures		-		-		-		-		-
Foreign currency swaps		65		65		-		65		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		21		21		-		-		21
Equity options		248		248		-		26		222
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		5,654		5,654		-		5,383		271
Assets held in separate accounts		142,766		142,766		136,707		3,838		2,221
Total assets	$	148,823	$	148,823	$	136,964	$	9,221	$	2,638
Liabilities:
Derivatives:
Interest rate swaps	$	3,436	$	3,436	$	-	$	3,436	$	-
Interest rate treasury locks		385		385		-		-		385
Interest rate options		-		-		-		-		-
Interest rate futures		-		-		-		-		-
Foreign currency swaps		82		82		-		82		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		-		-		-		-		-
Equity options		-		-		-		-		-
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		3,903		3,903		-		3,518		385
Liabilities held in separate accounts		142,766		142,766		136,707		3,838		2,221
Total liabilities	$	146,669	$	146,669	$	136,707	$	7,356	$	2,606

F-38

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The table below presents the carrying amounts and fair value by fair value hierarchy level for certain assets and liabilities that are not reported at fair value in the Balance Sheets:

	December 31, 2014
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	49,187	$	52,644	$	-	$	48,392	$	4,252
Preferred stocks		26		46		-		-		46
Mortgage loans on real estate		11,519		12,785		-		-		12,785
Cash, cash equivalents and short term investments		7,702		7,702		4,407		3,295		-
Policy loans		5,039		5,039		-		5,039		-
Derivatives in effective hedge accounting and RSAT relationships		33		2,378		-		2,372		6
Total assets	$	73,506	$	80,594	$	4,407	$	59,098	$	17,089
Liabilities:
Consumer notes	$	411	$	454	$	-	$	-	$	454
Borrowed money		290		290		-		290		-
Policy reserves		1,661		1,648		-		-		1,648
Policyholders’ and beneficiaries funds		3,901		4,352		-		1,457		2,895
Derivatives in effective hedge accounting and RSAT relationships		45		1,231		-		964		267
Total liabilities	$	6,308	$	7,975	$	-	$	2,711	$	5,264
	December 31, 2013
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	47,888	$	47,682	$	-	$	44,154	$	3,528
Preferred stocks		33		50		-		-		50
Mortgage loans on real estate		12,221		13,337		-		-		13,337
Cash, cash equivalents and short term investments		4,749		4,749		1,895		2,854		-
Policy loans		5,189		5,189		-		5,189		-
Derivatives in effective hedge accounting and RSAT relationships		55		1,401		-		1,386		15
Total assets	$	70,135	$	72,408	$	1,895	$	53,583	$	16,930
Liabilities:
Consumer notes	$	644	$	685	$	-	$	-	$	685
Borrowed money		290		290		-		290		-
Policy reserves		1,740		1,739		-		-		1,739
Policyholders’ and beneficiaries funds		3,997		4,227		-		1,263		2,964
Derivatives in effective hedge accounting and RSAT relationships		143		1,405		-		1,386		19
Total liabilities	$	6,814	$	8,346	$	-	$	2,939	$	5,407

(1) Bonds are carried at amortized cost unless they have NAIC designation rating of 6. Fair value of bonds exclude leveraged leases of $ 2,268 million and $ 2,285 million at December 31, 2014 and 2013, respectively. The Company calculates the carrying value by accruing income at its expected internal rate of return.

F-39

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Transfers of Level 1 and Level 2 Assets and Liabilities

The Company’s policy is to record transfers of assets and liabilities between Level 1 and Level 2 at their fair values as of 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 years ended December 31, 2014 and 2013, the Company did not have any transfers 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 did not transfer assets from Level 2 to Level 1 during the years ended December 31, 2014 and 2013.

F-40

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Level 3 Financial Instruments

The changes in Level 3 financial instruments measured and reported at fair value for the years ended December 31, 2014, 2013 and 2012, are summarized as follows:

				Net realized/unrealized gains (losses) included in:																Transfers
	Balance at January 1, 2014			Net income (1)		Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements		Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2014
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	26		$	-	$	(3	)	$	-	$	-	$	-	$	-		$	-	$	-	$	(23	)	$	-
Impaired mortgage-backed and asset-backed securities		34			-		1			-		-		-		-			-		11		(25	)		21
Total bonds with NAIC 6 rating		60			-		(2	)		-		-		-		-			-		11		(48	)		21
Preferred stocks:
Industrial and misc		-			-		-			-		-		-		-			-		-		-			-
Total preferred stocks		-			-		-			-		-		-		-			-		-		-			-
Common stocks:
Industrial and misc		86			-		(1	)		-		14		-		(1	)		-		-		-			98
Total common stocks		86			-		(1	)		-		14		-		(1	)		-		-		-			98
Net derivatives		(114	)		26		1,088			-		72		-		(25	)		-		41		(38	)		1,050
Separate account assets/liabilities		2,221			162		-			-		68		-		(270	)		-		163		(6	)		2,338
Total	$	2,253		$	188	$	1,085		$	-	$	154	$	-	$	(296	)	$	-	$	215	$	(92	)	$	3,507

F-41

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

			Net realized/ unrealized gains (losses) included in:																		Transfers
	Balance at January 1, 2013		Net income (1)			Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2013
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	12	$	(2	)	$	-		$	-	$	-	$	-	$	-		$	-		$	23	$	(7	)	$	26
Impaired mortgage-backed and asset-backed securities		53		(37	)		39			-		-		-		(23	)		(5	)		16		(9	)		34
Total bonds with NAIC 6 rating		65		(39	)		39			-		-		-		(23	)		(5	)		39		(16	)		60
Preferred stocks:
Industrial and misc		4		-			-			-		-		-		-			-			-		(4	)		-
Total preferred stocks		4		-			-			-		-		-		-			-			-		(4	)		-
Common stocks:
Industrial and misc		44		-			(2	)		-		58		-		(18	)		-			4		-			86
Total common stocks		44		-			(2	)		-		58		-		(18	)		-			4		-			86
Net derivatives		58		6			(459	)		-		287		-		(7	)		-			-		1			(114	)
Separate account assets/liabilities		2,223		160			-			-		31		-		(195	)		-			3		(1	)		2,221
Total	$	2,394	$	127		$	(422	)	$	-	$	376	$	-	$	(243	)	$	(5	)	$	46	$	(20	)	$	2,253

F-42

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

			Net realized/ unrealized gains (losses) included in:																		Transfers
	Balance at January 1, 2012		Net income (1)			Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2012
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	44	$	(4	)	$	4		$	-	$	-	$	-	$	-		$	(44	)	$	12	$	-		$	12
Impaired mortgage-backed and asset-backed securities		34		(44	)		45			-		-		-		(6	)		-			47		(23	)		53
Total bonds with NAIC 6 rating		78		(48	)		49			-		-		-		(6	)		(44	)		59		(23	)		65
Preferred stocks:
Industrial and misc		4		-			-			-		-		-		(1	)		-			1		-			4
Total preferred stocks		4		-			-			-		-		-		(1	)		-			1		-			4
Common stocks:
Industrial and misc		71		55			(28	)		-		-		-		(54	)		-			-		-			44
Total common stocks		71		55			(28	)		-		-		-		(54	)		-			-		-			44
Net derivatives		21		(1	)		(8	)		-		44		-		-			-			-		2			58
Separate account assets/liabilities		2,152		100			-			-		112		-		(141	)		-			-		-			2,223
Total	$	2,326	$	106		$	13		$	-	$	156	$	-	$	(202	)	$	(44	)	$	60	$	(21	)	$	2,394

(1) This amount is included in net realized capital gains (losses) on the Statements of Operations.

(2) Changes in the fair value of separate account assets are credited directly to separate account liabilities in accordance with NAIC SAP and are not reflected in income.

(3) For financial instruments that are transferred into and/or out of Level 3, the Company uses the fair value of the instruments at the beginning of the reporting period.

F-43

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The 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 year) resulted in reclassifying instruments into Level 3. The transfers out of Level 3 primarily result from observable market data becoming available for that instrument, thus eliminating the need to extrapolate market data beyond observable points. Additionally, securities carried at fair value at the beginning of the period but carried at amortized cost at the end of the period due to rating change or change in fair value relative to amortized cost, are included in transfers out of Level 3. Conversely, any securities carried at amortized cost at the beginning of the period and carried at fair value at the end of the year due to SVO rating change or change in fair value relative to amortized cost, are included into transfers into Level 3.

8. Reinsurance

Certain premiums and benefits are assumed from or ceded to affiliate and other insurance companies under various reinsurance agreements. The Company entered into these reinsurance agreements to shift underlying risk on certain of its products, and to improve cash flow and statutory capital. The ceded reinsurance agreements provide the Company with increased capacity to write larger risks and maintain its exposure to loss within its capital resources.

Total reinsurance amounts included in the Company’s accompanying statutory-basis financial statements were as follows:

	Years ended December 31,
	2014			2013			2012
	(in millions)
Premiums earned
Direct	$	19,525		$	20,311		$	21,716
Assumed		792			1,062			942
Ceded		(7,579	)		(8,491	)		(15,104	)
Net	$	12,738		$	12,882		$	7,554
Benefits to policyholders ceded	$	18,500		$	17,988		$	18,235

Reserve amounts ceded to reinsurers not authorized in the State of Michigan are mostly covered by letters of credit or trust agreements. Amounts payable or recoverable for reinsurance on policy and contract liabilities are not subject to periodic or maximum limits. At December 31, 2014, any material recoveries were secured by letters of credit or assets placed in trust by the assuming company.

Neither the Company nor any of its related parties control, directly or indirectly, any external reinsurers with whom the Company conducts business. No policies issued by the Company have been reinsured with a foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance. The Company does not have any reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. At December 31, 2014, there was no reinsurance agreements in effect such that the amount of losses paid or accrued exceed the total direct premium collected.

As of December 31, 2014, if all reinsurance agreements were cancelled the estimated aggregate reduction in unassigned surplus is $898 million.

F-44

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

Affiliated Reinsurance

The table and commentary below consist of the impact of the reinsurance agreements with JHNY:

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded, net	$	192	$	216	$	208
Benefits ceded, net		394		483		428
Funds held by or deposited with reinsured companies		1,952		1,978		2,018
Other reinsurance receivable		86		124		109
Other amounts payable on reinsurance		10		15		5

On January 1, 2010, the assets supporting the policyholders who reside in the state of New York (“NY business”) were transferred to JHNY from the Company. The transfer included participating traditional life insurance, universal life insurance, fixed deferred and immediate annuities, participating pension contracts, and variable annuities. The NY business was transferred using assumption reinsurance, modified coinsurance and coinsurance with cut-through provisions.

The NY business related to participating traditional life insurance policies was transferred from JHUSA to JHNY under a coinsurance agreement and was immediately retroceded back to JHUSA using a coinsurance funds withheld agreement. JHNY retained the invested assets supporting this block of business. The NY business related to variable universal life was reinsured through coinsurance and modified coinsurance. The NY business related to universal life was transferred from the Company to JHNY under coinsurance agreements.

The NY business related to a majority of the fixed deferred annuity business was transferred from the Company to JHNY under an assumption reinsurance agreement. The NY business related to variable annuities and some participating pension contracts where assets were held in separate accounts were reinsured through modified coinsurance. The NY business related to fixed deferred and immediate annuities and participating pension contracts was transferred from the Company to JHNY under a coinsurance agreement.

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, JHRECO:

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	546	$	570	$	573
Benefits ceded		759		730		691
Other amounts payable on reinsurance		58		45		30
Funds withheld from unauthorized reinsurers		7,409		5,425		5,600

The Company reinsures certain portions of its long-term care insurance business with JHRECO through coinsurance funds withheld transactions. Under reinsurance treaties covering life insurance business, the Company cedes to JHRECO on a coinsurance funds withheld basis to the death benefits from the no-lapse guarantee on a small block of policies. The Company also reinsures a portion of the risk related to certain annuity policies and during 2013 a small number of these policies were recaptured for administration purposes. This recapture did not have a material impact on the Company’s results of operations. The reinsurance agreement is written on a modified coinsurance basis where the assets supporting the reinsured policies remain invested with the Company.

The Company’s total settlement amount was $489 million, $55 million, and $82 million for the years ended December 31, 2014, 2013 and 2012, respectively, and the settlement calculation consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

F-45

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, Manulife Reinsurance (Bermuda) Limited (“MRBL”):

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	4,599	$	5,128	$	6,218
Benefits ceded		14,303		13,966		13,649
Other reinsurance receivable		40		398		44
Other amounts payable on reinsurance		837		55		112
Funds withheld from unauthorized reinsurers		1,251		1,256		1,507

The Company reinsures 87% of certain group annuity contracts in-force with MRBL. The reinsurance agreement covers all contracts, excluding the guaranteed benefit rider. As the underlying contracts being reinsured are considered investment contracts, the agreement does not meet the criteria for reinsurance accounting and was classified as a financial instrument.

The Company reinsures 90% of a significant block of variable annuity contracts in-force with MRBL. All substantial risks, including all guaranteed benefits, related to certain specified policies not already reinsured to third parties, are reinsured under the agreement. The base contracts are reinsured on a modified coinsurance basis, while the guaranteed benefit reinsurance coverage is apportioned in accordance with the reinsurance agreement provisions between modified coinsurance and coinsurance funds withheld. The assets supporting the reinsured policies remain invested with the Company. Since the inception of the treaty in 2008, several amendments have been enacted to refine certain aspects of the treaty. The net MRBL reinsurance recoverable includes the impact of ongoing reinsurance cash flows and is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies with changes to ceded reserves and cost of reinsurance recognized as a component of benefits to policyholders on the Statements of Operations. The Company paid / (received) from MRBL $1,907 million, ($1,174) million, and $259 million for the years ended December 31, 2014, 2013 and 2012, respectively, and the settlement consisted primarily of ceded investment income related to non-qualifying hedging strategies and changes in the modified coinsurance and coinsurance reserves.

The Company reinsures 90% of the non-reinsured risk of the JHLICO closed block. The reinsurance agreement is written on a modified coinsurance basis where the related financial assets remain invested with the Company. As the reinsurance agreement does not subject the reinsurer to the reasonable possibility of significant loss, it was classified as structured reinsurance and given deposit-type accounting treatment with only the reinsurance risk fee being reported in other operating costs and expenses in the Statements of Operations.

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, Manulife Reinsurance Limited (“MRL”):

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	338	$	536	$	618
Benefits ceded		298		338		362
Other reinsurance receivable		82		18		31
Other amounts payable on reinsurance		-		-		19
Funds withheld from unauthorized reinsurers		213		-		-

The Company entered into a coinsurance/modified coinsurance agreement with an affiliate, Manulife Reinsurance Limited (“MRL”), to reinsure 90% of all risks not already reinsured to third parties on various universal life contracts effective December 15, 2000. Subsequent amendments added further UL and some term contracts. The Company amended the

F-46

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

agreement during 2014 to simplify treaty administration and to modify the structure of the treaty to a modified coinsurance funds withheld structure.

On July 31, 2013, MFC signed an agreement to sell its life insurance business in Taiwan to CTBC Life Insurance Company (CTBC Life). Under the agreement, CTBC Life will assume all of the life insurance business related obligations. In connection with this transaction, on December 31, 2013, the Company paid $111 million in fees to an affiliate, Manufacturers Life Reinsurance Limited for the recapture of certain traditional life business reserves and net liabilities of $42 million, which resulted in a pre-tax loss of $69 million.

Non-Affiliated Reinsurance

The Company entered into a coinsurance agreement with Reinsurance Group of America (“RGA”) to reinsure 90% of its fixed deferred annuity business with an effective date of April 1, 2012. The transaction was structured such that the Company transferred the actuarial liabilities and related invested assets which included $387 million in cash and $5 billion in bonds and mortgage loans. Under the terms of the agreement, the Company will maintain responsibility for servicing of the policies and managing some of the assets. The transaction resulted in a charge to pre-tax income of $257 million, which included a ceding commission paid of $218 million and a decrease of $123 million to statutory surplus.

On September 30, 2012, the Company entered into a transaction with Commonwealth Annuity and Life Insurance Company (“CWA”), in which CWA recaptured a block of universal life policies, with an effective date of July 1, 2012. The transaction included the transfer to CWA of $378 million in actuarial liabilities and $309 million of cash and policy loans. The transaction resulted in a gain to pre-tax income of $60 million which included a ceding commission received of $57 million and an increase of $33 million to statutory surplus.

On July 1, 2011, JHUSA entered into a sale of its Life Retrocession business by way of a coinsurance treaty with Pacific Life Insurance Company that resulted in the recognition of approximately $432 million deferred gain (net of deferred taxes) recorded to surplus. During 2013, JHUSA novated 95% of the underlying reinsurance agreements to Pacific Life Insurance Company. Based on this novation, the Company recorded a gain of $352 million to the Statements of Operations (pre-tax). In 2014, the Company completed the novation of the remaining 5% of the agreements and recorded $20 million to the Statements of Operations (pre-tax).

F-47

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes

The components of the net deferred tax asset/(liability) are as follows:

	December 31, 2014
	(1)			(2)			(3)
							(Col 1 + 2)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	4,300		$	479		$	4,779
(b) Statutory valuation allowance adjustments		50			-			50
(c) Adjusted gross deferred tax assets (a — b)		4,250			479			4,729
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		4,250			479			4,729
(f) Deferred tax liabilities		4,871			314			5,185
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(621	)	$	165		$	(456	)
	December 31, 2013
	(4)			(5)			(6)
							(Col 4 + 5)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	3,963		$	606		$	4,569
(b) Statutory valuation allowance adjustments		50			-			50
(c) Adjusted gross deferred tax assets (a — b)		3,913			606			4,519
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		3,913			606			4,519
(f) Deferred tax liabilities		4,311			412			4,723
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(398	)	$	194		$	(204	)
	Change
	(7)			(8)			(9)
	(Col 1 - 4)			(Col 2 - 5)			(Col 7 + 8)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	337		$	(127	)	$	210
(b) Statutory valuation allowance adjustments		-			-			-
(c) Adjusted gross deferred tax assets (a — b)		337			(127	)		210
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		337			(127	)		210
(f) Deferred tax liabilities		560			(98	)		462
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(223	)	$	(29	)	$	(252	)

The Company has recorded a valuation allowance against specific general business tax credit carryforwards of $50 million for the year ended December 31, 2014. These tax credits were generated by the legacy JHFC group and are subject to the separate return limitation rules. These credits will not expire until 2019, however due to restrictions on the utilization, management believes that it is more likely than not that the Company will not realize the benefit. In assessing the need for a valuation allowance, management considered the future reversal of taxable temporary differences, future taxable income exclusive of reversing temporary differences, taxable income in the carry back period, as well as tax planning strategies. Tax

F-48

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

planning strategies were considered to the extent they were both prudent and feasible and if implemented, would result in the realization of deferred tax assets.

The amount of adjusted gross deferred tax assets admitted under each component and the resulting increase in deferred tax assets by character are as follows:

	December 31, 2014
	(1)		(2)		(3)
					(Col 1 + 2)
	Ordinary		Capital		Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-	$	-	$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		521		276		797
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		1,197		276		1,473
2. Adjusted gross deferred tax assets allowed per limitation threshold.		521		276		797
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		3,729		203		3,932
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	4,250	$	479	$	4,729
	December 31, 2013
	(4)		(5)		(6)
					(Col 4 + 5)
	Ordinary		Capital		Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-	$	-	$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		650		194		844
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		650		194		844
2. Adjusted gross deferred tax assets allowed per limitation threshold.		675		194		869
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		3,263		412		3,675
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	3,913	$	606	$	4,519

F-49

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	Change
	(7)			(8)			(9)
	(Col 1 - 4)			(Col 2 - 5)			(Col 7 + 8)
	Ordinary			Capital			Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-		$	-		$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		(129	)		82			(47	)
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		547			82			629
2. Adjusted gross deferred tax assets allowed per limitation threshold.		(154	)		82			(72	)
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		466			(209	)		257
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	337		$	(127	)	$	210

	2014			2013
	(in millions)
(a) Ratio percentage used to determine recovery period and threshold limitation amount		917	%		860	%
(b) Amount of adjusted capital and surplus used to determine recovery period and threshold limitation in 2(b)2 above	$	5,315		$	5,796

Impact of tax planning strategies is as follows:

	December 31, 2014
	(1)			(2)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	4,250		$	479
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	4,250		$	479
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%

F-50

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	December 31, 2013
	(3)			(4)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	3,913		$	606
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	3,913		$	606
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		75	%
	Change
	(5)			(6)
	(Col 1 - 3)			(Col 2 - 4)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	337		$	(127	)
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		0	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	337		$	(127	)
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		(43	%)

The Company’s tax planning strategies do not include the use of reinsurance.

There are no unrecognized deferred tax liabilities for amounts described in ASC 740-10-25-3.

F-51

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

Current income taxes incurred consist of the following major components:

	Years Ended December 31,
	(1)			(2)		(3)
						(Col 1 - 2)
	2014			2013		Change
	(in millions)
1. Current income tax
(a) Federal	$	(716	)	$	262	$	(978	)
(b) Foreign		-			-		-
(c) Subtotal		(716	)		262		(978	)
(d) Federal income tax on net capital gains		382			108		274
(e) Utilization of capital loss carryforwards		-			-		-
(f) Other		-			-		-
(g) Federal and foreign income taxes incurred	$	(334	)	$	370	$	(704	)

F-52

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:

	December 31,
	(1)		(2)		(3)
					(Col 1 - 2)
	2014		2013		Change
	(in millions)
2. Deferred tax assets:
(a) Ordinary:
(1) Discounting of unpaid losses	$	-	$	-	$	-
(2) Unearned premium reserve		-		-		-
(3) Policyholder reserves		1,034		883		151
(4) Investments		147		113		34
(5) Deferred acquisition costs		755		759		(4	)
(6) Policyholder dividends accrual		111		112		(1	)
(7) Fixed assets		-		-		-
(8) Compensation and benefits accrual		54		64		(10	)
(9) Pension accrual		-		-		-
(10) Receivables — nonadmitted		49		176		(127	)
(11) Net operating loss carryforward		1,218		915		303
(12) Tax credit carry-forward		860		865		(5	)
(13) Other (including items <5% of total ordinary tax assets)		72		76		(4	)
(99) Subtotal	$	4,300	$	3,963	$	337
(b) Statutory valuation allowance adjustment		50		50		-
(c) Nonadmitted		-		-		-
(d) Admitted ordinary deferred tax assets (2(a)(99) — 2(b) — 2(c))	$	4,250	$	3,913	$	337
(e) Capital:
(1) Investments	$	479	$	606	$	(127	)
(2) Net capital loss carryforward		-		-		-
(3) Real estate		-		-		-
(4) Other (including items <5% of total capital tax assets)		-		-		-
(99) Subtotal	$	479	$	606	$	(127	)
(f) Statutory valuation allowance adjustment		-		-		-
(g) Nonadmitted		-		-		-
(h) Admitted capital deferred tax assets (2(e)(99) — 2(f) — 2(g))	$	479	$	606	$	(127	)
(i) Admitted deferred tax assets (2(d)+2(h))	$	4,729	$	4,519	$	210

F-53

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

3. Deferred tax liabilities:
(a) Ordinary:
(1) Investments	$	4,202		$	3,610		$	592
(2) Fixed assets		-			-			-
(3) Deferred and uncollected premium		148			152			(4	)
(4) Policyholder reserves		-			-			-
(5) Other (including items <5% of total ordinary tax liabilities)		521			549			(28	)
(99) Subtotal	$	4,871		$	4,311		$	560
(b) Capital:
(1) Investments	$	276		$	368		$	(92	)
(2) Real estate		-			-			-
(3) Other (including items <5% of total capital tax liabilities)		38			44			(6	)
(99) Subtotal	$	314		$	412		$	(98	)
(c) Deferred tax liabilities (3(a)(99) + 3(b)(99))	$	5,185		$	4,723		$	462
4. Net deferred tax assets/liabilities (2(i) — 3(c))	$	(456	)	$	(204	)	$	(252	)

The change in net deferred income taxes is comprised of the following:

	December 31,
	2014			2013			Change
	(in millions)
Total deferred tax assets	$	4,729		$	4,519		$	210
Total deferred tax liabilities		5,185			4,723			462
Net deferred tax assets (liabilities)	$	(456	)	$	(204	)	$	(252	)
Tax effect of unrealized gains and losses								(1,263	)
Tax effect of unrealized foreign exchange gains (losses)								38
Change in net deferred income taxes							$	973

F-54

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

The provision for federal and foreign income taxes incurred is different from that which would be obtained by applying the statutory federal income tax rate of 35% to income before income tax (including realized capital gains). The significant items causing this difference are as follows:

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Ordinary provisions computed at statutory rate	$	(1,087	)	$	1,775		$	362
Net realized capital gains (losses) before IMR at statutory rate		151			(595	)		(207	)
Change in nonadmitted assets		-			-			-
Reinsurance		(91	)		(206	)		(142	)
Valuation allowance		-			50			-
Tax-exempt income		(16	)		(2	)		(21	)
Nondeductible expenses		1			7			3
Foreign tax expense gross up		9			8			9
Amortization of IMR		(62	)		(64	)		(63	)
Tax recorded in surplus		15			(18	)		(25	)
Dividend received deduction		(129	)		(102	)		(106	)
Investment in subsidiaries		(32	)		(35	)		(34	)
Prior year adjustment		(23	)		16			(53	)
Tax credits		(52	)		(61	)		(73	)
Change in tax reserve		11			(55	)		(119	)
Pension		-			-			-
Other		(2	)		(1	)		-
Total	$	(1,307	)	$	717		$	(469	)
Federal and foreign income taxes incurred	$	(716	)	$	262		$	(752	)
Capital gains tax		382			108			354
Change in net deferred income taxes		(973	)		347			(71	)
Total statutory income tax expense (benefit)	$	(1,307	)	$	717		$	(469	)

F-55

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

As of December 31, 2014, the Company had the following carry forwards:

	Origination Year	Expiration Year	Amount
	(in millons)
Net operating losses	2008	2023	$	1,594
	2009	2024		259
	2010	2025		63
	2013	2028		1,080
	2014	2029		484
			$	3,480
Affordable housing tax credits	2001	2021	$	-
	2002	2022		26
	2003	2023		49
	2004	2024		56
	2005	2025		59
	2006	2026		55
	2007	2027		64
	2008	2028		60
	2009	2029		40
	2010	2030		52
	2011	2031		53
	2012	2032		46
	2013	2033		37
	2014	2034		26
			$	623
Foreign tax credits	2002	2012	$	6
	2003	2013		9
	2004	2014		13
	2005	2015		5
	2006	2016		9
	2007	2017		27
	2008	2018		18
	2009	2019		11
	2010	2020		9
	2011	2021		28
	2012	2022		28
	2013	2023		27
	2014	2024		23
			$	213
Alternative minimum tax credits	2002		$	2
	2006			7
			$	9

F-56

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

Rehabilitation credits	2003	2023	$	4
	2006	2026		1
			$	5
Other credits	2005	2025	$	1
	2007	2027		1
	2008	2028		1
	2009	2029		1
	2010	2030		2
	2011	2031		2
	2013	2033		2
			$	10

There are no federal income taxes incurred available for recoupment in the event of future net losses for 2014, 2013 and 2012 respectively.

The Company has no deposits under Section 6603 of the Internal Revenue Code.

The Company is included in the consolidated federal income tax return of JHFC with the following entities:

Essex Corporation	John Hancock Real Estate Finance Inc.
Hancock Forest Management Inc.	John Hancock Realty Advisors Inc.
Hancock Natural Resource Group Inc.	John Hancock Realty Mgt. Inc.
Hancock Venture Partners Inc.	John Hancock Signature Services Inc.
Hancock Venture Partners Inc. Russia	John Hancock Timber Resource Corp.
HVP-Special Purpose Sub I Inc.	Manulife Reinsurance (Bermuda) Limited
HVP-Special Purpose Sub II Inc.	Manulife Reinsurance Limited
JH Networking Insurance Agency Inc.	Manulife Service Corporation
JHFS One Corp.	MCC Asset Management Inc.
John Hancock Assignment Company	PT Timber Inc.
John Hancock Capital Growth Management Inc.	Signator Insurance Agency Inc.
John Hancock Energy Resources Mgt. Inc.	Signator Investors Inc.
John Hancock Financial Network Inc.	Signator Financial Services Inc.
John Hancock Financial Corporation	The Manufacturers Investment Corporation
John Hancock Insurance Agency Inc.	Transamerica Fund Distributors Inc.
John Hancock Leasing Corp.	Transamerica Fund Management Company
John Hancock Life Insurance Company of New York

In accordance with the income tax sharing agreements in effect for the applicable tax years, the Company’s income tax expense (benefit) is computed as if the Company filed separate federal income tax returns with tax benefits provided for operating losses and tax credits when utilized by the consolidated group. Intercompany settlements of income taxes are made through an increase or reduction to amounts due to or from affiliates. Such settlements occur on a periodic basis in accordance with the tax sharing agreements.

Taxes receivable from (payable to) affiliates are $728 million and ($137) million at December 31, 2014 and 2013, respectively, and are included in current federal income taxes payable on the Balance Sheets.

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is under continuous examination by the IRS. Effective for 2010, the Company’s common parent, JHFC, merged into Manulife Holdings (Delaware) LLC (“MHDLLC”) resulting in a new combined group. With respect to the legacy MHDLLC

F-57

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

consolidated return group, the IRS audit for tax years through 2009 have been closed. With respect to the legacy JHFC group, the IRS has completed its examinations of tax years 1997 through 2009. The IRS has issued statutory notices of deficiency relating to issues in years 1997 through 2004. JHFC filed a petition in U.S. Tax Court pertaining to leveraged leases to contest years 1997 to 2001 and the trial was completed in 2011 with final judgment entered on July 22, 2014. The IRS issued Revenue Agent Reports for tax years 2005 through 2009. Protests were filed with respect to disagreed issues. The IRS commenced its audit of tax years 2010 through 2013 in September 2014.

On August, 5, 2013, the U.S. Tax Court issued an opinion in the litigation between the Company and the IRS involving the tax treatment of certain leveraged lease investments. The Court’s opinion effectively ruled against the Company with respect to deductions claimed for tax years 1997 — 2001. The Company and the Internal Revenue Service are in the process of determining the impact of the decision on years subsequent to the years that were decided by the Court. The Company has made advance payments of tax and interest and is awaiting final IRS assessments. Although the Company is fully reserved for the taxes and interest that could be due, this decision may result in a decrease in the admissible book value of other deferred tax assets include in surplus in subsequent periods, absent consideration of further management actions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2014			2013
	(in millions)
Balance at beginning of year	$	2,715		$	3,186
Additions based on tax positions related to the current year		49			150
Payments		(550	)		(90	)
Additions for tax positions of prior years		23			59
Reductions for tax positions of prior years		(235	)		(590	)
Balance at end of year	$	2,002		$	2,715

Included in the balances as of December 31, 2014 and 2013, respectively, are $154 million and $149 million of unrecognized benefits that, if recognized, would affect the Company’s effective tax rate. Included in the balances as of December 31, 2014 and 2013, are $1,848 million and $2,566 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Approximately $1,734 million and $2,281 million of such amounts at December 31, 2014 and 2013, respectively, represent deferred tax liability balances related to leveraged lease deductions taken in prior year tax returns that were considered in determining the amount of deferred tax assets that can be admitted by offsetting such amounts against deferred tax liabilities. Excluding the effect of interest and penalties, this will have no impact on the annual effective rate, but would accelerate the payment of taxes to an earlier period.

The Company’s liability for unrecognized tax benefits may decrease in the next twelve months pending the outcome of remaining issues associated with the 2002 through 2009 IRS audit. A reasonable estimate of the decrease cannot be determined at this time however, the Company believes that the ultimate resolution will not result in a material change to its financial statements.

The Company recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense in the Statements of Operations. The Company recognized approximately $9 million of interest expense, and $11 million, and $24 million of interest benefit for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had approximately $209 million and $404 million accrued for interest as of December 31, 2014 and 2013, respectively. The Company did not recognize any material amounts of penalties for the years ended December 31, 2014, 2013 and 2012.

10. Capital and Surplus

There are no restrictions placed on the Company’s unassigned surplus other than restrictions on dividend payments described below.

Under Michigan State insurance laws, no insurer may pay any shareholder dividends from any source other than statutory earned surplus without the prior approval of the Director. Dividends to the shareholder that may be paid without prior approval of the Director are limited by the laws of the State of Michigan. Such dividends are permissible if, together with

F-58

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

10. Capital and Surplus - (continued)

other dividends or distributions made within the preceding 12 months, they do not exceed the greater of 10% of the JHUSA surplus as of December 31 of the preceding year, or the net gain from operations excluding realized capital gains and (losses) for the 12 month period ending December 31 of the immediately preceding year. For the years ended December 31, 2014 and 2013, the Company paid a dividend to its parent company MIC of $500 million and $300 million, respectively. The company paid no dividends for the year ended December 31, 2012.

Life/health insurance companies are subject to certain Risk-Based Capital (“RBC”) requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life/health insurance company is to be determined based on the various risk factors related to it. As of December 31, 2014 and 2013, based on calculations pursuant to those requirements, the Company’s total adjusted capital exceeds the company action level.

The Company has surplus notes described below in the amount of $991 million. The issuance of the surplus notes was approved by the insurance regulators with the following repayment conditions and restrictions: 1) interest payments may be made only with prior approval by the Insurance Department and 2) repayment of the principal due may be made only with the prior approval of the Insurance Department.

Surplus notes in the amount of $450 million were issued on February 25, 1994, for cash pursuant to Rule 144A under the Securities Act of 1933. 100% of the issued and outstanding surplus notes are represented by a global note registered in the name of a nominee of the Depository Trust Company. The interest rate is fixed at 7.375%, and interest is payable semi-annually. The notes mature on February 15, 2024. Interest expense was $33 million for years ended December 31, 2014, 2013 and 2012. Total interest paid through December 31, 2014 was $680 million.

Pursuant to a subordinated surplus note dated September 30, 2008, the Company issued two notes in the amount of $295 million and $110 million to an affiliate, John Hancock Insurance Agency, Inc. (“JHIA”). The interest rate is fixed at 7% per annum and is payable semi-annually. The notes mature on March 31, 2033. The combined interest expense on the notes was $29 million for years ended December 31, 2014, 2013 and 2012. Total interest paid through December 31, 2014 was $173 million.

Pursuant to an amended and restated subordinated surplus note dated September 30, 2008, the Company borrowed $136 million from JHFC. Interest is calculated and reset quarterly at a fluctuating rate equal to 3-month LIBOR plus 130 basis points and is payable semi-annually. The note matures on December 15, 2016. Interest expense was $2 million, $2 million, and $2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Total interest paid through December 31, 2014 was $11 million.

Under Michigan State liquidation statutes, the claims of the Depository Trust Company, JHIA, and JHFC (“the surplus noteholders”) come before those of the Company’s shareholders. There is no preferential treatment in claims between the surplus noteholders.

11. Related Party Transactions

Service Agreements

The Company has formal service agreements with MFC and MLI, which can be terminated by either party upon two months’ notice. Under the various agreements, the Company will pay operating expenses incurred by MFC and MLI on behalf of the Company. Services provided under the agreements include legal, actuarial, investment, data processing, accounting, and certain other administrative services. Management fees relating to the agreement were $398 million, $443 million, and $481 million, respectively, for the years ended December 31, 2014, 2013 and 2012.

The Company has Administrative Service Agreements with its subsidiaries whereby the Company will be reimbursed for operating expenses incurred by the Company. Services provided under the agreement include legal, personnel, marketing, investment accounting, and certain other administrative services and are billed based on intercompany cost allocations or total average daily net assets. The amounts earned under the agreements were $618 million, $328 million, and $266 million for the years ended December 31, 2014, 2013 and 2012, respectively.

F-59

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

Management believes the allocation methods used are reasonable and appropriate in the circumstances; however, the Company’s Balance Sheets and statements of operations may not necessarily be indicative of the financial condition that would have existed if the Company operated as an unaffiliated entity.

Other

During 2014, 2013 and 2012, respectively, the Company received dividends of $43 million, $297 million, and $274 million from John Hancock Investment Management Services LLC, $90 million, $98 million, and $96 million from JHD, $0 million, $0 million, and $0 million from JHNY, and $72 million, $0 million, and $0 million from John Hancock Subsidiaries, LLC (JHS). These dividends are included in the Company’s net investment income.

During 2014, the Company made a capital contribution of $3 million to JHS in exchange for one share of its common stock.

The Company did not own any shares of the stock of its parent, MIC, or its ultimate parent, MFC at December 31, 2014 and 2013, respectively.

The Company did not recognize any impairment write-down for its investment in subsidiaries, controlled or affiliated companies for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company operates a liquidity pool in which affiliates can invest excess cash. Terms of operation and participation in the liquidity pool are set out in the Second Restated and Amended Liquidity Pool and Loan Facility Agreement effective January 1, 2010. The maximum aggregate amounts that JHUSA can accept into the Liquidity Pool are $5 billion in U.S. dollar deposits and $200 million in Canadian dollar deposits. Under the terms of the agreement, certain participants may receive advances from the Liquidity Pool up to certain predetermined limits. By acting as the banker the Company can earn a spread over the amount it pays its affiliates and this aggregation and resulting economies of scale allows the affiliates to improve the investment return on their excess cash. Interest payable on U.S. dollar funds will be reset daily to the one-month U.S. Dollar London Inter-Bank Bid Rate (“LIBID”) and interest payable on Canadian dollar funds is based off the one-month Canadian Dollar Offering Rate (“CDOR”) plus a spread.

F-60

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

The following table details the affiliates and their participation in the Company’s Liquidity Pool:

	December 31,
	2014		2013
	(In millions)
The Manufacturers Investment Corporation	$	105	$	313
John Hancock Financial Corporation		274		36
Manulife Reinsurance Limited		186		7
Manulife Reinsurance (Bermuda) Ltd.		696		81
John Hancock Life & Health Insurance Company		142		249
John Hancock Life Insurance Company Vermont		39		16
John Hancock Reassurance Company, Ltd.		278		21
John Hancock Life Insurance Company New York		611		381
John Hancock Investment Management Services LLC		31		87
John Hancock Subsidiaries LLC		45		26
John Hancock Insurance Agency, Inc.		16		17
Essex Corporation		1		1
Hancock Venture Partners, Inc.		-		15
JH Signature Services Inc.		9		9
JH Partnership Holdings I, II LP		2		4
John Hancock Energy Resources Management, Inc.		4		4
John Hancock Real Estate Finance		1		1
John Hancock Realty Advisors		8		8
JH Advisors LLC		158		37
Manulife Asset Management LLC		75		39
Declaration Management and Research LLC		4		5
Hancock Capital Investment Management LLC		15		7
John Hancock RPS, LLC		14		35
The Berkeley Financial Group, LLC		4		4
Signator Insurance Agency, Inc.		18		-
JH Networking Insurance Agency, Inc.		4		-
Total	$	2,740	$	1,403

Effective March 31, 1996, MLI provides a claims paying guarantee to certain U.S. policyholders. The claims guarantee agreement was terminated effective August 13, 2008, but still remains in effect with respect to policies issued by the Company prior to that date.

MFC fully and unconditionally guarantees payments from the guarantee periods of the accumulation phase for certain of the Company’s market value adjusted annuity contracts.

MFC fully and unconditionally guarantees JHLICO’s SignatureNotes. In December 2009, the entity that formerly issued these notes, JHLICO, ceased to exist and its property and obligations became the property and obligations of the Company.

F-61

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

MFC’s guarantees of the market value adjusted deferred annuity contracts and SignatureNotes 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 market value adjusted deferred annuity contracts and SignatureNotes.

The Company also enters into debt and reinsurance transactions with its affiliates. Please refer to the debt and reinsurance notes for further details.

12. Commitments, Guarantees, Contingencies, and Legal Proceedings

Commitments: The Company has extended commitments to purchase long-term bonds of $207 million, purchase other invested assets of $1,917 million, purchase real estate of $114 million, and issue agricultural and commercial mortgages of $175 million at December 31, 2014. If funded, loans related to real estate mortgages would be fully collateralized by related properties. Approximately 41% of these commitments expire in 2015 and the majority of the remainder expires by 2019.

There were no leasing arrangements that the Company entered into as lessee which could have a material financial effect.

During 2001, the Company entered into an office ground lease agreement, which expires on September 20, 2096. During 2012, the Company entered into a parking lease agreement, which expires on December 31, 2050. The terms of the lease agreements provide for adjustments in future periods. The future minimum lease payments, by year and in the aggregate, under these leases and other non-cancelable operating leases along with the associated sub-lease income are as follows:

	Non-cancelable Operating Leases		Sub-lease Income
	(in millions)
2015	$	21	$	4
2016		12		-
2017		9		-
2018		6		-
2019		5		-
Thereafter		354		-
Total	$	407	$	4

Other than the Company’s investment real estate, the Company does not have any material sub-lease income related to its office space. Leasing of investment real estate is not a significant part of the Company’s business activities in terms of revenue, net income, or assets.

The Company’s investment in leveraged leases relates to equipment used primarily in the transportation industries; however, this type of leasing transaction is not a significant part of the Company’s business activities in terms of revenue, net income, or assets.

On December 23, 2014, the Company entered into an agreement with New York Life under which John Hancock Retirement Plan Services, LLC, an indirect wholly owned subsidiary, will acquire New York Life’s Retirement Plan Services business. In addition, New York Life has agreed to assume, on a reinsurance basis, 60% of the Company’s in-force participating life insurance JHLICO closed block. Subject to the receipt of all necessary approvals and other customary closing conditions, the transaction is anticipated to close in the first half of 2015.

Guarantees: In the course of business, the Company enters into guarantees which vary in nature and purpose and which are accounted for and disclosed under statutory accounting principles.

The Company has issued guarantee agreements pursuant to which the Company guarantees the obligations of JHNY and JHLH under the OTC International Swaps and Derivatives Association, Inc. (“ISDA”) cleared and exchange-traded

F-62

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

12. Commitments, Guarantees, Contingencies, and Legal Proceedings - (continued)

derivative agreements and transactions entered into by JHNY and JHLH with external counterparties. The ISDA guarantees are subject to an overall limit of $1 billion of Potential Future Exposure, using a three-week and 95% confidence parameters, in calculating the counterparty risk exposure.

The Company is party to a financial support agreement with JHLH pursuant to which it has agreed to maintain JHLH’s capital level such that its risk-based capital ratio shall be at or above 225% of the company action level annually. In addition, under the terms of the financial support agreement, the Company undertakes to provide sufficient liquidity to enable JHLH to make timely payment of its contractual obligations.

Contingencies: The Company is an investor in a number of leasing transactions. On August 5, 2013, the U.S. Tax Court issued an opinion effectively ruling in the government’s favor in the litigation between John Hancock and the Internal Revenue Service involving the tax treatment of John Hancock’s investments in certain leverage leases. The Company and the Internal Revenue Service are in the process of determining the impact of the decision on years subsequent to the years that were decided by the Court. Please refer to the federal income taxes note for further details. The Company has made advance payments of tax and interest and is awaiting final IRS assessments. Although the Company is fully reserved for the taxes and interest that could be due, this decision may result in a decrease in the admissible book value of other deferred tax assets included in surplus in subsequent periods, absent consideration of further management actions.

The Company acts as an intermediary/broker in OTC derivative instruments. In these cases, the Company enters into derivative transactions on behalf of affiliated companies and then enters into offsetting derivative transactions with the affiliate. In the event of default of either party, the Company is still obligated to fulfill its obligations with the other party.

The Company is subject to insurance guaranty fund laws in the states in which it does business. Pursuant to these laws, insurance companies are assessed, and required to make periodic payments, to be used to pay benefits to policyholders and claimants of insolvent or rehabilitated insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially affect its financial position.

Legal Proceedings: The Company is regularly involved in litigation, both as a defendant and as a plaintiff. The litigation naming the Company as a defendant ordinarily involves its activities as a provider of insurance protection and wealth management products, an employer, and a taxpayer. In addition, the Michigan Department of Insurance and Financial Services, the Michigan Attorney General, the SEC, the Financial Regulatory Authority, and other government and regulatory bodies 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. An estimation of the range of potential outcomes in any given matter is often unavailable until such matters have developed and sufficient information emerges to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts, and the progress of settlement negotiations. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation contingencies and updates its accruals and estimates of reasonably possible losses or ranges of loss based on such reviews.

F-63

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

13. Annuity Actuarial Reserves

The Company’s annuity reserves and deposit fund liabilities and related separate account liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal (without adjustment), and not subject to discretionary withdrawal provisions are summarized as follows:

	December 31, 2014
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	968	$	559	$	1,879	$	3,406		2	%
At book value less current surrender charge of 5% or more		29		-		-		29		0	%
At fair value		-		-		123,450		123,450		81	%
Total with adjustment or at fair value		997		559		125,329		126,885		83	%
At book value without adjustment (minimal or no charge or adjustment)		8,594		-		-		8,594		6	%
Not subject to discretionary withdrawal		15,577		713		130		16,420		11	%
Total (gross)		25,168		1,272		125,459		151,899		100	%
Reinsurance ceded		5,483		-		-		5,483
Total (net)	$	19,685	$	1,272	$	125,459	$	146,416
	December 31, 2013
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	1,176	$	586	$	1,886	$	3,648		2	%
At book value less current surrender charge of 5% or more		510		-		-		510		0	%
At fair value		-		-		126,623		126,623		81	%
Total with adjustment or at fair value		1,686		586		128,509		130,781		83	%
At book value without adjustment (minimal or no charge or adjustment)		8,634		-		-		8,634		6	%
Not subject to discretionary withdrawal		15,764		686		122		16,572		11	%
Total (gross)		26,084		1,272		128,631		155,987		100	%
Reinsurance ceded		5,992		-		-		5,992
Total (net)	$	20,092	$	1,272	$	128,631	$	149,995

F-64

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts

Separate accounts held by the Company include individual and group variable annuity and variable life products that offer guarantee and non-guaranteed returns. The net investment experience of the separate account is credited directly to the policyholder and can be positive or negative.

For guarantees of amounts in the event of death, the net amount at risk is defined as the excess of the initial sum insured over the current sum insured for fixed premium variable life insurance contracts, and, for other variable life insurance contracts, is equal to the sum insured when the account value is zero and the policy is still in force.

The deposits related to variable annuities generally provide a GMDB. For annuity products, this can take the form of either (a) return of no less than total deposits made to the contract less any partial withdrawals; (b) total deposits made to the contract less any partial withdrawals plus a minimum return; (c) the highest contract value on a specified anniversary date minus any withdrawals following the contract anniversary; or (d) a combination benefit of (b) and (c) above. The assets and liabilities of these accounts are carried at fair value. The GMDB reserve is held in the Company’s general account policy reserves.

The Company sold contracts with Guaranteed Minimum Income Benefit (“GMIB”) riders from 1998 to 2004. The GMIB rider provides a guaranteed lifetime annuity which may be elected by the contract holder after a stipulated waiting period (7 to 15 years), and which may be larger than what the contract account balance could purchase at then-current annuity purchase rates.

The Company sold contracts with a GMWB rider and has since offered multiple variations of this optional benefit. The GMWB rider provides contract holders a guaranteed annual withdrawal amount over a specified time period or in some cases for as long as they live. In general, guaranteed annual withdrawal amounts are based on deposits and may be reduced if withdrawals exceed allowed amounts. Guaranteed amounts may also be increased as a result of “step-up” provisions which increase the benefit base to higher account values at specified intervals. Guaranteed amounts may also be increased if withdrawals are deferred over a specified period. In addition, certain versions of the GMWB rider extend lifetime guarantees to spouses.

Reinsurance has been utilized to mitigate risk related to some of the GMDB and GMIB riders.

For GMDB, the net amount at risk is defined as the current guaranteed minimum death benefit in excess of the current account balance. For GMIB, the net amount at risk is defined as the excess of the current annuitization income base over the current account value. For GMWB, the net amount at risk is defined as the current guaranteed withdrawal amount minus the current account value. For all the guarantees, the net amount at risk is floored at zero at the single contract level.

The deposits related to the variable life insurance contracts are invested in separate accounts and the Company guarantees a specified death benefit if certain specified premiums are paid by the policyholder, regardless of separate account performance.

F-65

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

The assets legally insulated from the general account are attributed to the following products/transactions:

Product/Transaction	Separate Account Legally Insulated Assets				Separate Account Not Legally Insulated Assets
	December 31,
	2014		2013		2014		2013
	(in millions)
Group Annuities (Deposit Administration)	$	78,905	$	77,273	$	-	$	-
Variable Annuities		43,503		48,224		29		34
Life and COLI		12,359		11,832		-		-
Fixed Products — Institutional and stable value fund		2,713		2,756		-		-
Fixed Products — Retail		24		26		570		546
Investments — Funds		2,061		2,075		-		-
Total	$	139,565	$	142,186	$	599	$	580

As of December 31, 2014 and 2013, the general account of the Company had a maximum guarantee for separate account liabilities $7,816 million and $7,617 million, respectively. To compensate the general account for the risk taken, the separate account paid risk charges and amounts toward separate account guarantees are as follows:

	Risk Charges Paid to General Account		Amounts toward Separate Account Guarantees
	(in millions)
2014		$    252		$      74
2013		$    263		$    109
2012		$    269		$    165
2011		$    261		$    145
2010		$    246		$    137

The Company had the following variable annuities with guaranteed benefits:

	December 31,
	2014		2013
	(in millions, except for ages)
Account value	$	44,116	$	48,855
Amount of reserve held		865		349
Net amount at risk — gross		4,699		4,260
Weighted average attained age		67		66

The following assumptions and methodology were used to determine the amounts above at December 31, 2014 and 2013:

• Actuarial Guideline XLIII (AG43) is used in both years to determine the aggregate reserve for products falling under the scope. Assumptions used in the standard scenario are prescribed by the guideline. Assumptions used in the stochastic scenarios are detailed below.

• The stochastically generated projection scenarios have met the scenario calibration criteria prescribed in AG43.

• In 2014 and 2013, annuity mortality is based on the Ruark Variable Annuity Table, which is based on an industry study of variable annuity deaths. The table is further adjusted by factors varied by rider types (living benefit/GMDB only) and qualified and non-qualified business.

F-66

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

• In 2014 and 2013, annuity base lapse rates vary by product, policy year, and rider type, where the lapse rates range from 0.5% to 40% for GMDB, GMIB and GMWB. These rates are dynamically reduced for guarantees that are in-the-money. Beginning in 2012, rates are also dynamically increased for GMWBs that are out-of-the-money.

• For variable annuities, the swap curve at December 31 is used for discounting in both years.

• For variable annuities, mean return, volatility and correlation assumptions are determined by indices, which have met the calibration criteria prescribed in AG43.

Account balances of variable contracts with guarantees were invested in various separate accounts with the following characteristics:

	December 31,
	2014		2013
	(in millions)
Type of Fund
Equity	$	27,353	$	29,211
Balanced		19,449		21,212
Bonds		5,807		6,278
Money Market		683		861
Total	$	53,292	$	57,562

Information regarding the separate accounts of the Company is as follows:

	December 31,
	2014						2013
	Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total		Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total
	(in millions)
Premiums, deposits and other considerations	$	-	$	13,258	$	13,258	$	-	$	13,613	$	13,613
Reserves for accounts with assets at:
Fair value		1,272		137,306		138,578		1,272		139,976		141,248
Amortized cost		-		-		-		-		-		-
Total	$	1,272	$	137,306	$	138,578	$	1,272	$	139,976	$	141,248

F-67

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

	December 31,
	2014						2013
	Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total		Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total
	(in millions)
Reserves for separate accounts by withdrawal characteristics:
Subject to discretionary withdrawal:
With fair value adjustment	$	531	$	1,879	$	2,410	$	554	$	1,886	$	2,440
At book value without fair value adjustments and with current surrender charge of 5% or more		-		2,483		2,483		-		1,933		1,933
At fair value		28		129,620		129,648		32		135,349		135,381
At book value without fair value adjustments and with current surrender charge of less than 5%		-		3,058		3,058		-		557		557
Subtotal		559		137,040		137,599		586		139,725		140,311
Not subject to discretionary withdrawal		713		266		979		686		251		937
Total	$	1,272	$	137,306	$	138,578	$	1,272	$	139,976	$	141,248

Amounts transferred to and from separate accounts are as follows:

	December 31,
	2014			2013			2012
	(in millions)
Transfers to separate accounts	$	16,100		$	14,916		$	18,798
Transfers from separate accounts		24,329			21,304			22,406
Net transfers to (from) separate accounts	$	(8,229	)	$	(6,388	)	$	(3,608	)

F-68

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

15. Employee Benefit Plans

Retirement Plans: The Company participates in the John Hancock Pension Plan, a qualified defined benefit plan that covers substantially all of its employees. The Company also participates in the John Hancock Non-Qualified Pension Plan, a nonqualified defined benefit plan for employees whose qualified cash balance benefit is restricted by the Internal Revenue Code. Both plans are sponsored by MIC. The non-qualified defined benefit plan was frozen except for grandfathered participants as of January 1, 2008, and the benefits accrued under this plan continue to be subject to the plan’s provisions.

The Company is jointly and severally liable for the funding requirements of the plans and will recognize its allocation, from MIC, of the required contributions to the plans as pension expense in its Statements of Operations. The allocation is derived by utilizing participant data, provided by the plan actuary, to calculate payments into the trust for the qualified plan and payments to participants for the non-qualified plan. The expense for these plans was $37 million, $41 million, and $57 million in 2014, 2013 and 2012, respectively.

The Company participates in the John Hancock Supplemental Retirement Plan, a non-qualified defined contribution plan maintained by MFC, which was established as of January 1, 2008 with participant directed investment options. The expense for this plan was not material for the years ended 2014, 2013 and 2012, respectively. The prior non-qualified defined contribution plan was frozen except for grandfathered participants as of January 1, 2008, and the benefits accrued under the prior plan continue to be subject to the prior plan provisions.

The Company also maintains a separate rabbi trust for the purpose of holding assets to be used to satisfy its obligations with respect to certain other non-qualified retirement plans of $332 million and $344 million at December 31, 2014 and 2013, respectively. In the event of insolvency of the Company, the rabbi trust assets can be used to satisfy claims of general creditors.

401 (k) Plans: The Company participates in qualified defined contribution plans for its employees who meet certain eligibility requirements. These plans include the Investment-Incentive Plan for John Hancock Employees and the John Hancock Savings and Investment Plan. Both plans are sponsored by JHUSA. Expense is primarily comprised of the amounts the Company contributes to the plans, which fully matches eligible participants’ basic pre-tax or Roth contributions, subject to a 4% per participant maximum. The expense for the defined contribution plans was not material for the years ended 2014, 2013 and 2012, respectively.

Deferred Compensation Plan: The Company maintains the Deferred Compensation Plan for Certain Employees of John Hancock, and the Deferred Compensation Plan of the John Hancock Financial Network, both of which are deferred compensation plans sponsored by MFC. These plans are for a select group of management or highly compensated employees and certain qualified agents. The plans are fully funded and accounts are maintained by a third-party administrator. Under these plans, participants have the flexibility and opportunity to invest their plan balances in mutual funds. The liability for these plans at December 31, 2014 and 2013 was $91 million and $88 million, respectively.

Prior to January 1, 2006, the Company offered the Legacy Deferred Compensation Plan for Certain Employees of John Hancock Life Insurance Company (USA), the legacy plan, which is closed to new participation and is unfunded. These are notional accounts and all liabilities have remained with the Company and are paid out of general account assets when a distribution is taken. The liability for this plan was not material as of December 31, 2014 and 2013 respectively.

Postretirement Benefit Plan: The Company participates in the John Hancock Employee Welfare Plan which is sponsored by MIC. Consistent with the pension plan, the Company is jointly and severally liable for the funding requirements of the plan and will recognize its allocation, from MIC, of the benefits earned by plan participants as postretirement benefits expense in its Statements of Operations. The allocation is derived by utilizing participant data, provided by the plan actuary, to calculate the benefits earned; i.e., service cost, relating to participants employed by the Company. In addition, any difference between actual cash paid for benefits to plan participants and benefits earned is recorded directly to unassigned surplus. The expense and charge to surplus for the John Hancock Employee Welfare Plan were not material for the years ended 2014, 2013 and 2012, respectively.

F-69

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt

Lines of Credit:At December 31, 2014, the Company, MFC, and other MFC subsidiaries had a committed line of credit through a group of banks totaling $500 million pursuant to a multi-year facility, which will expire in 2019. The banks will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, MFC is required to maintain a certain minimum level of net worth, and MFC and the Company are required to comply with certain other covenants, which were met at December 31, 2014. At December 31, 2014, MFC and its subsidiaries, including the Company, had no outstanding borrowings under the agreement.

At December 31, 2014, the Company had a committed line of credit agreement established by MLI totaling $1 billion, which will expire in 2018. MLI will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, the Company is required to maintain a certain minimum level of net worth and comply with certain other covenants as long as any amount is owed to the lender under the agreement. At December 31, 2014, the Company had no outstanding borrowings under the agreement.

At December 31, 2014, JHUSA and MIC share in a committed line of credit established by MFC totaling $1 billion, which will expire in 2018. MFC will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, the Company is required to maintain a certain minimum level of net worth and comply with certain other covenants, as long as any amount is owed to the lender under the agreement. At December 31, 2014, the Company had no outstanding borrowings under the agreement.

Consumer Notes: The Company issued consumer notes through its SignatureNotes Program. SignatureNotes may be redeemed upon the death of the holder, subject to an annual overall program redemption limitation of 1% of the aggregate securities outstanding, or $1 million, or an individual redemption limitation of $200,000 of aggregate principal. SignatureNotes have a variety of issue dates, maturities, interest rates and call provisions. The notes payable balance as of December 31, 2014 and 2013 was $411 million and $644 million, respectively. Interest ranging from 3.1% to 6.0% is due in varying amounts to 2032.

Aggregate maturities of consumer notes are as follows: 2015-$146 million; 2016-$64 million; 2017-$4 million; 2018-$43 million; 2019-$16 million; and thereafter $138 million.

Interest expense on consumer notes, included in benefits to policyholders, was $24 million, $30 million, and $ 36 million in 2014, 2013 and 2012, respectively. Interest paid amounted to $24 million, $30 million, and $ 36 million in 2014, 2013 and 2012, respectively.

Affiliated Debt: Pursuant to a demand note receivable dated September 30, 2008, the Company has $295 million outstanding with MIC. The note, which was to have matured on March 31, 2013, was extended to March 31, 2018. This note was reported as a nonadmitted asset at December 31, 2014 and 2013 since the counterparty is the parent entity of the Company; however, this note will continue to accrue interest throughout the duration of the contract as per the terms of the note. Prior to March 31, 2013, the interest rate was calculated at a fluctuating rate equal to 3-month LIBOR plus 83 basis points per annum. Following the extension, the interest rate is calculated at a fluctuating rate equal to 3-month LIBOR plus 180 basis points per annum. Interest income was $6 million, $6 million, and $4 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company has a demand note receivable dated March 2, 2009 with John Hancock Leasing Corporation (“JH Leasing”) that allows it to loan a minimum principal of $125,000 or an amount in excess in increments of $5,000. As of December 31, 2014 and 2013, the Company had amounts receivable from JH Leasing of $0 million and $3 million, respectively.

Pursuant to a promissory note dated June 28, 2012, the Company borrowed $153 million from Manulife Finance Switzerland AG (“MFSA”). Interest on the loan is calculated at a fluctuating rate equal to 3-month LIBOR plus 90 basis points per annum and is payable quarterly. In addition, the Company renewed two previously outstanding promissory notes to MFSA with an outstanding balance of $7 million and combined these notes with the new note issued on June 28, 2012, thus bringing the total principal balance due to $160 million. On May 23, 2014, the maturity date was extended for a period of one year to June 28, 2015. Following the extension, the interest rate was amended and is calculated at a fluctuating rate equal to 3-month LIBOR plus 88 basis points per annum and is payable quarterly effective from June 28, 2014. Interest expense was $2 million, $2 million, and $1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

F-70

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt - (continued)

Pursuant to a demand note dated December 20, 2012, the Company borrowed $130 million from MIC. The note matures on December 20, 2015. Interest on the loan is calculated at a fluctuating rate equal to the one-month LIBOR rate and is payable monthly. Interest expense was $0 million, $0 million, and $0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Pursuant to a senior note receivable dated December 9, 2014, the Company has $40 million outstanding with JHS. The note matures on December 9, 2019. Interest on the loan is calculated at a fluctuating rate equal to the 3-month LIBOR rate plus 180 basis points per annum and is payable quarterly. Interest income was $0 million for the year ended December 31, 2014.

FHLB (Federal Home Loan Bank) Agreements: The Company is a member of the Federal Home Loan Bank of Indianapolis (FHLBI). The Company uses advances from the FHLBI as a part of its liquidity management program, and any funds obtained for this purpose would be accounted for as borrowed money.

The following table indicates the aggregate amount of the FHLBI capital stock held related to the agreement:

	December 31, 2014
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account
	(in millions)
(a) Membership stock — Class A	$	-	$	-	$	-
(b) Membership stock — Class B		20		20		-
(c) Activity stock		-		-		-
(d) Excess stock		-		-		-
(e) Aggregate total	$	20	$	20	$	-
(f) Actual or estimated borrowing capacity as determined by the insurer	$	446		-		-
	December 31, 2013
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account
	(in millions)
(a) Membership stock — Class A	$	-	$	-	$	-
(b) Membership stock — Class B		19		19		-
(c) Activity stock		-		-		-
(d) Excess stock		-		-		-
(e) Aggregate total	$	19	$	19	$	-
(f) Actual or estimated borrowing capacity as determined by the insurer	$	373		-		-

FHLBI membership stock of $20 million and $19 million was classified as not eligible for redemption for the years ended December 31, 2014 and 2013, respectively. The Company did not have any collateral pledged to FHLBI as of December 31, 2014 and 2013.

F-71

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt - (continued)

The following table represents the aggregate amount of borrowing from FHLBI:

	December 31, 2014
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account		(4) Funding Agreements Reserves Established
	(in millions)
(a) Debt	$	-	$	-	$	-		-
(b) Funding agreements		-		-		-
(c) Other		-		-		-		-
(d) Aggregate total	$	-	$	-	$	-	$	-
	December 31, 2013
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account		(4) Funding Agreements Reserves Established
	(in millions)
(a) Debt	$	-	$	-	$	-		-
(b) Funding agreements		-		-		-
(c) Other		-		-		-		-
(d) Aggregate total	$	-	$	-	$	-	$	-

The maximum amount of aggregate borrowings from FHLBI during 2014 was $10 million. The Company is not subject to any prepayment obligations under current borrowing agreements.

17. Closed Blocks

The Company operates two separate closed blocks for the benefit of certain classes of individual or joint traditional participating whole life insurance policies. The JHUSA closed block was established upon the demutualization of MLI for those designated participating policies that were in-force on September 23, 1999. The JHLICO closed block was established upon the demutualization of JHLICO for those designated participating policies that were in-force on February 1, 2000. As a result of the merger in 2009, the property and obligations of the JHLICO closed block became the property and obligations of JHUSA, but the Company operates these two closed blocks separately.

Assets were allocated to the closed blocks in an amount that, together with anticipated revenues from policies included in the closed blocks, was reasonably expected to be sufficient to support such business, including provision for payment of benefits, direct asset acquisition and disposition costs, taxes, and for continuation of dividend scales, assuming experience underlying such dividend scales continues.

Assets allocated to the closed blocks inure solely to the benefit of policyholders included in the closed blocks and will not revert to the benefit of the shareholders of the Company. In addition, if the assets allocated to the closed blocks and the revenues from the closed blocks’ business prove to be insufficient to pay the benefits guaranteed in the closed blocks, the Company will be required to make payments from its general funds in an amount equal to the shortfall.

If, over time, the aggregate performance of the assets and policies of a closed block is better than was assumed in funding that closed block, dividends to policyholders for that closed block will be increased. If, over time, the aggregate performance of the assets and policies of a closed block is less favorable than was assumed in funding that closed block, dividends to policyholders for that closed block will be reduced.

F-72

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

17. Closed Blocks - (continued)

No reallocation, transfer, borrowing, or lending of assets can be made between the closed blocks and other portions of the Company’s general account, any of its separate accounts, or any affiliate of the Company without prior notification to or approval of the Insurance Department.

The excess of the closed blocks’ liabilities over the closed blocks’ assets represents the expected future post-tax contribution from that closed block which may be recognized in income over the period the policies and contracts in that closed block remain in force.

The following table sets forth certain summarized financial information relating to the JHUSA and JHLICO closed blocks. The JHLICO assets and liabilities exclude the impact of the transfer of the NY business (described in the Reinsurance Note), consistent with the Closed Block Annual Statement filed with the State of Michigan.

	JHUSA				JHLICO
	2014		2013		2014		2013
	(in millions)
Assets:
Bonds	$	3,153	$	2,959	$	6,248	$	6,143
Stocks:
Preferred stocks		-		-		4		4
Common stocks		1		1		11		9
Mortgage loans on real estate		402		514		1,633		1,971
Real estate		842		698		12		12
Cash, cash equivalents and short-term investments		3		-		4		3
Policy loans		1,551		1,585		1,354		1,504
Other invested assets		113		116		127		109
Total cash and invested assets		6,065		5,873		9,393		9,755
Investment income due and accrued		105		101		126		124
Premiums due and deferred		12		13		68		75
Net deferred tax asset		112		112		157		188
Other closed block assets		63		234		91		53
Total closed block assets	$	6,357	$	6,333	$	9,835	$	10,195
Obligations:
Policy reserves		5,871		5,989		9,710		10,159
Policyholders’ and beneficiaries’ funds		67		69		1,360		1,394
Dividends payable to policyholders		314		319		208		216
Policy benefits in process of payment		52		72		155		139
Other policy obligations		2		6		6		7
Other closed block obligations		720		763		198		170
Total closed block obligations	$	7,026	$	7,218	$	11,637	$	12,085

18. Subsequent Events

The Company evaluated the recognition and disclosure of subsequent events for its December 31, 2014 financial statements through March 25, 2015, the date the financial statements were issued.

F-73

AUDITED FINANCIAL STATEMENTS

John Hancock Life Insurance Company (U.S.A.) Separate Account N

December 31, 2014

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Audited Financial Statements

December 31, 2014

Contents

Report of Independent Registered Public Accounting Firm	3
Statements of Assets and Liabilities	5
Statements of Operations and Changes in Contract Owners’ Equity	24
Notes to Financial Statements	67

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of John Hancock Life Insurance Company (U.S.A.) and Contract Owners of John Hancock Life Insurance Company (U.S.A.) Separate Account N

We have audited the accompanying statements of assets and liabilities of John Hancock Life Insurance Company (U.S.A.) Separate Account N (the Account) comprised of the following sub-accounts,

500 Index Fund B Series NAV	International Equity Index Trust B Series I
Active Bond Trust Series I	International Equity Index Trust B Series NAV
Active Bond Trust Series NAV	International Growth Stock Trust Series I
All Cap Core Trust Series I	International Growth Stock Trust Series NAV
All Cap Core Trust Series NAV	International Small Company Trust Series I
Alpha Opportunities Trust Series I	International Small Company Trust Series NAV
Alpha Opportunities Trust Series NAV	International Value Trust Series I
American Asset Allocation Trust Series I	International Value Trust Series NAV
American Global Growth Trust Series I	Investment Quality Bond Trust Series I
American Growth Trust Series I	Investment Quality Bond Trust Series NAV
American Growth-Income Trust Series I	Lifestyle Aggressive MVP Series I
American International Trust Series I	Lifestyle Aggressive MVP Series NAV
American New World Trust Series I	Lifestyle Balanced MVP Series I
Blue Chip Growth Trust Series I	Lifestyle Balanced MVP Series NAV
Blue Chip Growth Trust Series NAV	Lifestyle Conservative MVP Series I
Bond Trust Series I	Lifestyle Conservative MVP Series NAV
Bond Trust Series NAV	Lifestyle Growth MVP Series I
Capital Appreciation Trust Series I	Lifestyle Growth MVP Series NAV
Capital Appreciation Trust Series NAV	Lifestyle Moderate MVP Series I
Capital Appreciation Value Trust Series I	Lifestyle Moderate MVP Series NAV
Capital Appreciation Value Trust Series NAV	M Capital Appreciation
Core Bond Trust Series I	M Large Cap Growth
Core Bond Trust Series NAV	Mid Cap Index Trust Series I
Core Strategy Trust Series I	Mid Cap Index Trust Series NAV
Core Strategy Trust Series NAV	Mid Cap Stock Trust Series I
Emerging Markets Value Trust Series I	Mid Cap Stock Trust Series NAV
Emerging Markets Value Trust Series NAV	Mid Value Trust Series I
Equity-Income Trust Series I	Mid Value Trust Series NAV
Equity-Income Trust Series NAV	Money Market Trust B Series NAV
Financial Industries Trust Series I	Money Market Trust Series I
Financial Industries Trust Series NAV	PIMCO All Asset
Franklin Templeton Founding Allocation Trust Series I	Real Estate Securities Trust Series I
Franklin Templeton Founding Allocation Trust Series NAV	Real Estate Securities Trust Series NAV
Fundamental All Cap Core Trust Series I	Real Return Bond Trust Series I
Fundamental All Cap Core Trust Series NAV	Real Return Bond Trust Series NAV
Fundamental Large Cap Value Trust Series I	Science & Technology Trust Series I
Fundamental Large Cap Value Trust Series NAV	Science & Technology Trust Series NAV
Global Bond Trust Series I	Short Term Government Income Trust Series I
Global Bond Trust Series NAV	Short Term Government Income Trust Series NAV
Global Trust Series I	Small Cap Growth Trust Series I
Global Trust Series NAV	Small Cap Growth Trust Series NAV
Health Sciences Trust Series I	Small Cap Index Trust Series I
Health Sciences Trust Series NAV	Small Cap Index Trust Series NAV
High Yield Trust Series I	Small Cap Opportunities Trust Series I
High Yield Trust Series NAV	Small Cap Opportunities Trust Series NAV
International Core Trust Series I	Small Cap Value Trust Series I
International Core Trust Series NAV	Small Cap Value Trust Series NAV

3

Small Company Value Trust Series I	U.S. Equity Trust Series I
Small Company Value Trust Series NAV	U.S. Equity Trust Series NAV
Strategic Income Opportunities Trust Series I	Ultra Short Term Bond Trust Series I
Strategic Income Opportunities Trust Series NAV	Ultra Short Term Bond Trust Series NAV
Total Bond Market Trust B Series NAV	Utilities Trust Series I
Total Return Trust Series I	Utilities Trust Series NAV
Total Return Trust Series NAV	Value Trust Series I
Total Stock Market Index Trust Series I	Value Trust Series NAV
Total Stock Market Index Trust Series NAV

as of December 31, 2014, and the related statements of operations and changes in contract owners’ equity and unit values disclosure for the above mentioned sub-accounts and for the Fundamental Value Trust Series I, Fundamental Value Trust Series NAV, Natural Resources Trust Series I and Natural Resources Trust Series NAV (the “closed sub-accounts”) for each of the years or periods indicated therein. These financial statements and unit values disclosure are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and unit values disclosure based on our audits.

We conducted our audits 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 the financial statements and unit values disclosure are free of material misstatement. We were not engaged to perform an audit of the Account’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and unit values disclosure, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the fund companies, or their transfer agents, as applicable. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and unit values disclosure referred to above present fairly, in all material respects, the financial position of each of the above mentioned sub-accounts constituting John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, the results of their and the closed sub-accounts’ operations, changes in contract owners’ equity and unit values disclosure for the years or periods indicated therein in conformity with U.S. generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Toronto, Canada

March 27, 2015

4

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	500 Index Fund B		Active Bond Trust		Active Bond Trust		All Cap Core Trust		All Cap Core Trust		Alpha Opportunities
	Series NAV		Series I		Series NAV		Series I		Series NAV		Trust Series I
Total Assets
Investments at fair value	$	70,165,738	$	652,410	$	258,343	$	485,040	$	1,485,095	$	44,060
Units outstanding		1,978,310		31,753		3,635		16,812		73,424		1,984
Unit value	$	35.47	$	20.55	$	71.07	$	28.85	$	20.23	$	22.21
Shares		2,732,311		66,034		26,122		17,754		54,339		3,240
Cost	$	58,017,941	$	659,055	$	264,154	$	312,799	$	1,101,489	$	49,235

See accompanying notes.

5

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

			American Asset								American
	Alpha Opportunities		Allocation Trust		American Global		American Growth		American Growth-		International Trust
	Trust Series NAV		Series I		Growth Trust Series I		Trust Series I		Income Trust Series I		Series I
Total Assets
Investments at fair value	$	451,105	$	9,330,298	$	294,485	$	13,915,124	$	12,621,437	$	17,919,976
Units outstanding		18,510		638,145		20,260		605,899		501,916		885,723
Unit value	$	24.37	$	14.62	$	14.54	$	22.97	$	25.15	$	20.23
Shares		33,121		592,400		18,568		578,111		525,893		971,272
Cost	$	528,190	$	6,008,594	$	257,597	$	11,004,116	$	8,366,489	$	16,855,153

See accompanying notes.

6

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	American New		Blue Chip Growth		Blue Chip Growth				Bond Trust Series		Capital Appreciation
	World Trust Series I		Trust Series I		Trust Series NAV		Bond Trust Series I		NAV		Trust Series I
Total Assets
Investments at fair value	$	2,024,617	$	6,900,133	$	37,958,334	$	763,656	$	660,948	$	7,804,233
Units outstanding		127,899		154,074		310,431		69,117		59,182		331,659
Unit value	$	15.83	$	44.78	$	122.28	$	11.05	$	11.17	$	23.53
Shares		153,148		192,311		1,058,515		55,864		48,386		504,475
Cost	$	2,171,914	$	4,952,492	$	29,628,904	$	770,627	$	674,172	$	7,267,092

See accompanying notes.

7

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

					Capital Appreciation
	Capital Appreciation		Capital Appreciation		Value Trust Series		Core Bond Trust		Core Bond Trust		Core Strategy Trust
	Trust Series NAV		Value Trust Series I		NAV		Series I		Series NAV		Series I
Total Assets
Investments at fair value	$	1,316,065	$	3,067,556	$	170,141	$	13,635	$	1,029,116	$	103,391
Units outstanding		54,104		180,139		9,702		716		63,291		7,355
Unit value	$	24.32	$	17.03	$	17.54	$	19.04	$	16.26	$	14.06
Shares		85,017		240,028		13,323		1,031		78,141		6,916
Cost	$	1,139,994	$	3,052,717	$	172,015	$	14,298	$	1,046,222	$	99,135

See accompanying notes.

8

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Core Strategy Trust  Series NAV		Emerging Markets Value Trust Series I		Emerging  Markets Value Trust Series NAV		Equity-Income Trust Series I		Equity-Income Trust Series NAV		Financial Industries Trust Series I (f)
Total Assets
Investments at fair value	$	2,754,913	$	174,123	$	1,069,467	$	13,815,930	$	41,632,989	$	1,468,331
Units outstanding		186,973		12,966		94,432		330,215		908,115		66,065
Unit value	$	14.73	$	13.43	$	11.33	$	41.84	$	45.85	$	22.23
Shares		184,152		19,542		120,165		721,082		2,179,738		85,867
Cost	$	2,717,733	$	189,054	$	1,219,080	$	12,805,025	$	39,987,377	$	1,292,530

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

9

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Financial Industries Trust Series NAV (f)		Franklin Templeton Founding Allocation Trust Series I		Franklin Templeton Founding Allocation Trust Series NAV		Fundamental All Cap  Core Trust Series I		Fundamental All Cap  Core Trust Series NAV		Fundamental Large Cap  Value Trust Series I
Total Assets
Investments at fair value	$	421,279	$	10,707	$	223,988	$	305,617	$	1,008,965	$	7,280,882
Units outstanding		14,800		771		15,395		8,736		46,584		269,824
Unit value	$	28.46	$	13.89	$	14.55	$	34.98	$	21.66	$	26.98
Shares		24,680		822		17,217		13,565		44,625		415,576
Cost	$	368,509	$	10,410	$	200,746	$	267,124	$	752,173	$	6,993,461

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

10

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Fundamental Large
	Cap Value Trust		Global Bond Trust		Global Bond Trust				Global Trust Series		Health Sciences
	Series NAV		Series I		Series NAV		Global Trust Series I		NAV		Trust Series I
Total Assets
Investments at fair value	$	3,363,327	$	2,486,507	$	6,936,132	$	3,234,105	$	2,209,342	$	6,505,363
Units outstanding		168,466		88,633		225,164		113,243		128,007		100,406
Unit value	$	19.96	$	28.05	$	30.80	$	28.56	$	17.26	$	64.79
Shares		191,971		198,128		554,891		165,174		112,952		193,901
Cost	$	3,015,586	$	2,548,779	$	7,120,587	$	3,152,797	$	2,208,351	$	5,302,736

See accompanying notes.

11

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Health Sciences		High Yield Trust		High Yield Trust		International Core		International Core		International Equity
	Trust Series NAV		Series I		Series NAV		Trust Series I		Trust Series NAV		Index Trust B Series I
Total Assets
Investments at fair value	$	4,453,523	$	3,940,682	$	3,919,626	$	2,612,774	$	390,023	$	4,391,997
Units outstanding		82,761		134,138		185,483		133,817		24,279		382,220
Unit value	$	53.81	$	29.38	$	21.13	$	19.53	$	16.06	$	11.49
Shares		131,839		691,348		696,203		248,362		37,216		277,098
Cost	$	3,599,916	$	4,295,087	$	4,262,346	$	2,690,951	$	397,284	$	4,419,717

See accompanying notes.

12

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	International Equity Index Trust B Series NAV		International Growth Stock Trust Series I		International Growth Stock Trust Series NAV		International Small Company Trust Series I		International Small Company Trust Series NAV		International Value Trust  Series I
Total Assets
Investments at fair value	$	12,445,286	$	389,721	$	8,259,090	$	964,173	$	1,102,938	$	3,564,560
Units outstanding		274,026		31,635		664,305		70,056		77,732		158,546
Unit value	$	45.42	$	12.32	$	12.43	$	13.76	$	14.19	$	22.48
Shares		785,687		23,505		498,136		83,262		95,327		284,255
Cost	$	12,330,145	$	403,448	$	7,850,249	$	908,914	$	1,056,511	$	3,580,683

See accompanying notes.

13

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

					Investment Quality
	International Value		Investment Quality		Bond Trust Series		Lifestyle Aggressive		Lifestyle Aggressive		Lifestyle Balanced
	Trust Series NAV		Bond Trust Series I		NAV		MVP Series I (a)		MVP Series NAV (a)		MVP Series I (b)
Total Assets
Investments at fair value	$	4,588,626	$	5,210,369	$	696,875	$	1,846,787	$	7,175,743	$	4,472,852
Units outstanding		297,190		169,445		43,612		65,914		384,239		141,756
Unit value	$	15.44	$	30.75	$	15.98	$	28.02	$	18.68	$	31.55
Shares		368,564		447,242		60,024		171,794		666,891		322,484
Cost	$	4,693,689	$	5,153,193	$	709,267	$	1,615,112	$	6,914,695	$	4,173,211

(a) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

See accompanying notes.

14

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

			Lifestyle		Lifestyle
	Lifestyle Balanced		Conservative MVP		Conservative MVP		Lifestyle Growth		Lifestyle Growth		Lifestyle Moderate
	MVP Series NAV (b)		Series I (c)		Series NAV (c)		MVP Series I (d)		MVP Series NAV (d)		MVP Series I (e)
Total Assets
Investments at fair value	$	16,550,537	$	2,267,102	$	5,549,392	$	3,336,327	$	24,905,735	$	1,868,983
Units outstanding		941,999		71,768		338,321		110,388		1,382,122		57,869
Unit value	$	17.57	$	31.59	$	16.40	$	30.22	$	18.02	$	32.30
Shares		1,191,543		187,055		457,116		236,117		1,760,123		140,525
Cost	$	15,833,427	$	2,407,270	$	5,918,554	$	2,986,440	$	23,138,748	$	1,899,556

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(c) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

(d) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

See accompanying notes.

15

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Lifestyle Moderate MVP Series NAV (e)		M Capital Appreciation (g)		M Large Cap Growth (g)		Mid Cap Index Trust Series I		Mid Cap Index Trust Series NAV		Mid Cap Stock Trust Series I
Total Assets
Investments at fair value	$	10,014,996	$	284,699	$	661,179	$	5,654,051	$	9,542,017	$	3,178,771
Units outstanding		579,654		3,347		13,169		144,638		345,780		100,130
Unit value	$	17.28	$	85.06	$	50.21	$	39.09	$	27.60	$	31.75
Shares		752,441		9,421		27,607		253,659		428,085		170,810
Cost	$	10,009,644	$	263,825	$	614,676	$	5,185,315	$	8,805,973	$	2,796,781

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

16

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Mid Cap Stock Trust		Mid Value Trust		Mid Value Trust		Money Market Trust		Money Market Trust
	Series NAV		Series I		Series NAV		B Series NAV		Series I		PIMCO All Asset (g)
Total Assets
Investments at fair value	$	6,700,757	$	5,816,570	$	20,406,311	$	53,776,794	$	25,347,938	$	3,704,837
Units outstanding		90,888		228,646		511,313		3,095,151		1,220,595		222,794
Unit value	$	73.73	$	25.44	$	39.91	$	17.37	$	20.77	$	16.63
Shares		357,374		416,660		1,467,024		53,776,794		25,347,938		351,836
Cost	$	6,618,123	$	5,454,265	$	19,392,036	$	53,776,794	$	25,347,938	$	3,950,994

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

17

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Real Estate		Real Estate						Science &		Science &
	Securities Trust		Securities Trust		Real Return Bond		Real Return Bond		Technology Trust		Technology Trust
	Series I		Series NAV		Trust Series I		Trust Series NAV		Series I		Series NAV
Total Assets
Investments at fair value	$	11,707,207	$	13,743,347	$	2,433,390	$	11,876,727	$	8,264,943	$	2,267,934
Units outstanding		73,812		98,937		118,175		795,107		273,549		84,429
Unit value	$	158.61	$	138.91	$	20.59	$	14.94	$	30.21	$	26.86
Shares		652,212		770,367		202,783		1,003,102		305,205		83,288
Cost	$	8,189,191	$	11,473,246	$	2,521,299	$	12,725,244	$	6,635,463	$	1,983,361

See accompanying notes.

18

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Short Term		Short Term
	Government Income		Government Income		Small Cap Growth		Small Cap Growth		Small Cap Index		Small Cap Index
	Trust Series I		Trust Series NAV		Trust Series I		Trust Series NAV		Trust Series I		Trust Series NAV
Total Assets
Investments at fair value	$	1,684,090	$	1,430,185	$	1,100,361	$	9,611,290	$	5,649,121	$	5,961,751
Units outstanding		162,685		134,293		41,085		293,216		185,766		229,643
Unit value	$	10.35	$	10.65	$	26.78	$	32.78	$	30.41	$	25.96
Shares		135,923		115,431		94,209		817,287		366,826		386,625
Cost	$	1,721,523	$	1,464,578	$	1,079,757	$	9,382,183	$	5,198,391	$	5,526,522

See accompanying notes.

19

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Small Cap		Small Cap								Small Company
	Opportunities Trust		Opportunities Trust		Small Cap Value		Small Cap Value		Small Company		Value Trust Series
	Series I		Series NAV		Trust Series I		Trust Series NAV		Value Trust Series I		NAV
Total Assets
Investments at fair value	$	15,811,294	$	321,029	$	888,050	$	8,868,217	$	5,332,408	$	1,391,555
Units outstanding		429,728		16,522		37,291		128,165		166,559		60,990
Unit value	$	36.79	$	19.43	$	23.81	$	69.19	$	32.02	$	22.82
Shares		500,992		10,217		36,085		361,084		215,625		56,361
Cost	$	15,049,552	$	307,761	$	848,854	$	8,172,798	$	4,538,797	$	1,247,391

See accompanying notes.

20

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Strategic Income		Strategic Income
	Opportunities Trust		Opportunities Trust		Total Bond Market		Total Return Trust		Total Return Trust		Total Stock Market
	Series I		Series NAV		Trust B Series NAV		Series I		Series NAV		Index Trust Series I
Total Assets
Investments at fair value	$	1,845,517	$	3,827,550	$	16,376,223	$	13,400,049	$	28,029,068	$	2,980,160
Units outstanding		75,032		199,884		693,208		475,980		1,554,096		133,517
Unit value	$	24.60	$	19.15	$	23.62	$	28.15	$	18.04	$	22.32
Shares		139,389		289,966		1,580,717		972,427		2,042,935		160,829
Cost	$	1,881,973	$	3,896,508	$	16,373,490	$	13,656,444	$	29,043,882	$	2,393,795

See accompanying notes.

21

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Total Stock Market								Ultra Short Term
	Index Trust Series		U.S. Equity Trust		U.S. Equity Trust		Ultra Short Term		Bond Trust Series
	NAV		Series I		Series NAV		Bond Trust Series I		NAV		Utilities Trust Series I
Total Assets
Investments at fair value	$	1,552,966	$	1,343,040	$	3,020,558	$	9,125	$	736,071	$	2,201,188
Units outstanding		19,481		92,865		206,068		931		73,092		63,595
Unit value	$	79.72	$	14.46	$	14.66	$	9.80	$	10.07	$	34.61
Shares		83,853		69,265		155,699		773		62,379		135,291
Cost	$	1,370,642	$	1,091,224	$	2,463,577	$	9,267	$	746,385	$	1,949,492

See accompanying notes.

22

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Utilities Trust Series				Value Trust Series
	NAV		Value Trust Series I		NAV
Total Assets
Investments at fair value	$	4,484,351	$	2,527,117	$	1,373,280
Units outstanding		150,086		48,637		50,565
Unit value	$	29.88	$	51.96	$	27.16
Shares		275,790		98,179		53,414
Cost	$	4,198,800	$	2,054,579	$	1,178,633

See accompanying notes.

23

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	500 Index Fund B Series NAV						Active Bond Trust Series I						Active Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	1,085,153		$	923,231		$	24,116		$	38,096		$	9,373		$	12,736
Expenses:
Mortality and expense risk and administrative charges		(97,809	)		(88,960	)		(3,911	)		(3,469	)		—			—
Net investment income (loss)		987,344			834,271			20,205			34,627			9,373			12,736
Realized gains (losses) on investments:
Capital gain distributions received		948,791			106,786			—			—			—			—
Net realized gain (loss)		5,420,301			5,069,350			900			(2,017	)		(2,607	)		(4,207	)
Realized gains (losses)		6,369,092			5,176,136			900			(2,017	)		(2,607	)		(4,207	)
Unrealized appreciation (depreciation) during the period		568,294			7,764,091			16,625			(33,769	)		6,192			(8,026	)
Net increase (decrease) in contract owners’ equity from operations		7,924,730			13,774,498			37,730			(1,159	)		12,958			503
Changes from principal transactions:
Purchase payments		2,359,292			1,503,071			42,940			30,685			34,311			27,249
Transfers between sub-accounts and the company		7,737,412			4,663,042			131,353			91,588			100,672			(5,193	)
Transfers on general account policy loans		(424,345	)		(561,016	)		(316	)		(313	)		—			—
Withdrawals		(1,536,440	)		(1,849,734	)		(2,508	)		(10,587	)		(62,472	)		(70,815	)
Annual contract fee		(1,294,472	)		(1,129,674	)		(113,061	)		(97,773	)		(6,711	)		(11,628	)
Net increase (decrease) in contract owners’ equity from principal transactions		6,841,447			2,625,689			58,408			13,600			65,800			(60,387	)
Total increase (decrease) in contract owners’ equity		14,766,177			16,400,187			96,138			12,441			78,758			(59,884	)
Contract owners’ equity at beginning of period		55,399,561			38,999,374			556,272			543,831			179,585			239,469
Contract owners’ equity at end of period	$	70,165,738		$	55,399,561		$	652,410		$	556,272		$	258,343		$	179,585
	2014			2013			2014			2013			2014			2013
Units, beginning of period		1,786,837			1,598,559			28,744			28,002			2,703			3,611
Units issued		739,484			953,051			8,679			10,703			2,388			773
Units redeemed		(548,011	)		(764,773	)		(5,670	)		(9,961	)		(1,456	)		(1,681	)
Units, end of period		1,978,310			1,786,837			31,753			28,744			3,635			2,703

See accompanying notes.

24

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	All Cap Core Trust Series I						All Cap Core Trust Series NAV						All Cap Value Trust Series I
	2014			2013			2014			2013			2014		2013 (j)
Income:
Dividend distributions received	$	4,640		$	5,331		$	12,790		$	12,883		$	—	$	30,191
Expenses:
Mortality and expense risk and administrative charges		(2,974	)		(2,828	)		—			—			—		(9,807	)
Net investment income (loss)		1,666			2,503			12,790			12,883			—		20,384
Realized gains (losses) on investments:
Capital gain distributions received		(1	)		1			—			—			—		1,206,265
Net realized gain (loss)		14,306			9,531			45,318			56,163			—		(491,629	)
Realized gains (losses)		14,305			9,532			45,318			56,163			—		714,636
Unrealized appreciation (depreciation) during the period		19,538			107,523			61,679			210,473			—		(76,227	)
Net increase (decrease) in contract owners’ equity from operations		35,509			119,558			119,787			279,519			—		658,793
Changes from principal transactions:
Purchase payments		14,043			17,811			302,703			45,559			—		60,178
Transfers between sub-accounts and the company		52,786			3,695			49,175			(49,902	)		—		(2,695,044	)
Transfers on general account policy loans		(96	)		2,269			—			—			—		—
Withdrawals		(42,584	)		(60,920	)		(21,280	)		1			—		(480,707	)
Annual contract fee		(34,374	)		(30,728	)		(29,289	)		(24,610	)		—		(54,153	)
Net increase (decrease) in contract owners’ equity from principal transactions		(10,225	)		(67,873	)		301,309			(28,952	)		—		(3,169,726	)
Total increase (decrease) in contract owners’ equity		25,284			51,685			421,096			250,567			—		(2,510,933	)
Contract owners’ equity at beginning of period		459,756			408,071			1,063,999			813,432			—		2,510,933
Contract owners’ equity at end of period	$	485,040		$	459,756		$	1,485,095		$	1,063,999		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		17,368			20,572			57,702			59,304			—		122,020
Units issued		3,764			4,675			20,566			7,621			—		23,614
Units redeemed		(4,320	)		(7,879	)		(4,844	)		(9,223	)		—		(145,634	)
Units, end of period		16,812			17,368			73,424			57,702			—		—

(j) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on December 9, 2013.

See accompanying notes.

25

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	All Cap Value Trust Series NAV					Alpha Opportunities Trust Series I						Alpha Opportunities Trust Series NAV
	2014		2013 (j)			2014			2013			2014			2013
Income:
Dividend distributions received	$	—	$	19,273		$	234		$	153		$	2,596		$	301
Expenses:
Mortality and expense risk and administrative charges		—		—			(275	)		(284	)		—			—
Net investment income (loss)		—		19,273			(41	)		(131	)		2,596			301
Realized gains (losses) on investments:
Capital gain distributions received		—		749,351			9,450			2,016			95,285			3,723
Net realized gain (loss)		—		(417,602	)		103			8,618			2,429			893
Realized gains (losses)		—		331,749			9,553			10,634			97,714			4,616
Unrealized appreciation (depreciation) during the period		—		(2,997	)		(6,499	)		401			(81,445	)		3,887
Net increase (decrease) in contract owners’ equity from operations		—		348,025			3,013			10,904			18,865			8,804
Changes from principal transactions:
Purchase payments		—		140,658			54			—			16,627			14,115
Transfers between sub-accounts and the company		—		(1,561,393	)		(56	)		(7,083	)		399,783			3,605
Transfers on general account policy loans		—		(25	)		—			—			—			—
Withdrawals		—		(10,930	)		(15	)		—			(9,409	)		(74	)
Annual contract fee		—		(28,325	)		(1,980	)		(709	)		(19,322	)		(1,148	)
Net increase (decrease) in contract owners’ equity from principal transactions		—		(1,460,015	)		(1,997	)		(7,792	)		387,679			16,498
Total increase (decrease) in contract owners’ equity		—		(1,111,990	)		1,016			3,112			406,544			25,302
Contract owners’ equity at beginning of period		—		1,111,990			43,044			39,932			44,561			19,259
Contract owners’ equity at end of period	$	—	$	—		$	44,060		$	43,044		$	451,105		$	44,561
	2014		2013			2014			2013			2014			2013
Units, beginning of period		—		71,300			2,080			2,599			1,977			1,159
Units issued		—		16,185			48			2,097			17,776			1,267
Units redeemed		—		(87,485	)		(144	)		(2,616	)		(1,243	)		(449	)
Units, end of period		—		—			1,984			2,080			18,510			1,977

(j) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on December 9, 2013.

See accompanying notes.

26

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American Asset Allocation Trust Series I						American Global Growth Trust Series I						American Global Small Capitalization Trust Series I
	2014			2013			2014			2013			2014		2013 (h)
Income:
Dividend distributions received	$	140,129		$	98,233		$	2,383		$	1,650		$	—	$	118
Expenses:
Mortality and expense risk and administrative charges		(59,397	)		(57,675	)		(671	)		(632	)		—		(18	)
Net investment income (loss)		80,732			40,558			1,712			1,018			—		100
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			—			—		—
Net realized gain (loss)		700,722			465,620			4,641			58,508			—		6,287
Realized gains (losses)		700,722			465,621			4,641			58,508			—		6,287
Unrealized appreciation (depreciation) during the period		(344,107	)		1,387,170			(1,449	)		2,318			—		(1,503	)
Net increase (decrease) in contract owners’ equity from operations		437,347			1,893,349			4,904			61,844			—		4,884
Changes from principal transactions:
Purchase payments		591,105			579,644			35,102			29,880			—		5,467
Transfers between sub-accounts and the company		(33,209	)		(45,474	)		66,715			(201,315	)		—		(55,941	)
Transfers on general account policy loans		30,278			31,342			(292	)		5,016			—		—
Withdrawals		(559,024	)		(417,276	)		(6,052	)		(62,160	)		—		(4	)
Annual contract fee		(905,124	)		(903,525	)		(9,555	)		(9,699	)		—		(548	)
Net increase (decrease) in contract owners’ equity from principal transactions		(875,974	)		(755,289	)		85,918			(238,278	)		—		(51,026	)
Total increase (decrease) in contract owners’ equity		(438,627	)		1,138,060			90,822			(176,434	)		—		(46,142	)
Contract owners’ equity at beginning of period		9,768,925			8,630,865			203,663			380,097			—		46,142
Contract owners’ equity at end of period	$	9,330,298		$	9,768,925		$	294,485		$	203,663		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		698,325			756,098			14,273			34,288			—		4,798
Units issued		99,913			53,077			7,623			26,829			—		733
Units redeemed		(160,093	)		(110,850	)		(1,636	)		(46,844	)		—		(5,531	)
Units, end of period		638,145			698,325			20,260			14,273			—		—

(h) Terminated as an investment option and funds transferred to American Global Growth Trust on April 29, 2013.

See accompanying notes.

27

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American Growth Trust Series I						American Growth-Income Trust Series I						American High-Income Bond Trust Series I
	2014			2013			2014			2013			2014		2013 (m)
Income:
Dividend distributions received	$	116,011		$	67,014		$	110,410		$	103,241		$	—	$	30
Expenses:
Mortality and expense risk and administrative charges		(17,013	)		(22,272	)		(52,611	)		(47,529	)		—		(44	)
Net investment income (loss)		98,998			44,742			57,799			55,712			—		(14	)
Realized gains (losses) on investments:
Capital gain distributions received		—			2			—			—			—		935
Net realized gain (loss)		818,731			1,811,240			812,104			661,550			—		(496	)
Realized gains (losses)		818,731			1,811,242			812,104			661,550			—		439
Unrealized appreciation (depreciation) during the period		183,599			1,634,695			222,100			2,257,911			—		557
Net increase (decrease) in contract owners’ equity from operations		1,101,328			3,490,679			1,092,003			2,975,173			—		982
Changes from principal transactions:
Purchase payments		343,412			732,973			543,305			665,437			—		2,464
Transfers between sub-accounts and the company		(44,995	)		(1,720,510	)		529,116			(2,647	)		—		(36,817	)
Transfers on general account policy loans		(9,597	)		25,370			52,478			34,876			—		—
Withdrawals		(508,743	)		(1,907,589	)		(536,252	)		(946,165	)		—		—
Annual contract fee		(286,731	)		(300,902	)		(689,851	)		(664,198	)		—		(475	)
Net increase (decrease) in contract owners’ equity from principal transactions		(506,654	)		(3,170,658	)		(101,204	)		(912,697	)		—		(34,828	)
Total increase (decrease) in contract owners’ equity		594,674			320,021			990,799			2,062,476			—		(33,846	)
Contract owners’ equity at beginning of period		13,320,450			13,000,429			11,630,638			9,568,162			—		33,846
Contract owners’ equity at end of period	$	13,915,124		$	13,320,450		$	12,621,437		$	11,630,638		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		626,036			731,794			507,491			544,695			—		2,968
Units issued		124,403			526,866			83,731			440,687			—		840
Units redeemed		(144,540	)		(632,624	)		(89,306	)		(477,891	)		—		(3,808	)
Units, end of period		605,899			626,036			501,916			507,491			—		—

(m) Terminated as an investment option and funds transferred to High Yield Trust on April 29, 2013.

See accompanying notes.

28

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American International Trust Series I						American New World Trust Series I						Blue Chip Growth Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	204,669		$	177,397		$	17,702		$	5,103		$	—		$	15,806
Expenses:
Mortality and expense risk and administrative charges		(17,672	)		(18,856	)		(3,454	)		(589	)		(31,145	)		(27,508	)
Net investment income (loss)		186,997			158,541			14,248			4,514			(31,145	)		(11,702	)
Realized gains (losses) on investments:
Capital gain distributions received		2			—			44,793			1			264,854			—
Net realized gain (loss)		1,210,896			908,711			5,038			25,092			867,421			536,790
Realized gains (losses)		1,210,898			908,711			49,831			25,093			1,132,275			536,790
Unrealized appreciation (depreciation) during the period		(1,989,053	)		2,353,913			(197,146	)		23,805			(573,146	)		1,468,804
Net increase (decrease) in contract owners’ equity from operations		(591,158	)		3,421,165			(133,067	)		53,412			527,984			1,993,892
Changes from principal transactions:
Purchase payments		493,412			649,762			124,672			22,850			70,879			65,967
Transfers between sub-accounts and the company		394,733			1,261,597			1,505,817			(210,897	)		(67,179	)		564,306
Transfers on general account policy loans		(5,611	)		19,746			(3,735	)		(2	)		118,866			(6,496	)
Withdrawals		(345,478	)		(2,811,690	)		(17,497	)		(4	)		(206,449	)		(1,032,147	)
Annual contract fee		(356,866	)		(355,144	)		(21,568	)		(10,256	)		(326,511	)		(318,149	)
Net increase (decrease) in contract owners’ equity from principal transactions		180,190			(1,235,729	)		1,587,689			(198,309	)		(410,394	)		(726,519	)
Total increase (decrease) in contract owners’ equity		(410,968	)		2,185,436			1,454,622			(144,897	)		117,590			1,267,373
Contract owners’ equity at beginning of period		18,330,944			16,145,508			569,995			714,892			6,782,543			5,515,170
Contract owners’ equity at end of period	$	17,919,976		$	18,330,944		$	2,024,617		$	569,995		$	6,900,133		$	6,782,543
	2014			2013			2014			2013			2014			2013
Units, beginning of period		878,450			886,530			32,698			45,824			165,084			188,853
Units issued		290,138			488,621			98,038			15,613			36,543			28,817
Units redeemed		(282,865	)		(496,701	)		(2,837	)		(28,739	)		(47,553	)		(52,586	)
Units, end of period		885,723			878,450			127,899			32,698			154,074			165,084

See accompanying notes.

29

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Blue Chip Growth Trust Series NAV						Bond Trust Series I						Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	74,316		$	19,691		$	14,210		$	16,541		$	14,968
Expenses:
Mortality and expense risk and administrative charges		—			—			(2,021	)		(1,573	)		—			—
Net investment income (loss)		—			74,316			17,670			12,637			16,541			14,968
Realized gains (losses) on investments:
Capital gain distributions received		1,293,503			—			—			3,648			—			3,738
Net realized gain (loss)		1,472,842			1,415,722			(156	)		(29	)		(635	)		1,397
Realized gains (losses)		2,766,345			1,415,722			(156	)		3,619			(635	)		5,135
Unrealized appreciation (depreciation) during the period		75,245			6,282,617			12,879			(23,466	)		17,067			(28,131	)
Net increase (decrease) in contract owners’ equity from operations		2,841,590			7,772,655			30,393			(7,210	)		32,973			(8,028	)
Changes from principal transactions:
Purchase payments		2,437,806			1,437,572			558			159			95,223			99,697
Transfers between sub-accounts and the company		4,718,348			4,056,874			243,535			75,540			10,274			(350,122	)
Transfers on general account policy loans		(173,654	)		(1,611	)		—			—			(5,592	)		(70	)
Withdrawals		(303,633	)		(599,122	)		5			—			34			(66,177	)
Annual contract fee		(470,887	)		(317,947	)		(7,180	)		(5,924	)		(19,555	)		(24,201	)
Net increase (decrease) in contract owners’ equity from principal transactions		6,207,980			4,575,766			236,918			69,775			80,384			(340,873	)
Total increase (decrease) in contract owners’ equity		9,049,570			12,348,421			267,311			62,565			113,357			(348,901	)
Contract owners’ equity at beginning of period		28,908,764			16,560,343			496,345			433,780			547,591			896,492
Contract owners’ equity at end of period	$	37,958,334		$	28,908,764		$	763,656		$	496,345		$	660,948		$	547,591
	2014			2013			2014			2013			2014			2013
Units, beginning of period		257,961			208,997			47,293			40,631			51,772			83,643
Units issued		84,573			120,663			23,124			7,186			24,375			15,870
Units redeemed		(32,103	)		(71,699	)		(1,300	)		(524	)		(16,965	)		(47,741	)
Units, end of period		310,431			257,961			69,117			47,293			59,182			51,772

See accompanying notes.

30

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Capital Appreciation Trust Series I						Capital Appreciation Trust Series NAV						Capital Appreciation Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	3,536		$	7,838		$	1,007		$	2,377		$	37,056		$	5,389
Expenses:
Mortality and expense risk and administrative charges		(30,176	)		(16,044	)		—			—			(7,693	)		(1,419	)
Net investment income (loss)		(26,640	)		(8,206	)		1,007			2,377			29,363			3,970
Realized gains (losses) on investments:
Capital gain distributions received		813,711			1			130,651			—			184,493			26,523
Net realized gain (loss)		843,332			113,649			81,335			125,579			4,432			17,282
Realized gains (losses)		1,657,043			113,650			211,986			125,579			188,925			43,805
Unrealized appreciation (depreciation) during the period		(984,607	)		1,144,763			(105,957	)		186,730			(745	)		27,075
Net increase (decrease) in contract owners’ equity from operations		645,796			1,250,207			107,036			314,686			217,543			74,850
Changes from principal transactions:
Purchase payments		29,684			35,237			100,258			104,178			1,475			1,512
Transfers between sub-accounts and the company		(854,757	)		4,553,913			164,837			(121,103	)		2,367,189			106,053
Transfers on general account policy loans		11,731			(9,065	)		(14,267	)		(5,137	)		330			(153	)
Withdrawals		(81,461	)		(40,616	)		(86,188	)		(35,138	)		1,156			(4,037	)
Annual contract fee		(194,503	)		(140,430	)		(42,683	)		(43,042	)		(31,081	)		(6,569	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,089,306	)		4,399,039			121,957			(100,242	)		2,339,069			96,806
Total increase (decrease) in contract owners’ equity		(443,510	)		5,649,246			228,993			214,444			2,556,612			171,656
Contract owners’ equity at beginning of period		8,247,743			2,598,497			1,087,072			872,628			510,944			339,288
Contract owners’ equity at end of period	$	7,804,233		$	8,247,743		$	1,316,065		$	1,087,072		$	3,067,556		$	510,944
	2014			2013			2014			2013			2014			2013
Units, beginning of period		384,105			166,828			49,018			54,106			33,513			27,103
Units issued		104,510			238,193			15,705			16,528			159,328			49,442
Units redeemed		(156,956	)		(20,916	)		(10,619	)		(21,616	)		(12,702	)		(43,032	)
Units, end of period		331,659			384,105			54,104			49,018			180,139			33,513

See accompanying notes.

31

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Capital Appreciation Value Trust Series NAV						Core Allocation Plus Trust Series I					Core Allocation Plus Trust Series NAV
	2014			2013			2014		2013 (i)			2014		2013 (i)
Income:
Dividend distributions received	$	2,106		$	1,277		$	—	$	8		$	—	$	2,468
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(1,338	)		—		—
Net investment income (loss)		2,106			1,277			—		(1,330	)		—		2,468
Realized gains (losses) on investments:
Capital gain distributions received		14,205			8,406			—		118			—		25,419
Net realized gain (loss)		2,701			247			—		87,926			—		(16,311	)
Realized gains (losses)		16,906			8,653			—		88,044			—		9,108
Unrealized appreciation (depreciation) during the period		(3,847	)		3,389			—		1,723			—		(700	)
Net increase (decrease) in contract owners’ equity from operations		15,165			13,319			—		88,437			—		10,876
Changes from principal transactions:
Purchase payments		20,407			14,227			—		—			—		32,807
Transfers between sub-accounts and the company		52,314			36,161			—		(49,971	)		—		(85,509	)
Transfers on general account policy loans		(3	)		—			—		—			—		—
Withdrawals		(17,943	)		161			—		(1,350,694	)		—		8
Annual contract fee		(5,442	)		(2,836	)		—		(12,134	)		—		(2,201	)
Net increase (decrease) in contract owners’ equity from principal transactions		49,333			47,713			—		(1,412,799	)		—		(54,895	)
Total increase (decrease) in contract owners’ equity		64,498			61,032			—		(1,324,362	)		—		(44,019	)
Contract owners’ equity at beginning of period		105,643			44,611			—		1,324,362			—		44,019
Contract owners’ equity at end of period	$	170,141		$	105,643		$	—	$	—		$	—	$	—
	2014			2013			2014		2013			2014		2013
Units, beginning of period		6,770			3,496			—		126,749			—		4,141
Units issued		4,851			3,840			—		2,838			—		2,717
Units redeemed		(1,919	)		(566	)		—		(129,587	)		—		(6,858	)
Units, end of period		9,702			6,770			—		—			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

32

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Core Bond Trust Series I						Core Bond Trust Series NAV						Core Strategy Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	408		$	305		$	17,436		$	9,796		$	2,496		$	869
Expenses:
Mortality and expense risk and administrative charges		(92	)		(125	)		—			—			(697	)		(70	)
Net investment income (loss)		316			180			17,436			9,796			1,799			799
Realized gains (losses) on investments:
Capital gain distributions received		—			547			—			16,477			327			38
Net realized gain (loss)		(128	)		(309	)		(9,656	)		(20,925	)		837			213
Realized gains (losses)		(128	)		238			(9,656	)		(4,448	)		1,164			251
Unrealized appreciation (depreciation) during the period		529			(967	)		22,676			(20,668	)		2,422			1,741
Net increase (decrease) in contract owners’ equity from operations		717			(549	)		30,456			(15,320	)		5,385			2,791
Changes from principal transactions:
Purchase payments		1,558			1,159			15,644			75,394			3,045			391
Transfers between sub-accounts and the company		(240	)		(10,856	)		615,743			(374,806	)		(53,074	)		148,135
Transfers on general account policy loans		—			—			(60,333	)		(94	)		—			—
Withdrawals		4			1			—			(9,503	)		(629	)		(755	)
Annual contract fee		(2,200	)		(2,296	)		(18,375	)		(20,961	)		(2,556	)		(516	)
Net increase (decrease) in contract owners’ equity from principal transactions		(878	)		(11,992	)		552,679			(329,970	)		(53,214	)		147,255
Total increase (decrease) in contract owners’ equity		(161	)		(12,541	)		583,135			(345,290	)		(47,829	)		150,046
Contract owners’ equity at beginning of period		13,796			26,337			445,981			791,271			151,220			1,174
Contract owners’ equity at end of period	$	13,635		$	13,796		$	1,029,116		$	445,981		$	103,391		$	151,220
	2014			2013			2014			2013			2014			2013
Units, beginning of period		763			1,416			29,076			50,497			11,340			104
Units issued		94			54			40,188			8,425			191			11,322
Units redeemed		(141	)		(707	)		(5,973	)		(29,846	)		(4,176	)		(86	)
Units, end of period		716			763			63,291			29,076			7,355			11,340

See accompanying notes.

33

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Core Strategy  Trust Series NAV						Disciplined Diversification  Trust Series I					Disciplined Diversification  Trust Series NAV
	2014			2013			2014		2013 (i)			2014		2013 (i)
Income:
Dividend distributions received	$	67,496		$	1,500		$	—	$	—		$	—	$	843
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(4	)		—		—
Net investment income (loss)		67,496			1,500			—		(4	)		—		843
Realized gains (losses) on investments:
Capital gain distributions received		7,776			3,950			—		2			—		9,667
Net realized gain (loss)		8,293			321			—		83			—		(6,950	)
Realized gains (losses)		16,069			4,271			—		85			—		2,717
Unrealized appreciation (depreciation) during the period		31,650			4,061			—		(1	)		—		(568	)
Net increase (decrease) in contract owners’ equity from operations		115,215			9,832			—		80			—		2,992
Changes from principal transactions:
Purchase payments		401,461			8,580			—		29			—		10,662
Transfers between sub-accounts and the company		2,142,904			193,170			—		9			—		(23,737	)
Transfers on general account policy loans		(132	)		(3	)		—		—			—		(4,528	)
Withdrawals		(92,850	)		2			—		(762	)		—		(2,280	)
Annual contract fee		(52,188	)		(1,471	)		—		(21	)		—		(1,529	)
Net increase (decrease) in contract owners’ equity from principal transactions		2,399,195			200,278			—		(745	)		—		(21,412	)
Total increase (decrease) in contract owners’ equity		2,514,410			210,110			—		(665	)		—		(18,420	)
Contract owners’ equity at beginning of period		240,503			30,393			—		665			—		18,420
Contract owners’ equity at end of period	$	2,754,913		$	240,503		$	—	$	—		$	—	$	—
	2014			2013			2014		2013			2014		2013
Units, beginning of period		17,326			2,612			—		60			—		1,599
Units issued		180,865			14,826			—		3			—		841
Units redeemed		(11,218	)		(112	)		—		(63	)		—		(2,440	)
Units, end of period		186,973			17,326			—		—			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

34

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Emerging Markets Value Trust Series I						Emerging Markets Value Trust Series NAV						Equity-Income Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	3,606		$	13,469		$	22,281		$	21,254		$	245,660		$	214,765
Expenses:
Mortality and expense risk and administrative charges		(2,164	)		(5,999	)		—			—			(53,387	)		(52,148	)
Net investment income (loss)		1,442			7,470			22,281			21,254			192,273			162,617
Realized gains (losses) on investments:
Capital gain distributions received		6,779			41,037			41,505			53,047			1,065,012			—
Net realized gain (loss)		(20,435	)		(163,639	)		(16,528	)		(59,936	)		1,752,773			1,013,622
Realized gains (losses)		(13,656	)		(122,602	)		24,977			(6,889	)		2,817,785			1,013,622
Unrealized appreciation (depreciation) during the period		(5,512	)		80,124			(47,416	)		(66,940	)		(2,158,614	)		1,813,556
Net increase (decrease) in contract owners’ equity from operations		(17,726	)		(35,008	)		(158	)		(52,575	)		851,444			2,989,795
Changes from principal transactions:
Purchase payments		2,863			25,277			202,371			231,412			93,826			77,837
Transfers between sub-accounts and the company		(760,392	)		(333,485	)		(198,275	)		283,018			1,704,089			(1,459,075	)
Transfers on general account policy loans		—			—			(4,798	)		16,736			696			17,339
Withdrawals		(7,992	)		(14,577	)		(496,782	)		(5,727	)		(42,361	)		(436,502	)
Annual contract fee		(8,113	)		(21,620	)		(39,887	)		(39,683	)		(495,220	)		(503,927	)
Net increase (decrease) in contract owners’ equity from principal transactions		(773,634	)		(344,405	)		(537,371	)		485,756			1,261,030			(2,304,328	)
Total increase (decrease) in contract owners’ equity		(791,360	)		(379,413	)		(537,529	)		433,181			2,112,474			685,467
Contract owners’ equity at beginning of period		965,483			1,344,896			1,606,996			1,173,815			11,703,456			11,017,989
Contract owners’ equity at end of period	$	174,123		$	965,483		$	1,069,467		$	1,606,996		$	13,815,930		$	11,703,456
	2014			2013			2014			2013			2014			2013
Units, beginning of period		67,004			89,525			134,286			94,969			301,290			367,008
Units issued		814			79,146			713,944			66,971			166,802			36,638
Units redeemed		(54,852	)		(101,667	)		(753,798	)		(27,654	)		(137,877	)		(102,356	)
Units, end of period		12,966			67,004			94,432			134,286			330,215			301,290

See accompanying notes.

35

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Equity-Income Trust Series NAV						Financial Industries Trust Series I						Financial Industries Trust Series NAV
	2014			2013			2014 (f)			2013			2014 (f)			2013
Income:
Dividend distributions received	$	790,767		$	680,855		$	8,992		$	6,057		$	3,099		$	2,670
Expenses:
Mortality and expense risk and administrative charges		—			—			(4,951	)		(3,863	)		—			—
Net investment income (loss)		790,767			680,855			4,041			2,194			3,099			2,670
Realized gains (losses) on investments:
Capital gain distributions received		3,473,532			—			(2	)		9,974			—			4,102
Net realized gain (loss)		4,446,816			2,306,762			87,594			66,662			85,675			10,901
Realized gains (losses)		7,920,348			2,306,762			87,592			76,636			85,675			15,003
Unrealized appreciation (depreciation) during the period		(5,798,771	)		5,027,675			(7,985	)		127,749			(47,631	)		81,970
Net increase (decrease) in contract owners’ equity from operations		2,912,344			8,015,292			83,648			206,579			41,143			99,643
Changes from principal transactions:
Purchase payments		2,479,533			1,491,832			5,586			3,917			52,593			36,807
Transfers between sub-accounts and the company		828,567			3,779,741			332,004			431,411			(45,926	)		28,972
Transfers on general account policy loans		(104,264	)		37,366			82			(495	)		(40,410	)		(91	)
Withdrawals		(742,584	)		(497,170	)		(21,002	)		(105,841	)		(15,766	)		(25,879	)
Annual contract fee		(524,416	)		(464,942	)		(37,009	)		(21,832	)		(19,593	)		(12,092	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,936,836			4,346,827			279,661			307,160			(69,102	)		27,717
Total increase (decrease) in contract owners’ equity		4,849,180			12,362,119			363,309			513,739			(27,959	)		127,360
Contract owners’ equity at beginning of period		36,783,809			24,421,690			1,105,022			591,283			449,238			321,878
Contract owners’ equity at end of period	$	41,632,989		$	36,783,809		$	1,468,331		$	1,105,022		$	421,279		$	449,238
	2014			2013			2014			2013			2014			2013
Units, beginning of period		862,903			745,054			53,864			37,837			17,147			16,078
Units issued		392,484			410,790			38,849			28,735			10,208			4,295
Units redeemed		(347,272	)		(292,941	)		(26,648	)		(12,708	)		(12,555	)		(3,226	)
Units, end of period		908,115			862,903			66,065			53,864			14,800			17,147

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

36

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Franklin Templeton Founding Allocation Trust Series I						Franklin Templeton Founding Allocation Trust Series NAV						Fundamental All Cap Core Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	341		$	293		$	7,219		$	4,404		$	1,279		$	3,023
Expenses:
Mortality and expense risk and administrative charges		(74	)		(79	)		—			—			(1,429	)		(1,498	)
Net investment income (loss)		267			214			7,219			4,404			(150	)		1,525
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		1,656			832			7,542			3,468			123,394			22,490
Realized gains (losses)		1,656			832			7,542			3,468			123,394			22,490
Unrealized appreciation (depreciation) during the period		(1,737	)		1,457			(9,978	)		28,170			(93,080	)		74,471
Net increase (decrease) in contract owners’ equity from operations		186			2,503			4,783			36,042			30,164			98,486
Changes from principal transactions:
Purchase payments		5,065			5,113			22,039			32,953			415			391
Transfers between sub-accounts and the company		—			—			33,474			(8,822	)		(58,885	)		(53,991	)
Transfers on general account policy loans		—			—			(20,124	)		(7	)		—			—
Withdrawals		(2,080	)		1			5			71			1,033			(100	)
Annual contract fee		(5,495	)		(5,058	)		(8,289	)		(5,467	)		(11,626	)		(12,658	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,510	)		56			27,105			18,728			(69,063	)		(66,358	)
Total increase (decrease) in contract owners’ equity		(2,324	)		2,559			31,888			54,770			(38,899	)		32,128
Contract owners’ equity at beginning of period		13,031			10,472			192,100			137,330			344,516			312,388
Contract owners’ equity at end of period	$	10,707		$	13,031		$	223,988		$	192,100		$	305,617		$	344,516
	2014			2013			2014			2013			2014			2013
Units, beginning of period		960			954			13,607			12,111			10,880			13,346
Units issued		358			383			3,682			3,000			7,797			359
Units redeemed		(547	)		(377	)		(1,894	)		(1,504	)		(9,941	)		(2,825	)
Units, end of period		771			960			15,395			13,607			8,736			10,880

See accompanying notes.

37

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Fundamental All Cap Core Trust Series NAV						Fundamental Holdings Trust Series I					Fundamental Large Cap Value Trust Series I
	2014			2013			2014		2013 (i)			2014			2013
Income:
Dividend distributions received	$	4,266		$	6,829		$	—	$	564		$	40,986		$	222
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(107	)		(14,734	)		(775	)
Net investment income (loss)		4,266			6,829			—		457			26,252			(553	)
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—		10,836			(5	)		—
Net realized gain (loss)		28,072			27,594			—		(5,618	)		46,328			1,557
Realized gains (losses)		28,072			27,594			—		5,218			46,323			1,557
Unrealized appreciation (depreciation) during the period		56,502			157,963			—		(2,188	)		214,616			72,717
Net increase (decrease) in contract owners’ equity from operations		88,840			192,386			—		3,487			287,191			73,721
Changes from principal transactions:
Purchase payments		205,539			156,237			—		7,474			11,626			391
Transfers between sub-accounts and the company		(3,897	)		(10,800	)		—		(27,657	)		4,395,659			2,596,174
Transfers on general account policy loans		(159	)		(112	)		—		—			27			—
Withdrawals		(38,673	)		(90,107	)		—		3			(3,776	)		59
Annual contract fee		(21,152	)		(14,233	)		—		(1,143	)		(82,084	)		(1,051	)
Net increase (decrease) in contract owners’ equity from principal transactions		141,658			40,985			—		(21,323	)		4,321,452			2,595,573
Total increase (decrease) in contract owners’ equity		230,498			233,371			—		(17,836	)		4,608,643			2,669,294
Contract owners’ equity at beginning of period		778,467			545,096			—		17,836			2,672,239			2,945
Contract owners’ equity at end of period	$	1,008,965		$	778,467		$	—	$	—		$	7,280,882		$	2,672,239
	2014			2013			2014		2013			2014			2013
Units, beginning of period		39,468			37,548			—		1,244			108,548			160
Units issued		10,943			10,976			—		966			195,130			109,606
Units redeemed		(3,827	)		(9,056	)		—		(2,210	)		(33,854	)		(1,218	)
Units, end of period		46,584			39,468			—		—			269,824			108,548

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

38

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Fundamental Large Cap Value Trust Series NAV						Fundamental Value Trust Series I						Fundamental Value Trust Series NAV
	2014			2013			2014 (k)			2013			2014 (k)			2013
Income:
Dividend distributions received	$	21,278		$	5,457		$	72,835		$	59,273		$	9,879		$	35,694
Expenses:
Mortality and expense risk and administrative charges		—			—			(19,283	)		(24,407	)		—			—
Net investment income (loss)		21,278			5,457			53,552			34,866			9,879			35,694
Realized gains (losses) on investments:
Capital gain distributions received		1			—			1,020,729			(1	)		135,032			—
Net realized gain (loss)		32,525			3,067			849,896			654,910			665,169			288,985
Realized gains (losses)		32,526			3,067			1,870,625			654,909			800,201			288,985
Unrealized appreciation (depreciation) during the period		199,757			141,720			(1,652,966	)		746,325			(671,876	)		558,633
Net increase (decrease) in contract owners’ equity from operations		253,561			150,244			271,211			1,436,100			138,204			883,312
Changes from principal transactions:
Purchase payments		460,766			61,355			69,893			170,078			51,362			81,140
Transfers between sub-accounts and the company		697,513			1,592,535			(4,669,764	)		(792,105	)		(3,054,290	)		(1,864,515	)
Transfers on general account policy loans		(24,390	)		—			27,917			(775	)		—			—
Withdrawals		(63,678	)		(10,656	)		(209,064	)		(1,526,593	)		(19,821	)		(80,579	)
Annual contract fee		(51,422	)		(9,063	)		(225,747	)		(260,157	)		(27,983	)		(54,808	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,018,789			1,634,171			(5,006,765	)		(2,409,552	)		(3,050,732	)		(1,918,762	)
Total increase (decrease) in contract owners’ equity		1,272,350			1,784,415			(4,735,554	)		(973,452	)		(2,912,528	)		(1,035,450	)
Contract owners’ equity at beginning of period		2,090,977			306,562			4,735,554			5,709,006			2,912,528			3,947,978
Contract owners’ equity at end of period	$	3,363,327		$	2,090,977		$	—		$	4,735,554		$	—		$	2,912,528
	2014			2013			2014			2013			2014			2013
Units, beginning of period		115,904			22,510			207,120			329,750			166,902			302,307
Units issued		60,436			94,852			27,140			25,655			20,871			39,531
Units redeemed		(7,874	)		(1,458	)		(234,260	)		(148,285	)		(187,773	)		(174,936	)
Units, end of period		168,466			115,904			—			207,120			—			166,902

(k) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

See accompanying notes.

39

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Global Bond Trust Series I						Global Bond Trust Series NAV						Global Diversification Trust Series I
	2014			2013			2014			2013			2014		2013 (i)
Income:
Dividend distributions received	$	23,529		$	11,747		$	73,583		$	39,271		$	—	$	3,118
Expenses:
Mortality and expense risk and administrative charges		(12,117	)		(12,996	)		—			—			—		(758	)
Net investment income (loss)		11,412			(1,249	)		73,583			39,271			—		2,360
Realized gains (losses) on investments:
Capital gain distributions received		(2	)		—			—			—			—		43,623
Net realized gain (loss)		(21,041	)		(59,272	)		(113,607	)		(671,948	)		—		(15,019	)
Realized gains (losses)		(21,043	)		(59,272	)		(113,607	)		(671,948	)		—		28,604
Unrealized appreciation (depreciation) during the period		57,750			(107,976	)		199,758			49,471			—		(8,995	)
Net increase (decrease) in contract owners’ equity from operations		48,119			(168,497	)		159,734			(583,206	)		—		21,969
Changes from principal transactions:
Purchase payments		16,857			189,135			258,505			224,361			—		23,533
Transfers between sub-accounts and the company		(63,449	)		(317,381	)		137,590			(6,013,991	)		—		(191,176	)
Transfers on general account policy loans		(30	)		(121	)		2,099			14,784			—		(2	)
Withdrawals		(4,376	)		(93,976	)		(109,592	)		(70,918	)		—		(559	)
Annual contract fee		(74,308	)		(78,502	)		(129,900	)		(160,857	)		—		(5,837	)
Net increase (decrease) in contract owners’ equity from principal transactions		(125,306	)		(300,845	)		158,702			(6,006,621	)		—		(174,041	)
Total increase (decrease) in contract owners’ equity		(77,187	)		(469,342	)		318,436			(6,589,827	)		—		(152,072	)
Contract owners’ equity at beginning of period		2,563,694			3,033,036			6,617,696			13,207,523			—		152,072
Contract owners’ equity at end of period	$	2,486,507		$	2,563,694		$	6,936,132		$	6,617,696		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		93,283			103,768			220,019			414,793			—		10,083
Units issued		11,852			48,502			79,106			106,921			—		8,807
Units redeemed		(16,502	)		(58,987	)		(73,961	)		(301,695	)		—		(18,890	)
Units, end of period		88,633			93,283			225,164			220,019			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

40

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Global Trust Series I						Global Trust Series NAV						Health Sciences Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	66,510		$	25,442		$	42,969		$	8,495		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		(10,877	)		(9,070	)		—			—			(26,805	)		(21,055	)
Net investment income (loss)		55,633			16,372			42,969			8,495			(26,805	)		(21,055	)
Realized gains (losses) on investments:
Capital gain distributions received		(2	)		—			—			—			729,281			359,520
Net realized gain (loss)		216,643			114,491			70,694			6,943			908,983			520,429
Realized gains (losses)		216,641			114,491			70,694			6,943			1,638,264			879,949
Unrealized appreciation (depreciation) during the period		(338,835	)		270,527			(142,227	)		121,026			(111,030	)		784,117
Net increase (decrease) in contract owners’ equity from operations		(66,561	)		401,390			(28,564	)		136,464			1,500,429			1,643,011
Changes from principal transactions:
Purchase payments		16,279			14,304			64,328			42,151			23,664			54,651
Transfers between sub-accounts and the company		1,646,209			(26,761	)		1,544,668			121,618			477,906			78,544
Transfers on general account policy loans		273			(878	)		(1,749	)		(126	)		281			(1,076	)
Withdrawals		(39,914	)		(145,387	)		(34,210	)		(9,382	)		(163,919	)		(167,840	)
Annual contract fee		(77,004	)		(58,869	)		(24,953	)		(12,622	)		(181,642	)		(168,495	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,545,843			(217,591	)		1,548,084			141,639			156,290			(204,216	)
Total increase (decrease) in contract owners’ equity		1,479,282			183,799			1,519,520			278,103			1,656,719			1,438,795
Contract owners’ equity at beginning of period		1,754,823			1,571,024			689,822			411,719			4,848,644			3,409,849
Contract owners’ equity at end of period	$	3,234,105		$	1,754,823		$	2,209,342		$	689,822		$	6,505,363		$	4,848,644
	2014			2013			2014			2013			2014			2013
Units, beginning of period		60,023			70,450			38,965			30,473			98,652			104,498
Units issued		84,659			15,217			105,899			10,744			39,550			27,303
Units redeemed		(31,439	)		(25,644	)		(16,857	)		(2,252	)		(37,796	)		(33,149	)
Units, end of period		113,243			60,023			128,007			38,965			100,406			98,652

See accompanying notes.

41

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Health Sciences Trust Series NAV						High Yield Trust Series I						High Yield Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	—		$	284,027		$	320,073		$	275,166		$	170,353
Expenses:
Mortality and expense risk and administrative charges		—			—			(20,167	)		(21,636	)		—			—
Net investment income (loss)		—			—			263,860			298,437			275,166			170,353
Realized gains (losses) on investments:
Capital gain distributions received		508,708			256,118			—			—			—			—
Net realized gain (loss)		568,470			185,900			126,580			(44,159	)		11,691			58,347
Realized gains (losses)		1,077,178			442,018			126,580			(44,159	)		11,691			58,347
Unrealized appreciation (depreciation) during the period		28,966			618,528			(399,524	)		90,254			(319,495	)		(9,035	)
Net increase (decrease) in contract owners’ equity from operations		1,106,144			1,060,546			(9,084	)		344,532			(32,638	)		219,665
Changes from principal transactions:
Purchase payments		147,658			182,869			24,358			23,741			180,635			140,945
Transfers between sub-accounts and the company		24,070			360,087			(613,194	)		727,545			1,527,095			(143,177	)
Transfers on general account policy loans		3,388			17,035			26			(2	)		(30,909	)		1,460
Withdrawals		(205,217	)		(43,747	)		(33,313	)		(128,390	)		(135,806	)		(70,140	)
Annual contract fee		(85,005	)		(61,570	)		(195,704	)		(201,919	)		(60,038	)		(47,061	)
Net increase (decrease) in contract owners’ equity from principal transactions		(115,106	)		454,674			(817,827	)		420,975			1,480,977			(117,973	)
Total increase (decrease) in contract owners’ equity		991,038			1,515,220			(826,911	)		765,507			1,448,339			101,692
Contract owners’ equity at beginning of period		3,462,485			1,947,265			4,767,593			4,002,086			2,471,287			2,369,595
Contract owners’ equity at end of period	$	4,453,523		$	3,462,485		$	3,940,682		$	4,767,593		$	3,919,626		$	2,471,287
	2014			2013			2014			2013			2014			2013
Units, beginning of period		84,840			72,161			162,490			147,763			116,952			121,865
Units issued		24,737			26,377			67,652			67,623			103,125			110,856
Units redeemed		(26,816	)		(13,698	)		(96,004	)		(52,896	)		(34,594	)		(115,769	)
Units, end of period		82,761			84,840			134,138			162,490			185,483			116,952

See accompanying notes.

42

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Core Trust Series I						International Core Trust Series NAV						International Equity Index Trust B Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	103,795		$	79,557		$	15,636		$	11,420		$	139,780		$	94,924
Expenses:
Mortality and expense risk and administrative charges		(15,327	)		(14,179	)		—			—			(16,336	)		(14,070	)
Net investment income (loss)		88,468			65,378			15,636			11,420			123,444			80,854
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		341,902			6,048			20,645			14,005			141,478			90,643
Realized gains (losses)		341,902			6,048			20,645			14,005			141,478			90,643
Unrealized appreciation (depreciation) during the period		(636,759	)		512,318			(70,695	)		56,502			(485,740	)		297,830
Net increase (decrease) in contract owners’ equity from operations		(206,389	)		583,744			(34,414	)		81,927			(220,818	)		469,327
Changes from principal transactions:
Purchase payments		42,230			40,282			54,808			54,547			45,919			213,051
Transfers between sub-accounts and the company		(66,615	)		219,304			6,067			124,945			616,422			326,012
Transfers on general account policy loans		76,456			4,123			(20,142	)		(6,036	)		14,796			1,235
Withdrawals		(109,266	)		(83,680	)		(8,157	)		(50,224	)		(60,807	)		(217,535	)
Annual contract fee		(135,119	)		(131,260	)		(16,437	)		(12,017	)		(125,810	)		(129,733	)
Net increase (decrease) in contract owners’ equity from principal transactions		(192,314	)		48,769			16,139			111,215			490,520			193,030
Total increase (decrease) in contract owners’ equity		(398,703	)		632,513			(18,275	)		193,142			269,702			662,357
Contract owners’ equity at beginning of period		3,011,477			2,378,964			408,298			215,156			4,122,295			3,459,938
Contract owners’ equity at end of period	$	2,612,774		$	3,011,477		$	390,023		$	408,298		$	4,391,997		$	4,122,295
	2014			2013			2014			2013			2014			2013
Units, beginning of period		144,210			141,733			23,700			15,627			340,922			326,562
Units issued		68,849			25,922			8,616			21,801			152,239			127,503
Units redeemed		(79,242	)		(23,445	)		(8,037	)		(13,728	)		(110,941	)		(113,143	)
Units, end of period		133,817			144,210			24,279			23,700			382,220			340,922

See accompanying notes.

43

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Equity Index Trust B Series NAV						International Growth Stock Trust Series I						International Growth Stock Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	416,066		$	358,804		$	10,387		$	5,454		$	172,045		$	98,403
Expenses:
Mortality and expense risk and administrative charges		—			—			(1,927	)		(1,846	)		—			—
Net investment income (loss)		416,066			358,804			8,460			3,608			172,045			98,403
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		1,143,466			557,661			86,458			20,980			495,808			422,313
Realized gains (losses)		1,143,466			557,661			86,458			20,980			495,808			422,313
Unrealized appreciation (depreciation) during the period		(2,153,028	)		1,108,192			(87,804	)		56,599			(650,451	)		876,074
Net increase (decrease) in contract owners’ equity from operations		(593,496	)		2,024,657			7,114			81,187			17,402			1,396,790
Changes from principal transactions:
Purchase payments		556,375			563,763			3,723			1,298			69,733			67,052
Transfers between sub-accounts and the company		(565,506	)		(911,162	)		(184,571	)		82,095			476,464			1,400,658
Transfers on general account policy loans		(228,754	)		(413,830	)		—			—			(1,226	)		(2,944	)
Withdrawals		(1,316,994	)		(472,801	)		(7,072	)		(60	)		(214,586	)		(21,062	)
Annual contract fee		(342,904	)		(356,079	)		(19,877	)		(18,753	)		(91,616	)		(82,390	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,897,783	)		(1,590,109	)		(207,797	)		64,580			238,769			1,361,314
Total increase (decrease) in contract owners’ equity		(2,491,279	)		434,548			(200,683	)		145,767			256,171			2,758,104
Contract owners’ equity at beginning of period		14,936,565			14,502,017			590,404			444,637			8,002,919			5,244,815
Contract owners’ equity at end of period	$	12,445,286		$	14,936,565		$	389,721		$	590,404		$	8,259,090		$	8,002,919
	2014			2013			2014			2013			2014			2013
Units, beginning of period		313,848			349,015			47,849			42,750			644,899			503,747
Units issued		79,886			97,781			38,740			18,807			256,775			507,663
Units redeemed		(119,708	)		(132,948	)		(54,954	)		(13,708	)		(237,369	)		(366,511	)
Units, end of period		274,026			313,848			31,635			47,849			664,305			644,899

See accompanying notes.

44

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Small Company Trust Series I						International Small Company Trust Series NAV						International Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	13,914		$	17,185		$	15,607		$	18,033		$	116,552		$	68,609
Expenses:
Mortality and expense risk and administrative charges		(5,704	)		(5,625	)		—			—			(16,073	)		(17,552	)
Net investment income (loss)		8,210			11,560			15,607			18,033			100,479			51,057
Realized gains (losses) on investments:
Capital gain distributions received		—			2			—			—			—			—
Net realized gain (loss)		85,694			76,517			35,227			74,630			303,180			265,855
Realized gains (losses)		85,694			76,519			35,227			74,630			303,180			265,855
Unrealized appreciation (depreciation) during the period		(169,505	)		138,946			(123,035	)		123,432			(955,812	)		685,800
Net increase (decrease) in contract owners’ equity from operations		(75,601	)		227,025			(72,201	)		216,095			(552,153	)		1,002,712
Changes from principal transactions:
Purchase payments		10,648			82,117			44,667			66,738			27,089			30,696
Transfers between sub-accounts and the company		35,652			(206,062	)		161,099			69,764			208,846			(1,346,803	)
Transfers on general account policy loans		(574	)		(5,987	)		1,022			4,252			(746	)		615
Withdrawals		(12,930	)		(26,866	)		(36,921	)		(107,950	)		(99,168	)		(152,068	)
Annual contract fee		(43,935	)		(44,216	)		(42,381	)		(38,694	)		(144,177	)		(136,222	)
Net increase (decrease) in contract owners’ equity from principal transactions		(11,139	)		(201,014	)		127,486			(5,890	)		(8,156	)		(1,603,782	)
Total increase (decrease) in contract owners’ equity		(86,740	)		26,011			55,285			210,205			(560,309	)		(601,070	)
Contract owners’ equity at beginning of period		1,050,913			1,024,902			1,047,653			837,448			4,124,869			4,725,939
Contract owners’ equity at end of period	$	964,173		$	1,050,913		$	1,102,938		$	1,047,653		$	3,564,560		$	4,124,869
	2014			2013			2014			2013			2014			2013
Units, beginning of period		70,728			86,613			68,776			69,432			160,541			231,082
Units issued		20,783			22,809			18,587			32,460			50,509			18,466
Units redeemed		(21,455	)		(38,694	)		(9,631	)		(33,116	)		(52,504	)		(89,007	)
Units, end of period		70,056			70,728			77,732			68,776			158,546			160,541

See accompanying notes.

45

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Value Trust Series NAV						Investment Quality Bond Trust Series I						Investment Quality Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	155,331		$	93,028		$	152,061		$	143,074		$	20,684		$	17,462
Expenses:
Mortality and expense risk and administrative charges		—			—			(24,637	)		(21,843	)		—			—
Net investment income (loss)		155,331			93,028			127,424			121,231			20,684			17,462
Realized gains (losses) on investments:
Capital gain distributions received		—			—			10,984			70,625			1,668			8,426
Net realized gain (loss)		412,651			205,960			3,152			43,284			(9,663	)		17,926
Realized gains (losses)		412,651			205,960			14,136			113,909			(7,995	)		26,352
Unrealized appreciation (depreciation) during the period		(1,243,133	)		828,241			57,773			(333,214	)		16,516			(52,466	)
Net increase (decrease) in contract owners’ equity from operations		(675,151	)		1,127,229			199,333			(98,074	)		29,205			(8,652	)
Changes from principal transactions:
Purchase payments		196,644			92,397			143,735			156,299			205,994			128,502
Transfers between sub-accounts and the company		(279,412	)		183,903			1,494,490			44,910			231,266			(301,762	)
Transfers on general account policy loans		(11,258	)		7,304			14,560			(8,028	)		(533	)		6,657
Withdrawals		(193,159	)		(279,246	)		(108,421	)		(434,307	)		(184,780	)		(18,468	)
Annual contract fee		(101,940	)		(95,640	)		(212,870	)		(217,447	)		(17,693	)		(16,471	)
Net increase (decrease) in contract owners’ equity from principal transactions		(389,125	)		(91,282	)		1,331,494			(458,573	)		234,254			(201,542	)
Total increase (decrease) in contract owners’ equity		(1,064,276	)		1,035,947			1,530,827			(556,647	)		263,459			(210,194	)
Contract owners’ equity at beginning of period		5,652,902			4,616,955			3,679,542			4,236,189			433,416			643,610
Contract owners’ equity at end of period	$	4,588,626		$	5,652,902		$	5,210,369		$	3,679,542		$	696,875		$	433,416
	2014			2013			2014			2013			2014			2013
Units, beginning of period		320,427			330,302			126,309			141,927			28,628			41,711
Units issued		76,874			121,318			53,007			12,121			31,541			22,071
Units redeemed		(100,111	)		(131,193	)		(9,871	)		(27,739	)		(16,557	)		(35,154	)
Units, end of period		297,190			320,427			169,445			126,309			43,612			28,628

See accompanying notes.

46

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Aggressive MVP Series I						Lifestyle Aggressive MVP Series NAV						Lifestyle Balanced MVP Series I
	2014 (a)			2013			2014 (a)			2013			2014 (b)			2013
Income:
Dividend distributions received	$	52,841		$	68,832		$	207,587		$	153,831		$	127,600		$	227,172
Expenses:
Mortality and expense risk and administrative charges		(14,179	)		(15,426	)		—			—			(38,244	)		(46,308	)
Net investment income (loss)		38,662			53,406			207,587			153,831			89,356			180,864
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			(2	)		—			—
Net realized gain (loss)		348,589			26,009			895,333			475,394			635,935			488,020
Realized gains (losses)		348,589			26,010			895,333			475,392			635,935			488,020
Unrealized appreciation (depreciation) during the period		(339,883	)		560,597			(1,005,258	)		793,926			(349,476	)		359,396
Net increase (decrease) in contract owners’ equity from operations		47,368			640,013			97,662			1,423,149			375,815			1,028,280
Changes from principal transactions:
Purchase payments		34,317			45,666			1,245,707			937,551			192,944			305,482
Transfers between sub-accounts and the company		(1,066,182	)		373,488			771,603			(227,366	)		(3,818,379	)		(16,111	)
Transfers on general account policy loans		(5,966	)		25,447			(692,182	)		(480,393	)		(6,608	)		(6,527	)
Withdrawals		(131,500	)		(142,999	)		(640,320	)		(509,208	)		(81,166	)		(1,340,545	)
Annual contract fee		(74,381	)		(77,667	)		(305,518	)		(241,535	)		(378,945	)		(457,823	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,243,712	)		223,935			379,290			(520,951	)		(4,092,154	)		(1,515,524	)
Total increase (decrease) in contract owners’ equity		(1,196,344	)		863,948			476,952			902,198			(3,716,339	)		(487,244	)
Contract owners’ equity at beginning of period		3,043,131			2,179,183			6,698,791			5,796,593			8,189,191			8,676,435
Contract owners’ equity at end of period	$	1,846,787		$	3,043,131		$	7,175,743		$	6,698,791		$	4,472,852		$	8,189,191
	2014			2013			2014			2013			2014			2013
Units, beginning of period		109,097			98,809			364,230			399,553			265,930			315,814
Units issued		32,094			46,892			195,096			131,388			102,225			108,176
Units redeemed		(75,277	)		(36,604	)		(175,087	)		(166,711	)		(226,399	)		(158,060	)
Units, end of period		65,914			109,097			384,239			364,230			141,756			265,930

(a) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

See accompanying notes.

47

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Balanced MVP Series NAV						Lifestyle Conservative MVP Series I						Lifestyle Conservative MVP Series NAV
	2014 (b)			2013			2014 (c)			2013			2014 (c)			2013
Income:
Dividend distributions received	$	479,068		$	540,343		$	63,784		$	212,108		$	157,206		$	263,994
Expenses:
Mortality and expense risk and administrative charges		—			—			(17,891	)		(29,239	)		—			—
Net investment income (loss)		479,068			540,343			45,893			182,869			157,206			263,994
Realized gains (losses) on investments:
Capital gain distributions received		—			—			208,341			194,957			312,407			249,750
Net realized gain (loss)		1,329,299			571,405			(214,403	)		50,226			(98,831	)		82,014
Realized gains (losses)		1,329,299			571,405			(6,062	)		245,183			213,576			331,764
Unrealized appreciation (depreciation) during the period		(1,025,326	)		1,144,026			128,163			(222,644	)		(85,699	)		(291,652	)
Net increase (decrease) in contract owners’ equity from operations		783,041			2,255,774			167,994			205,408			285,083			304,106
Changes from principal transactions:
Purchase payments		3,587,675			3,462,138			16,533			248,834			(129,754	)		1,438,246
Transfers between sub-accounts and the company		(5,556,947	)		(1,500,341	)		(3,878,917	)		(212,767	)		(1,387,758	)		(988,092	)
Transfers on general account policy loans		(486,834	)		476,304			(156	)		(145	)		(219,637	)		(175,278	)
Withdrawals		(640,247	)		(1,527,579	)		(9,568	)		(426,972	)		(335,253	)		(547,337	)
Annual contract fee		(704,589	)		(699,541	)		(143,658	)		(164,965	)		(213,278	)		(289,399	)
Net increase (decrease) in contract owners’ equity from principal transactions		(3,800,942	)		210,981			(4,015,766	)		(556,015	)		(2,285,680	)		(561,860	)
Total increase (decrease) in contract owners’ equity		(3,017,901	)		2,466,755			(3,847,772	)		(350,607	)		(2,000,597	)		(257,754	)
Contract owners’ equity at beginning of period		19,568,438			17,101,683			6,114,874			6,465,481			7,549,989			7,807,743
Contract owners’ equity at end of period	$	16,550,537		$	19,568,438		$	2,267,102		$	6,114,874		$	5,549,392		$	7,549,989
	2014			2013			2014			2013			2014			2013
Units, beginning of period		1,161,213			1,145,704			199,931			220,419			483,207			519,703
Units issued		304,953			351,506			65,457			142,086			75,870			212,835
Units redeemed		(524,167	)		(335,997	)		(193,620	)		(162,574	)		(220,756	)		(249,331	)
Units, end of period		941,999			1,161,213			71,768			199,931			338,321			483,207

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(c) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

See accompanying notes.

48

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Growth MVP Series I						Lifestyle Growth MVP Series NAV						Lifestyle Moderate MVP Series I
	2014 (d)			2013			2014 (d)			2013			2014 (e)			2013
Income:
Dividend distributions received	$	94,480		$	130,586		$	718,047		$	591,010		$	53,858		$	57,602
Expenses:
Mortality and expense risk and administrative charges		(25,522	)		(28,095	)		—			—			(10,788	)		(10,926	)
Net investment income (loss)		68,958			102,491			718,047			591,010			43,070			46,676
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			1			103,351			—
Net realized gain (loss)		761,884			243,943			1,623,305			1,134,488			83,569			90,049
Realized gains (losses)		761,884			243,944			1,623,305			1,134,489			186,920			90,049
Unrealized appreciation (depreciation) during the period		(702,527	)		582,808			(1,824,061	)		2,240,315			(151,083	)		42,970
Net increase (decrease) in contract owners’ equity from operations		128,315			929,243			517,291			3,965,814			78,907			179,695
Changes from principal transactions:
Purchase payments		74,369			156,216			3,684,115			2,892,977			20,096			29,314
Transfers between sub-accounts and the company		(1,886,048	)		241,020			(1,022,104	)		618,736			(83,860	)		(105,394	)
Transfers on general account policy loans		(6,441	)		(4,663	)		(713,782	)		(991,150	)		(233	)		(417	)
Withdrawals		(352,297	)		(412,934	)		(1,512,184	)		(1,364,972	)		(44,665	)		(280,900	)
Annual contract fee		(208,883	)		(205,389	)		(980,954	)		(805,780	)		(102,154	)		(99,784	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,379,300	)		(225,750	)		(544,909	)		349,811			(210,816	)		(457,181	)
Total increase (decrease) in contract owners’ equity		(2,250,985	)		703,493			(27,618	)		4,315,625			(131,909	)		(277,486	)
Contract owners’ equity at beginning of period		5,587,312			4,883,819			24,933,353			20,617,728			2,000,892			2,278,378
Contract owners’ equity at end of period	$	3,336,327		$	5,587,312		$	24,905,735		$	24,933,353		$	1,868,983		$	2,000,892
	2014			2013			2014			2013			2014			2013
Units, beginning of period		186,695			193,849			1,415,209			1,397,070			64,888			81,035
Units issued		44,525			36,085			424,426			382,073			25,139			25,901
Units redeemed		(120,832	)		(43,239	)		(457,513	)		(363,934	)		(32,158	)		(42,048	)
Units, end of period		110,388			186,695			1,382,122			1,415,209			57,869			64,888

(d) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

See accompanying notes.

49

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Moderate MVP Series NAV						M Capital Appreciation (g)						M Large Cap Growth (g)
	2014 (e)			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	293,016		$	266,479		$	—		$	—		$	263		$	2,177
Expenses:
Mortality and expense risk and administrative charges		—			—			—			—			—			—
Net investment income (loss)		293,016			266,479			—			—			263			2,177
Realized gains (losses) on investments:
Capital gain distributions received		485,754			(1	)		27,084			18,043			76,197			23,454
Net realized gain (loss)		147,676			319,407			5,263			657			17,304			1,370
Realized gains (losses)		633,430			319,406			32,347			18,700			93,501			24,824
Unrealized appreciation (depreciation) during the period		(445,910	)		296,973			(5,705	)		29,068			(43,917	)		86,513
Net increase (decrease) in contract owners’ equity from operations		480,536			882,858			26,642			47,768			49,847			113,514
Changes from principal transactions:
Purchase payments		1,578,370			1,963,274			—			—			—			—
Transfers between sub-accounts and the company		48,489			(639,570	)		44,473			58,249			134,288			76,766
Transfers on general account policy loans		(413,242	)		(75,330	)		—			—			—			—
Withdrawals		(494,416	)		(1,404,990	)		—			—			—			—
Annual contract fee		(321,530	)		(318,007	)		(6,048	)		(3,784	)		(13,111	)		(9,551	)
Net increase (decrease) in contract owners’ equity from principal transactions		397,671			(474,623	)		38,425			54,465			121,177			67,215
Total increase (decrease) in contract owners’ equity		878,207			408,235			65,067			102,233			171,024			180,729
Contract owners’ equity at beginning of period		9,136,789			8,728,554			219,632			117,400			490,155			309,426
Contract owners’ equity at end of period	$	10,014,996		$	9,136,789		$	284,699		$	219,633		$	661,179		$	490,155
	2014			2013			2014			2013			2014			2013
Units, beginning of period		555,212			584,864			2,902			2,160			10,760			9,248
Units issued		148,844			228,970			681			801			3,643			1,761
Units redeemed		(124,402	)		(258,622	)		(236	)		(59	)		(1,234	)		(249	)
Units, end of period		579,654			555,212			3,347			2,902			13,169			10,760

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

50

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Mid Cap Index Trust Series I						Mid Cap Index Trust Series NAV						Mid Cap Stock Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	54,262		$	49,728		$	94,885		$	97,599		$	3,333		$	1,098
Expenses:
Mortality and expense risk and administrative charges		(28,657	)		(25,181	)		—			—			(12,775	)		(11,340	)
Net investment income (loss)		25,605			24,547			94,885			97,599			(9,442	)		(10,242	)
Realized gains (losses) on investments:
Capital gain distributions received		325,588			247,845			552,641			471,024			595,753			54,888
Net realized gain (loss)		425,210			426,977			492,361			678,837			376,982			139,840
Realized gains (losses)		750,798			674,822			1,045,002			1,149,861			972,735			194,728
Unrealized appreciation (depreciation) during the period		(298,724	)		636,010			(332,346	)		1,064,663			(729,433	)		684,231
Net increase (decrease) in contract owners’ equity from operations		477,679			1,335,379			807,541			2,312,123			233,860			868,717
Changes from principal transactions:
Purchase payments		30,948			94,431			715,680			605,721			23,482			21,901
Transfers between sub-accounts and the company		264,756			919,866			311,290			931,045			(249,526	)		98,950
Transfers on general account policy loans		174			169			(290,765	)		(334,715	)		(1,589	)		(1,508	)
Withdrawals		(129,497	)		(2,380,739	)		(1,343,194	)		(445,948	)		(97,026	)		(12,145	)
Annual contract fee		(141,867	)		(138,894	)		(290,932	)		(259,807	)		(100,708	)		(120,364	)
Net increase (decrease) in contract owners’ equity from principal transactions		24,514			(1,505,167	)		(897,921	)		496,296			(425,367	)		(13,166	)
Total increase (decrease) in contract owners’ equity		502,193			(169,788	)		(90,380	)		2,808,419			(191,507	)		855,551
Contract owners’ equity at beginning of period		5,151,858			5,321,646			9,632,397			6,823,978			3,370,278			2,514,727
Contract owners’ equity at end of period	$	5,654,051		$	5,151,858		$	9,542,017		$	9,632,397		$	3,178,771		$	3,370,278
	2014			2013			2014			2013			2014			2013
Units, beginning of period		144,073			195,198			381,850			360,024			114,327			116,498
Units issued		54,308			50,628			96,265			353,301			40,992			25,697
Units redeemed		(53,743	)		(101,753	)		(132,335	)		(331,475	)		(55,189	)		(27,868	)
Units, end of period		144,638			144,073			345,780			381,850			100,130			114,327

See accompanying notes.

51

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Mid Cap Stock Trust Series NAV						Mid Value Trust Series I						Mid Value Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	26,444		$	4,934		$	42,846		$	54,576		$	108,292		$	100,678
Expenses:
Mortality and expense risk and administrative charges		—			—			(23,900	)		(20,391	)		—			—
Net investment income (loss)		26,444			4,934			18,946			34,185			108,292			100,678
Realized gains (losses) on investments:
Capital gain distributions received		3,405,537			134,699			565,701			357,345			944,094			630,926
Net realized gain (loss)		(1,858,477	)		1,418,392			571,054			160,415			427,561			411,668
Realized gains (losses)		1,547,060			1,553,091			1,136,755			517,760			1,371,655			1,042,594
Unrealized appreciation (depreciation) during the period		(875,129	)		657,770			(585,267	)		712,742			(340,281	)		1,248,709
Net increase (decrease) in contract owners’ equity from operations		698,375			2,215,795			570,434			1,264,687			1,139,666			2,391,981
Changes from principal transactions:
Purchase payments		145,913			176,063			9,029			135,435			271,477			157,087
Transfers between sub-accounts and the company		(1,688,517	)		194,470			(219,782	)		534,102			9,939,095			(90,944	)
Transfers on general account policy loans		(101,362	)		2,182			(84	)		(15,321	)		(52,855	)		4,127
Withdrawals		(551,043	)		(80,847	)		(46,024	)		(16,925	)		(357,600	)		(109,817	)
Annual contract fee		(204,579	)		(132,574	)		(134,231	)		(132,166	)		(145,179	)		(131,605	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,399,588	)		159,294			(391,092	)		505,125			9,654,938			(171,152	)
Total increase (decrease) in contract owners’ equity		(1,701,213	)		2,375,089			179,342			1,769,812			10,794,604			2,220,829
Contract owners’ equity at beginning of period		8,401,970			6,026,881			5,637,228			3,867,416			9,611,707			7,390,878
Contract owners’ equity at end of period	$	6,700,757		$	8,401,970		$	5,816,570		$	5,637,228		$	20,406,311		$	9,611,707
	2014			2013			2014			2013			2014			2013
Units, beginning of period		123,212			120,941			244,764			219,606			266,593			269,511
Units issued		218,928			139,021			92,026			56,718			301,725			109,321
Units redeemed		(251,252	)		(136,750	)		(108,144	)		(31,560	)		(57,005	)		(112,239	)
Units, end of period		90,888			123,212			228,646			244,764			511,313			266,593

See accompanying notes.

52

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Money Market Trust  B Series NAV						Money Market Trust Series I						Natural Resources Trust Series I
	2014			2013			2014			2013			2014 (l)			2013
Income:
Dividend distributions received	$	—		$	6,430		$	—		$	—		$	32,032		$	20,438
Expenses:
Mortality and expense risk and administrative charges		—			—			(108,771	)		(169,578	)		(13,470	)		(15,442	)
Net investment income (loss)		—			6,430			(108,771	)		(169,578	)		18,562			4,996
Realized gains (losses) on investments:
Capital gain distributions received		775			2,841			584			1,818			—			—
Net realized gain (loss)		—			—			—			—			(418,862	)		(145,114	)
Realized gains (losses)		775			2,841			584			1,818			(418,862	)		(145,114	)
Unrealized appreciation (depreciation) during the period		(2	)		1			(1	)		(1	)		154,150			206,418
Net increase (decrease) in contract owners’ equity from operations		773			9,272			(108,188	)		(167,761	)		(246,150	)		66,300
Changes from principal transactions:
Purchase payments		16,710,956			23,079,252			725,705			1,453,593			14,333			101,326
Transfers between sub-accounts and the company		(27,443,169	)		1,346,528			966,357			(622,387	)		(3,374,559	)		657,493
Transfers on general account policy loans		(3,051,770	)		(10,094,655	)		(1,976	)		(16,913	)		—			(19	)
Withdrawals		(1,489,402	)		(1,351,917	)		(84,411	)		(56,922,615	)		(41,164	)		(180,626	)
Annual contract fee		(1,497,834	)		(1,595,079	)		(708,311	)		(1,309,795	)		(93,389	)		(108,032	)
Net increase (decrease) in contract owners’ equity from principal transactions		(16,771,219	)		11,384,129			897,364			(57,418,117	)		(3,494,779	)		470,142
Total increase (decrease) in contract owners’ equity		(16,770,446	)		11,393,401			789,176			(57,585,878	)		(3,740,929	)		536,442
Contract owners’ equity at beginning of period		70,547,240			59,153,839			24,558,762			82,144,640			3,740,929			3,204,487
Contract owners’ equity at end of period	$	53,776,794		$	70,547,240		$	25,347,938		$	24,558,762		$	—		$	3,740,929
	2014			2013			2014			2013			2014			2013
Units, beginning of period		4,060,754			3,405,305			1,177,155			3,865,317			94,863			83,594
Units issued		2,706,170			5,079,976			998,613			674,534			30,441			34,152
Units redeemed		(3,671,773	)		(4,424,527	)		(955,173	)		(3,362,696	)		(125,304	)		(22,883	)
Units, end of period		3,095,151			4,060,754			1,220,595			1,177,155			—			94,863

(l) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

See accompanying notes.

53

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Natural Resources Trust Series NAV						PIMCO All Asset (g)						Real Estate Securities Trust Series I
	2014 (l)			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	26,430		$	18,402		$	177,232		$	139,658		$	170,909		$	184,795
Expenses:
Mortality and expense risk and administrative charges		—			—			(3,903	)		(3,705	)		(60,435	)		(63,495	)
Net investment income (loss)		26,430			18,402			173,329			135,953			110,474			121,300
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		(308,559	)		(154,335	)		6,644			12,540			328,159			94,150
Realized gains (losses)		(308,559	)		(154,335	)		6,644			12,540			328,159			94,150
Unrealized appreciation (depreciation) during the period		87,404			190,142			(183,799	)		(164,053	)		2,312,293			(221,186	)
Net increase (decrease) in contract owners’ equity from operations		(194,725	)		54,209			(3,826	)		(15,560	)		2,750,926			(5,736	)
Changes from principal transactions:
Purchase payments		114,816			260,858			195,268			340,006			171,941			273,771
Transfers between sub-accounts and the company		(2,553,575	)		110,788			249,188			742,246			703,346			(1,436,562	)
Transfers on general account policy loans		6,417			20,355			(60,302	)		(519	)		114,743			14,941
Withdrawals		(120,167	)		(111,769	)		(6,526	)		(132,630	)		(531,994	)		(608,247	)
Annual contract fee		(60,272	)		(72,798	)		(125,699	)		(118,528	)		(485,226	)		(552,197	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,612,781	)		207,434			251,929			830,575			(27,190	)		(2,308,294	)
Total increase (decrease) in contract owners’ equity		(2,807,506	)		261,643			248,103			815,015			2,723,736			(2,314,030	)
Contract owners’ equity at beginning of period		2,807,506			2,545,863			3,456,734			2,641,719			8,983,471			11,297,501
Contract owners’ equity at end of period	$	—		$	2,807,506		$	3,704,837		$	3,456,734		$	11,707,207		$	8,983,471
	2014			2013			2014			2013			2014			2013
Units, beginning of period		160,544			150,053			208,924			156,825			74,618			93,434
Units issued		16,817			65,824			46,484			79,706			12,743			9,998
Units redeemed		(177,361	)		(55,333	)		(32,614	)		(27,607	)		(13,549	)		(28,814	)
Units, end of period		—			160,544			222,794			208,924			73,812			74,618

(g) Sub-account that invests in non-affiliated Trust.

(l) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

See accompanying notes.

54

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Real Estate Securities Trust Series NAV						Real Return Bond Trust Series I						Real Return Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	209,665		$	252,734		$	79,826		$	84,783		$	382,623		$	331,588
Expenses:
Mortality and expense risk and administrative charges		—			—			(12,222	)		(18,507	)		—			—
Net investment income (loss)		209,665			252,734			67,604			66,276			382,623			331,588
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		435,111			1,262,383			(111,254	)		90,506			(273,645	)		(218,152	)
Realized gains (losses)		435,111			1,262,383			(111,254	)		90,506			(273,645	)		(218,152	)
Unrealized appreciation (depreciation) during the period		2,593,960			(1,653,540	)		166,596			(551,894	)		464,827			(1,404,619	)
Net increase (decrease) in contract owners’ equity from operations		3,238,736			(138,423	)		122,946			(395,112	)		573,805			(1,291,183	)
Changes from principal transactions:
Purchase payments		503,141			305,541			11,716			18,930			729,997			872,872
Transfers between sub-accounts and the company		1,079,190			704,034			(799,741	)		(1,153,885	)		16,417			660,370
Transfers on general account policy loans		(660	)		3,289			—			—			(28,660	)		(216,989	)
Withdrawals		(980,833	)		(371,727	)		(11,388	)		(221,276	)		(188,555	)		(280,751	)
Annual contract fee		(183,336	)		(199,335	)		(88,210	)		(141,841	)		(181,699	)		(204,000	)
Net increase (decrease) in contract owners’ equity from principal transactions		417,502			441,802			(887,623	)		(1,498,072	)		347,500			831,502
Total increase (decrease) in contract owners’ equity		3,656,238			303,379			(764,677	)		(1,893,184	)		921,305			(459,681	)
Contract owners’ equity at beginning of period		10,087,109			9,783,730			3,198,067			5,091,251			10,955,422			11,415,103
Contract owners’ equity at end of period	$	13,743,347		$	10,087,109		$	2,433,390		$	3,198,067		$	11,876,727		$	10,955,422
	2014			2013			2014			2013			2014			2013
Units, beginning of period		95,675			92,751			162,304			233,822			769,254			727,415
Units issued		29,532			55,140			83,232			48,870			250,654			611,046
Units redeemed		(26,270	)		(52,216	)		(127,361	)		(120,388	)		(224,801	)		(569,207	)
Units, end of period		98,937			95,675			118,175			162,304			795,107			769,254

See accompanying notes.

55

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Science & Technology Trust Series I						Science & Technology Trust Series NAV						Short Term  Government Income Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	—		$	—		$	—		$	45,609		$	31,512
Expenses:
Mortality and expense risk and administrative charges		(34,218	)		(28,776	)		—			—			(9,748	)		(15,091	)
Net investment income (loss)		(34,218	)		(28,776	)		—			—			35,861			16,421
Realized gains (losses) on investments:
Capital gain distributions received		219,286			—			58,180			—			—			—
Net realized gain (loss)		1,091,058			252,498			455,027			150,354			(43,172	)		(37,714	)
Realized gains (losses)		1,310,344			252,498			513,207			150,354			(43,172	)		(37,714	)
Unrealized appreciation (depreciation) during the period		(439,775	)		1,959,037			(283,512	)		472,499			18,738			(28,714	)
Net increase (decrease) in contract owners’ equity from operations		836,351			2,182,759			229,695			622,853			11,427			(50,007	)
Changes from principal transactions:
Purchase payments		39,674			139,609			184,330			122,922			16,263			12,853
Transfers between sub-accounts and the company		78,250			242,218			363,810			398,345			281,468			(458,499	)
Transfers on general account policy loans		70,590			(4,964	)		3,841			16,239			1,230			33,495
Withdrawals		(49,357	)		(239,503	)		(782,313	)		(92,102	)		(12,839	)		(141,227	)
Annual contract fee		(233,759	)		(204,169	)		(54,601	)		(47,331	)		(75,951	)		(79,477	)
Net increase (decrease) in contract owners’ equity from principal transactions		(94,602	)		(66,809	)		(284,933	)		398,073			210,171			(632,855	)
Total increase (decrease) in contract owners’ equity		741,749			2,115,950			(55,238	)		1,020,926			221,598			(682,862	)
Contract owners’ equity at beginning of period		7,523,194			5,407,244			2,323,172			1,302,246			1,462,492			2,145,354
Contract owners’ equity at end of period	$	8,264,943		$	7,523,194		$	2,267,934		$	2,323,172		$	1,684,090		$	1,462,492
	2014			2013			2014			2013			2014			2013
Units, beginning of period		286,461			291,613			97,688			78,611			142,145			205,456
Units issued		106,826			67,525			39,945			43,935			146,619			301,577
Units redeemed		(119,738	)		(72,677	)		(53,204	)		(24,858	)		(126,079	)		(364,888	)
Units, end of period		273,549			286,461			84,429			97,688			162,685			142,145

See accompanying notes.

56

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Short Term  Government Income Trust Series NAV						Small Cap Growth Trust Series I						Small Cap Growth Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	33,349		$	36,368		$	—		$	—		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		—			—			(6,699	)		(6,310	)		—			—
Net investment income (loss)		33,349			36,368			(6,699	)		(6,310	)		—			—
Realized gains (losses) on investments:
Capital gain distributions received		—			—			171,489			53,957			1,402,775			329,039
Net realized gain (loss)		(19,224	)		(42,001	)		125,138			57,938			653,224			94,005
Realized gains (losses)		(19,224	)		(42,001	)		296,627			111,895			2,055,999			423,044
Unrealized appreciation (depreciation) during the period		6,125			(12,116	)		(215,325	)		336,075			(1,400,629	)		1,995,852
Net increase (decrease) in contract owners’ equity from operations		20,250			(17,749	)		74,603			441,660			655,370			2,418,896
Changes from principal transactions:
Purchase payments		75,403			41,886			5,313			7,004			229,907			102,530
Transfers between sub-accounts and the company		(241,017	)		(561,305	)		(457,583	)		167,539			186,108			2,024,684
Transfers on general account policy loans		(67	)		(384	)		(308	)		—			(1,632	)		3,753
Withdrawals		(67,000	)		(138,247	)		(13,415	)		(161,328	)		(589,501	)		(341,952	)
Annual contract fee		(37,393	)		(52,961	)		(45,580	)		(38,193	)		(132,773	)		(104,819	)
Net increase (decrease) in contract owners’ equity from principal transactions		(270,074	)		(711,011	)		(511,573	)		(24,978	)		(307,891	)		1,684,196
Total increase (decrease) in contract owners’ equity		(249,824	)		(728,760	)		(436,970	)		416,682			347,479			4,103,092
Contract owners’ equity at beginning of period		1,680,009			2,408,769			1,537,331			1,120,649			9,263,811			5,160,719
Contract owners’ equity at end of period	$	1,430,185		$	1,680,009		$	1,100,361		$	1,537,331		$	9,611,290		$	9,263,811
	2014			2013			2014			2013			2014			2013
Units, beginning of period		159,638			227,196			61,397			64,134			304,103			244,314
Units issued		42,447			212,390			17,732			30,493			96,238			141,271
Units redeemed		(67,792	)		(279,948	)		(38,044	)		(33,230	)		(107,125	)		(81,482	)
Units, end of period		134,293			159,638			41,085			61,397			293,216			304,103

See accompanying notes.

57

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Cap Index Trust Series I						Small Cap Index  Trust Series NAV						Small Cap  Opportunities Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	51,024		$	66,891		$	55,466		$	89,233		$	7,685		$	4,666
Expenses:
Mortality and expense risk and administrative charges		(24,589	)		(20,649	)		—			—			(97,542	)		(9,917	)
Net investment income (loss)		26,435			46,242			55,466			89,233			(89,857	)		(5,251	)
Realized gains (losses) on investments:
Capital gain distributions received		340,753			321,706			361,488			417,724			(3	)		1
Net realized gain (loss)		279,437			50,124			300,782			72,559			128,311			142,698
Realized gains (losses)		620,190			371,830			662,270			490,283			128,308			142,699
Unrealized appreciation (depreciation) during the period		(413,117	)		1,039,084			(495,651	)		1,329,415			223,102			513,694
Net increase (decrease) in contract owners’ equity from operations		233,508			1,457,156			222,085			1,908,931			261,553			651,142
Changes from principal transactions:
Purchase payments		21,554			149,737			421,346			370,354			468,327			38,535
Transfers between sub-accounts and the company		225,239			(1,674,308	)		(69,765	)		(81,732	)		(186,395	)		16,029,360
Transfers on general account policy loans		—			—			(193,551	)		(213,523	)		99,104			(12,644	)
Withdrawals		(5,477	)		(165,736	)		(770,857	)		(335,493	)		(868,482	)		(72,283	)
Annual contract fee		(84,745	)		(79,929	)		(174,367	)		(177,825	)		(948,948	)		(84,566	)
Net increase (decrease) in contract owners’ equity from principal transactions		156,571			(1,770,236	)		(787,194	)		(438,219	)		(1,436,394	)		15,898,402
Total increase (decrease) in contract owners’ equity		390,079			(313,080	)		(565,109	)		1,470,712			(1,174,841	)		16,549,544
Contract owners’ equity at beginning of period		5,259,042			5,572,122			6,526,860			5,056,148			16,986,135			436,591
Contract owners’ equity at end of period	$	5,649,121		$	5,259,042		$	5,961,751		$	6,526,860		$	15,811,294		$	16,986,135
	2014			2013			2014			2013			2014			2013
Units, beginning of period		180,560			265,427			263,242			282,952			470,162			16,677
Units issued		47,647			45,473			62,540			142,934			30,337			469,946
Units redeemed		(42,441	)		(130,340	)		(96,139	)		(162,644	)		(70,771	)		(16,461	)
Units, end of period		185,766			180,560			229,643			263,242			429,728			470,162

See accompanying notes.

58

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Cap Opportunities Trust Series NAV						Small Cap Value Trust Series I						Small Cap Value Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	253		$	1,727		$	5,877		$	4,608		$	63,147		$	63,358
Expenses:
Mortality and expense risk and administrative charges		—			—			(5,642	)		(4,920	)		—			—
Net investment income (loss)		253			1,727			235			(312	)		63,147			63,358
Realized gains (losses) on investments:
Capital gain distributions received		—			—			119,656			45,496			1,152,298			578,887
Net realized gain (loss)		33,925			49,603			124,383			62,929			716,703			890,911
Realized gains (losses)		33,925			49,603			244,039			108,425			1,869,001			1,469,798
Unrealized appreciation (depreciation) during the period		(24,638	)		22,047			(174,310	)		148,573			(1,321,882	)		1,343,087
Net increase (decrease) in contract owners’ equity from operations		9,540			73,377			69,964			256,686			610,266			2,876,243
Changes from principal transactions:
Purchase payments		35,590			23,783			678			8,059			165,487			215,446
Transfers between sub-accounts and the company		103,542			221,048			(206,865	)		17,121			(2,246,718	)		491,444
Transfers on general account policy loans		(2	)		(59	)		—			—			(71,607	)		4,023
Withdrawals		(81,506	)		(163,722	)		(312	)		(68,393	)		(519,508	)		(144,985	)
Annual contract fee		(18,443	)		(12,817	)		(40,707	)		(38,922	)		(165,406	)		(161,409	)
Net increase (decrease) in contract owners’ equity from principal transactions		39,181			68,233			(247,206	)		(82,135	)		(2,837,752	)		404,519
Total increase (decrease) in contract owners’ equity		48,721			141,610			(177,242	)		174,551			(2,227,486	)		3,280,762
Contract owners’ equity at beginning of period		272,308			130,698			1,065,292			890,741			11,095,703			7,814,941
Contract owners’ equity at end of period	$	321,029		$	272,308		$	888,050		$	1,065,292		$	8,868,217		$	11,095,703
	2014			2013			2014			2013			2014			2013
Units, beginning of period		14,354			9,664			47,600			52,764			171,983			161,501
Units issued		8,833			23,314			22,169			8,833			17,069			80,582
Units redeemed		(6,665	)		(18,624	)		(32,478	)		(13,997	)		(60,887	)		(70,100	)
Units, end of period		16,522			14,354			37,291			47,600			128,165			171,983

See accompanying notes.

59

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Company Value Trust Series I						Small Company Value Trust Series NAV						Smaller Company Growth Trust Series I
	2014			2013			2014			2013			2014		2013 (n)
Income:
Dividend distributions received	$	1,618		$	93,343		$	774		$	25,931		$	—	$	—
Expenses:
Mortality and expense risk and administrative charges		(20,939	)		(21,514	)		—			—			—		(84,004	)
Net investment income (loss)		(19,321	)		71,829			774			25,931			—		(84,004	)
Realized gains (losses) on investments:
Capital gain distributions received		118,913			1			28,514			—			—		1,008,101
Net realized gain (loss)		776,820			468,767			110,739			234,483			—		5,690,292
Realized gains (losses)		895,733			468,768			139,253			234,483			—		6,698,393
Unrealized appreciation (depreciation) during the period		(893,976	)		880,713			(141,248	)		138,702			—		(2,337,393	)
Net increase (decrease) in contract owners’ equity from operations		(17,564	)		1,421,310			(1,221	)		399,116			—		4,276,996
Changes from principal transactions:
Purchase payments		15,916			79,782			98,031			129,671			—		455,365
Transfers between sub-accounts and the company		(347,979	)		114,647			127,186			(131,436	)		—		(16,154,830	)
Transfers on general account policy loans		(430	)		(1,563	)		(3,722	)		11,817			—		109,318
Withdrawals		(109,980	)		(177,978	)		(34,992	)		(431,725	)		—		(901,172	)
Annual contract fee		(134,981	)		(169,705	)		(34,814	)		(39,072	)		—		(903,801	)
Net increase (decrease) in contract owners’ equity from principal transactions		(577,454	)		(154,817	)		151,689			(460,745	)		—		(17,395,120	)
Total increase (decrease) in contract owners’ equity		(595,018	)		1,266,493			150,468			(61,629	)		—		(13,118,124	)
Contract owners’ equity at beginning of period		5,927,426			4,660,933			1,241,087			1,302,716			—		13,118,124
Contract owners’ equity at end of period	$	5,332,408		$	5,927,426		$	1,391,555		$	1,241,087		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		185,558			191,494			54,470			75,292			—		941,438
Units issued		60,676			43,880			24,233			18,375			—		16,907
Units redeemed		(79,675	)		(49,816	)		(17,713	)		(39,197	)		—		(958,345	)
Units, end of period		166,559			185,558			60,990			54,470			—		—

(n) Terminated as an investment option and funds transferred to Small Cap Opportunities Trust on December 9, 2013.

See accompanying notes.

60

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Smaller Company Growth  Trust Series NAV					Strategic Income Opportunities  Trust Series I						Strategic Income Opportunities  Trust Series NAV
	2014		2013 (n)			2014			2013			2014			2013
Income:
Dividend distributions received	$	—	$	—		$	83,589		$	91,566		$	138,369		$	198,885
Expenses:
Mortality and expense risk and administrative charges		—		—			(9,912	)		(7,606	)		—			—
Net investment income (loss)		—		—			73,677			83,960			138,369			198,885
Realized gains (losses) on investments:
Capital gain distributions received		—		14,654			3			—			—			—
Net realized gain (loss)		—		48,962			9,224			(18,720	)		24,792			(70,116	)
Realized gains (losses)		—		63,616			9,227			(18,720	)		24,792			(70,116	)
Unrealized appreciation (depreciation) during the period		—		55			9,734			(13,767	)		16,781			(8,446	)
Net increase (decrease) in contract owners’ equity from operations		—		63,671			92,638			51,473			179,942			120,323
Changes from principal transactions:
Purchase payments		—		41,144			16,405			96,864			297,078			341,853
Transfers between sub-accounts and the company		—		(154,265	)		(120,724	)		568,751			612,135			222,148
Transfers on general account policy loans		—		(401	)		(96	)		—			(103,776	)		(8,468	)
Withdrawals		—		(108,737	)		(16,523	)		(32,872	)		(676,202	)		(174,291	)
Annual contract fee		—		(6,755	)		(103,049	)		(74,316	)		(90,894	)		(86,828	)
Net increase (decrease) in contract owners’ equity from principal transactions		—		(229,014	)		(223,987	)		558,427			38,341			294,414
Total increase (decrease) in contract owners’ equity		—		(165,343	)		(131,349	)		609,900			218,283			414,737
Contract owners’ equity at beginning of period		—		165,343			1,976,866			1,366,966			3,609,267			3,194,530
Contract owners’ equity at end of period	$	—	$	—		$	1,845,517		$	1,976,866		$	3,827,550		$	3,609,267
	2014		2013			2014			2013			2014			2013
Units, beginning of period		—		11,621			84,454			60,521			198,151			182,050
Units issued		—		3,538			40,171			42,387			68,809			77,913
Units redeemed		—		(15,159	)		(49,593	)		(18,454	)		(67,076	)		(61,812	)
Units, end of period		—		—			75,032			84,454			199,884			198,151

(n) Terminated as an investment option and funds transferred to Small Cap Opportunities Trust on December 9, 2013.

See accompanying notes.

61

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Total Bond Market Trust  B Series NAV						Total Return Trust Series I						Total Return Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	541,519		$	519,795		$	393,042		$	349,503		$	902,977		$	807,547
Expenses:
Mortality and expense risk and administrative charges		—			—			(44,326	)		(58,461	)		—			—
Net investment income (loss)		541,519			519,795			348,716			291,042			902,977			807,547
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			264,939			—			575,426
Net realized gain (loss)		(368,132	)		(184,889	)		(79,576	)		812,627			(446,104	)		490,003
Realized gains (losses)		(368,132	)		(184,888	)		(79,576	)		1,077,566			(446,104	)		1,065,429
Unrealized appreciation (depreciation) during the period		705,637			(718,169	)		200,889			(1,508,647	)		718,322			(2,538,229	)
Net increase (decrease) in contract owners’ equity from operations		879,024			(383,262	)		470,029			(140,039	)		1,175,195			(665,253	)
Changes from principal transactions:
Purchase payments		1,145,713			996,949			106,974			288,552			2,297,010			3,093,476
Transfers between sub-accounts and the company		2,104,360			(217,978	)		3,790,574			(3,503,084	)		1,631,996			(8,374,641	)
Transfers on general account policy loans		6,635			28,314			7,568			(479	)		(236,787	)		(485,578	)
Withdrawals		(483,811	)		(187,194	)		714			(13,435,692	)		(477,350	)		(301,165	)
Annual contract fee		(232,717	)		(234,660	)		(325,407	)		(489,544	)		(490,475	)		(525,209	)
Net increase (decrease) in contract owners’ equity from principal transactions		2,540,180			385,431			3,580,423			(17,140,247	)		2,724,394			(6,593,117	)
Total increase (decrease) in contract owners’ equity		3,419,204			2,169			4,050,452			(17,280,286	)		3,899,589			(7,258,370	)
Contract owners’ equity at beginning of period		12,957,019			12,954,850			9,349,597			26,629,883			24,129,479			31,387,849
Contract owners’ equity at end of period	$	16,376,223		$	12,957,019		$	13,400,049		$	9,349,597		$	28,029,068		$	24,129,479
	2014			2013			2014			2013			2014			2013
Units, beginning of period		581,698			567,422			347,788			962,213			1,401,145			1,786,424
Units issued		592,035			616,740			306,116			89,607			632,285			1,032,254
Units redeemed		(480,525	)		(602,464	)		(177,924	)		(704,032	)		(479,334	)		(1,417,533	)
Units, end of period		693,208			581,698			475,980			347,788			1,554,096			1,401,145

See accompanying notes.

62

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Total Stock Market Index Trust Series I						Total Stock Market Index  Trust Series NAV						U.S. Equity Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	34,436		$	26,952		$	18,319		$	11,216		$	19,817		$	16,079
Expenses:
Mortality and expense risk and administrative charges		(12,038	)		(10,208	)		—			—			(6,879	)		(5,187	)
Net investment income (loss)		22,398			16,744			18,319			11,216			12,938			10,892
Realized gains (losses) on investments:
Capital gain distributions received		45,207			35,544			22,911			10,698			—			—
Net realized gain (loss)		34,764			341,414			91,059			43,345			98,353			70,518
Realized gains (losses)		79,971			376,958			113,970			54,043			98,353			70,518
Unrealized appreciation (depreciation) during the period		198,205			231,980			34,333			121,558			47,143			191,617
Net increase (decrease) in contract owners’ equity from operations		300,574			625,682			166,622			186,817			158,434			273,027
Changes from principal transactions:
Purchase payments		1,206			193,841			215,398			220,345			28,978			28,987
Transfers between sub-accounts and the company		951,261			(1,016,985	)		625,306			41,364			(111,025	)		147,883
Transfers on general account policy loans		—			—			(158,615	)		(164	)		64,541			(5,244	)
Withdrawals		(11,337	)		841			(57,916	)		(23,477	)		(90,744	)		(72,613	)
Annual contract fee		(19,326	)		(27,692	)		(99,069	)		(22,083	)		(85,571	)		(65,766	)
Net increase (decrease) in contract owners’ equity from principal transactions		921,804			(849,995	)		525,104			215,985			(193,821	)		33,247
Total increase (decrease) in contract owners’ equity		1,222,378			(224,313	)		691,726			402,802			(35,387	)		306,274
Contract owners’ equity at beginning of period		1,757,782			1,982,095			861,240			458,438			1,378,427			1,072,153
Contract owners’ equity at end of period	$	2,980,160		$	1,757,782		$	1,552,966		$	861,240		$	1,343,040		$	1,378,427
	2014			2013			2014			2013			2014			2013
Units, beginning of period		87,511			130,190			12,042			8,554			105,444			104,649
Units issued		50,734			40,243			12,439			6,819			42,779			40,824
Units redeemed		(4,728	)		(82,922	)		(5,000	)		(3,331	)		(55,358	)		(40,029	)
Units, end of period		133,517			87,511			19,481			12,042			92,865			105,444

See accompanying notes.

63

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	U.S. Equity Trust Series NAV						Ultra Short Term  Bond Trust Series I						Ultra Short Term Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	37,448		$	41,950		$	354		$	209		$	9,665		$	2,441
Expenses:
Mortality and expense risk and administrative charges		—			—			(143	)		(5,693	)		—			—
Net investment income (loss)		37,448			41,950			211			(5,484	)		9,665			2,441
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		101,914			22,111			(489	)		(6,496	)		(2,664	)		(2,653	)
Realized gains (losses)		101,914			22,111			(489	)		(6,496	)		(2,664	)		(2,653	)
Unrealized appreciation (depreciation) during the period		100,780			449,904			138			337			(7,799	)		(611	)
Net increase (decrease) in contract owners’ equity from operations		240,142			513,965			(140	)		(11,643	)		(798	)		(823	)
Changes from principal transactions:
Purchase payments		87,594			57,202			322			—			61,401			76,420
Transfers between sub-accounts and the company		207,209			1,640,632			15,554			21,789			477,420			(172,772	)
Transfers on general account policy loans		(51,108	)		(3,481	)		—			(35	)		—			—
Withdrawals		(63,704	)		(57,277	)		(22,810	)		(23,524	)		(5,369	)		(14	)
Annual contract fee		(45,713	)		(43,333	)		(1,463	)		(1,744	)		(13,814	)		(25,960	)
Net increase (decrease) in contract owners’ equity from principal transactions		134,278			1,593,743			(8,397	)		(3,514	)		519,638			(122,326	)
Total increase (decrease) in contract owners’ equity		374,420			2,107,708			(8,537	)		(15,157	)		518,840			(123,149	)
Contract owners’ equity at beginning of period		2,646,138			538,430			17,662			32,819			217,231			340,380
Contract owners’ equity at end of period	$	3,020,558		$	2,646,138		$	9,125		$	17,662		$	736,071		$	217,231
	2014			2013			2014			2013			2014			2013
Units, beginning of period		200,517			52,371			1,793			3,309			21,577			33,804
Units issued		47,457			159,205			1,636			239,222			70,117			29,560
Units redeemed		(41,906	)		(11,059	)		(2,498	)		(240,738	)		(18,602	)		(41,787	)
Units, end of period		206,068			200,517			931			1,793			73,092			21,577

See accompanying notes.

64

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Utilities Trust Series I						Utilities Trust Series NAV						Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	64,745		$	36,806		$	130,407		$	32,551		$	11,955		$	20,960
Expenses:
Mortality and expense risk and administrative charges		(11,542	)		(9,897	)		—			—			(14,897	)		(15,614	)
Net investment income (loss)		53,203			26,909			130,407			32,551			(2,942	)		5,346
Realized gains (losses) on investments:
Capital gain distributions received		81,072			—			146,192			—			240,417			—
Net realized gain (loss)		164,895			58,881			135,613			36,154			259,724			388,372
Realized gains (losses)		245,967			58,881			281,805			36,154			500,141			388,372
Unrealized appreciation (depreciation) during the period		(85,285	)		229,033			12,128			185,410			(288,038	)		452,901
Net increase (decrease) in contract owners’ equity from operations		213,885			314,823			424,340			254,115			209,161			846,619
Changes from principal transactions:
Purchase payments		4,331			53,508			893,322			216,849			34,487			24,195
Transfers between sub-accounts and the company		186,947			45,251			1,867,214			102,757			(139,197	)		(635,565	)
Transfers on general account policy loans		294			(154	)		(80,728	)		(331	)		125			(10,806	)
Withdrawals		(3,135	)		(119,738	)		(131,913	)		(46,667	)		(42,561	)		(75,332	)
Annual contract fee		(70,591	)		(67,856	)		(147,495	)		(41,018	)		(205,425	)		(213,897	)
Net increase (decrease) in contract owners’ equity from principal transactions		117,846			(88,989	)		2,400,400			231,590			(352,571	)		(911,405	)
Total increase (decrease) in contract owners’ equity		331,731			225,834			2,824,740			485,705			(143,410	)		(64,786	)
Contract owners’ equity at beginning of period		1,869,457			1,643,623			1,659,611			1,173,906			2,670,527			2,735,313
Contract owners’ equity at end of period	$	2,201,188		$	1,869,457		$	4,484,351		$	1,659,611		$	2,527,117		$	2,670,527
	2014			2013			2014			2013			2014			2013
Units, beginning of period		60,473			63,792			62,610			53,431			55,655			76,370
Units issued		22,683			9,443			102,042			15,887			10,238			15,369
Units redeemed		(19,561	)		(12,762	)		(14,566	)		(6,708	)		(17,256	)		(36,084	)
Units, end of period		63,595			60,473			150,086			62,610			48,637			55,655

See accompanying notes.

65

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Value Trust Series NAV
	2014			2013
Income:
Dividend distributions received	$	7,125		$	8,673
Expenses:
Mortality and expense risk and administrative charges		—			—
Net investment income (loss)		7,125			8,673
Realized gains (losses) on investments:
Capital gain distributions received		119,811			—
Net realized gain (loss)		85,466			110,548
Realized gains (losses)		205,277			110,548
Unrealized appreciation (depreciation) during the period		(95,614	)		157,639
Net increase (decrease) in contract owners’ equity from operations		116,788			276,860
Changes from principal transactions:
Purchase payments		150,399			94,989
Transfers between sub-accounts and the company		23,672			37,983
Transfers on general account policy loans		(6,923	)		5,985
Withdrawals		(5,115	)		1,035
Annual contract fee		(41,660	)		(34,681	)
Net increase (decrease) in contract owners’ equity from principal transactions		120,373			105,311
Total increase (decrease) in contract owners’ equity		237,161			382,171
Contract owners’ equity at beginning of period		1,136,119			753,948
Contract owners’ equity at end of period	$	1,373,280		$	1,136,119
	2014			2013
Units, beginning of period		45,967			41,315
Units issued		12,307			19,223
Units redeemed		(7,709	)		(14,571	)
Units, end of period		50,565			45,967

See accompanying notes.

66

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements

December 31, 2014

1. Organization

John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account”) is a separate account established by John Hancock Life Insurance Company (U.S.A.) (the “Company”). The Account operates as a Unit Investment Trust under the Investment Company Act of 1940, as amended and is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The Account consists of 108 active sub-accounts which are exclusively invested in a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust”), and 3 sub-accounts that are invested in portfolios of other Non-affiliated Trusts (the “Non-affiliated Trusts”). The Trust is registered under the Act as an open-ended management investment company, commonly known as a mutual fund, which does not transact with the general public. The Account is a funding vehicle for the allocation of net premiums under single premium variable life and variable universal life insurance contracts (the “Contracts”) issued by the Company.

The Company is a stock life insurance company incorporated under the laws of Michigan in 1979. The Company is an indirect, wholly owned subsidiary of Manulife Financial Corporation (“MFC”), a Canadian based publicly traded life insurance company. MFC and its subsidiaries are known collectively as Manulife Financial.

The Company is required to maintain assets in the Account with a total fair value of at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts participating in the Account. These assets may not be charged with liabilities which arise from any other business the Company conducts. However, all obligations under the Contracts are general corporate obligations of the Company.

In addition to the Account, certain contract owners may also allocate funds to the fixed account, which is part of the Company’s general account. Because of exemptive and exclusionary provisions, interests in the fixed account have not been registered under the Securities Act of 1933, and the Company’s general account has not been registered as an investment company under the Investment Company Act of 1940. Net interfund transfers include transfers between separate and general accounts.

Each sub-account holds shares of a particular series (“Portfolio”) of a registered investment company. Sub-accounts that invest in Portfolios of the Trust may offer 2 classes of units to fund Contracts issued by the Company. These classes, Series I and Series NAV, represent an interest in the same Trust Portfolio, but in different classes of that Portfolio. Series I and Series NAV shares of the Trust Portfolio differ in the level of 12b-1 fees and other expenses assessed against the Portfolio’s assets.

As a result of a portfolio change, the following sub-accounts of the Account were renamed as follows:

Previous Name	New Name	Effective Date
Financial Services Trust Series I	Financial Industries Trust Series I	11/10/2014
Financial Services Trust Series NAV	Financial Industries Trust Series NAV	11/10/2014
Lifestyle Aggressive Trust Series I	Lifestyle Aggressive MVP Series I	5/5/2014
Lifestyle Aggressive Trust Series NAV	Lifestyle Aggressive MVP Series NAV	5/5/2014
Lifestyle Balanced Trust Series I	Lifestyle Balanced MVP Series I	5/5/2014
Lifestyle Balanced Trust Series NAV	Lifestyle Balanced MVP Series NAV	5/5/2014
Lifestyle Conservative Trust Series I	Lifestyle Conservative MVP Series I	5/5/2014
Lifestyle Conservative Trust Series NAV	Lifestyle Conservative MVP Series NAV	5/5/2014
Lifestyle Growth Trust Series I	Lifestyle Growth MVP Series I	5/5/2014
Lifestyle Growth Trust Series NAV	Lifestyle Growth MVP Series NAV	5/5/2014
Lifestyle Moderate Trust Series I	Lifestyle Moderate MVP Series I	5/5/2014
Lifestyle Moderate Trust Series NAV	Lifestyle Moderate MVP Series NAV	5/5/2014

67

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

1. Organization — (continued):

Sub-accounts closed in 2014 are as follows:

Sub-accounts Closed	Effective Date
Fundamental Value Trust Series I	11/10/2014
Fundamental Value Trust Series NAV	11/10/2014
Natural Resources Trust Series I	11/10/2014
Natural Resources Trust Series NAV	11/10/2014

68

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

2. Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

Valuation of Investments

Investments made in the Portfolios of the Trust, and of the Non-affiliated Trusts, are valued at fair value based on the reported net asset values of such Portfolios. Investment transactions are recorded on the trade date. Income from dividends, and gains from realized gain distributions are recorded on the ex-dividend date. Realized gains and losses on the sales of investments are computed on a first-in, first-out basis.

Amounts Receivable/Payable

Receivables/Payables from/to Portfolios/the Company are due to unsettled contract transactions (net of asset-based charges) and/or subsequent/preceding purchases/sales of the respective Portfolios’ shares. The amounts are due from/to either the respective Portfolio and/or the Company for the benefit of contract owners. There are no unsettled policy transactions at December 31, 2014.

Reclassifications

Certain reclassifications have been made to the statements of operations and changes in contract owner’s equity to conform to the current year presentation.

3. Federal Income Taxes

The Account does not file separate tax returns. The taxable income of the Account is consolidated with that of the Company within the consolidated federal tax return. Any tax contingencies arising from the taxable income generated by the Account is the responsibility of the Company and the Company holds any and all tax contingencies on its financial statements. The Company’s consolidated federal tax return for the prior fiscal years remain open subject to examination by the internal revenue service. The Account is not a party to the consolidated tax sharing agreement thus no amount of income taxes or tax contingencies are passed through to the Account. The legal form of the Account is not taxable in any state or foreign jurisdictions.

The income taxes topic of the FASB Accounting Standard Codification establishes a minimum threshold for financial statement recognition of the benefit of positions taken, or expected to be taken, in filing tax returns (including whether the Account is taxable in certain jurisdictions). The topic requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold would be recorded as tax expense or benefit.

The Account complies with the provisions of FASB ASC Topic 740, Income Taxes. As of December 31, 2014, the Account did not have a liability for any uncertain tax positions. The Account recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations and Changes in Contract Owners’ Equity.

69

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

4. Transactions with Affiliates

The Company has an administrative services agreement with Manulife Financial, whereby Manulife Financial or its designee, with the consent of the Company, performs certain services on behalf of the Company necessary for the operation of the Account. John Hancock Investment Management Services, LLC (“JHIMS”), a Delaware limited liability company controlled by MFC, serves as investment adviser for the Trust.

John Hancock Distributors LLC, a registered broker-dealer and wholly owned subsidiary of JHUSA, acts as the principle underwriter of the Contracts pursuant to a distribution agreement with the Company. Contracts are sold by registered representatives of either John Hancock Distributors LLC or other broker-dealers having distribution agreements with John Hancock Distributors LLC.

Certain officers of the Account are officers and directors of JHUSA or the Trust.

Contract charges, as described in Note 9, are paid to the Company.

70

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

5. Fair Value Measurements

Accounting Standards Codification 820 (“ASC 820”) “Fair Value Measurements and Disclosures” provides a single definition of fair value for accounting purposes, establishes a consistent framework for measuring fair value, and expands disclosure requirements about fair value measurements. ASC 820 defines fair value as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit value. An exit value is not a forced liquidation or distressed sale.

Following ASC 820 guidance, the Account has categorized its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Account’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 Account has the ability to access at the measurement date.

• Level 2 – Fair value measurements using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

• Level 3 – Fair value measurements using significant non market observable inputs.

All of the Account’s sub-accounts’ investments in a Portfolio of the Trust were valued at the reported net asset value of the Portfolio and categorized as Level 1 as of December 31, 2014. The following table presents the Account’s assets that are measured at fair value on a recurring basis by fair value hierarchy level under ASC 820, as of December 31, 2014:

	Mutual Funds
Level 1	$	746,378,706
Level 2		—
Level 3		—
	$	746,378,706

Assets owned by the Account are primarily open-ended mutual fund investments issued by the Trust. These are classified within Level 1, as fair values of the underlying funds are based upon reported net asset values (“NAV”), which represent the values at which each sub-account can redeem its investments.

Changes in valuation techniques may result in transfer in or out of an assigned level within the disclosure hierarchy. Transfers between investment levels may occur as the availability of a price source or data used in an investment’s valuation changes. Transfers between investment levels are recognized at the beginning of the reporting period. There have been no transfers between any level of fair value measurements during the period ended December 31, 2014.

71

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments

The cost of purchases including reinvestment of dividend distributions and proceeds from the sales of investments in the Portfolios of the Trust and Non-affiliated Trusts during 2014 were as follows:

	Purchases		Sales
Sub-Account
500 Index Fund B Series NAV	$	26,376,405	$	17,598,824
Active Bond Trust Series I		197,424		118,811
Active Bond Trust Series NAV		177,349		102,176
All Cap Core Trust Series I		110,465		119,025
All Cap Core Trust Series NAV		408,040		93,941
Alpha Opportunities Trust Series I		10,727		3,313
Alpha Opportunities Trust Series NAV		514,723		29,162
American Asset Allocation Trust Series I		1,567,761		2,363,002
American Global Growth Trust Series I		111,348		23,716
American Growth Trust Series I		2,762,411		3,170,068
American Growth-Income Trust Series I		2,185,142		2,228,547
American International Trust Series I		6,709,781		6,342,591
American New World Trust Series I		1,699,762		53,031
Blue Chip Growth Trust Series I		1,864,257		2,040,942
Blue Chip Growth Trust Series NAV		11,143,237		3,641,753
Bond Trust Series I		270,704		16,117
Bond Trust Series NAV		283,615		186,690
Capital Appreciation Trust Series I		3,207,490		3,509,726
Capital Appreciation Trust Series NAV		496,496		242,880
Capital Appreciation Value Trust Series I		2,763,333		210,408
Capital Appreciation Value Trust Series NAV		96,515		30,871
Core Bond Trust Series I		2,154		2,713
Core Bond Trust Series NAV		663,803		93,688
Core Strategy Trust Series I		5,378		56,466
Core Strategy Trust Series NAV		2,634,001		159,534
Emerging Markets Value Trust Series I		21,916		787,329
Emerging Markets Value Trust Series NAV		8,817,630		9,291,214
Equity-Income Trust Series I		8,169,393		5,651,078
Equity-Income Trust Series NAV		21,448,175		15,247,040
Financial Industries Trust Series I		839,678		555,976
Financial Industries Trust Series NAV		269,643		335,646
Franklin Templeton Founding Allocation Trust Series I		5,349		7,592
Franklin Templeton Founding Allocation Trust Series NAV		62,089		27,765
Fundamental All Cap Core Trust Series I		267,959		337,172
Fundamental All Cap Core Trust Series NAV		225,437		79,512
Fundamental Large Cap Value Trust Series I		5,220,959		873,258
Fundamental Large Cap Value Trust Series NAV		1,188,664		148,597
Fundamental Value Trust Series I (b)		1,730,982		5,663,467
Fundamental Value Trust Series NAV (b)		512,093		3,417,916
Global Bond Trust Series I		360,004		473,902
Global Bond Trust Series NAV		2,519,830		2,287,544
Global Trust Series I		2,550,614		949,139
Global Trust Series NAV		1,887,458		296,404
Health Sciences Trust Series I		2,944,717		2,085,950
Health Sciences Trust Series NAV		1,704,397		1,310,795
High Yield Trust Series I		2,361,032		2,914,999
High Yield Trust Series NAV		2,499,751		743,610
International Core Trust Series I		1,614,216		1,718,063
International Core Trust Series NAV		167,170		135,397

72

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments — (continued):

	Purchases		Sales
Sub-Account — (continued)
International Equity Index Trust B Series I	$	1,994,688	$	1,380,722
International Equity Index Trust B Series NAV		4,227,896		5,709,614
International Growth Stock Trust Series I		502,913		702,250
International Growth Stock Trust Series NAV		3,399,605		2,988,790
International Small Company Trust Series I		324,079		327,006
International Small Company Trust Series NAV		291,999		148,905
International Value Trust Series I		1,427,785		1,335,461
International Value Trust Series NAV		1,490,582		1,724,376
Investment Quality Bond Trust Series I		1,786,685		316,784
Investment Quality Bond Trust Series NAV		516,960		260,356
Lifestyle Aggressive MVP Series I		980,442		2,185,492
Lifestyle Aggressive MVP Series NAV		3,870,779		3,283,902
Lifestyle Balanced MVP Series I		3,398,261		7,401,058
Lifestyle Balanced MVP Series NAV		5,735,506		9,057,379
Lifestyle Conservative MVP Series I		2,371,658		6,133,192
Lifestyle Conservative MVP Series NAV		1,689,901		3,505,970
Lifestyle Growth MVP Series I		1,487,305		3,797,645
Lifestyle Growth MVP Series NAV		8,409,115		8,235,978
Lifestyle Moderate MVP Series I		965,024		1,029,418
Lifestyle Moderate MVP Series NAV		3,297,770		2,121,328
M Capital Appreciation (a)		84,706		19,198
M Large Cap Growth (a)		259,320		61,683
Mid Cap Index Trust Series I		2,442,285		2,066,578
Mid Cap Index Trust Series NAV		3,166,705		3,417,101
Mid Cap Stock Trust Series I		1,834,294		1,673,348
Mid Cap Stock Trust Series NAV		19,008,828		17,976,434
Mid Value Trust Series I		2,903,208		2,709,654
Mid Value Trust Series NAV		12,875,083		2,167,760
Money Market Trust B Series NAV		47,003,770		63,774,216
Money Market Trust Series I		20,891,933		20,102,758
Natural Resources Trust Series I (c)		1,333,437		4,809,656
Natural Resources Trust Series NAV (c)		330,335		2,916,687
PIMCO All Asset (a)		989,585		564,327
Real Estate Securities Trust Series I		1,986,939		1,903,655
Real Estate Securities Trust Series NAV		3,802,419		3,175,254
Real Return Bond Trust Series I		1,834,370		2,654,389
Real Return Bond Trust Series NAV		4,121,901		3,391,778
Science & Technology Trust Series I		3,414,112		3,323,646
Science & Technology Trust Series NAV		1,095,805		1,322,558
Short Term Government Income Trust Series I		1,560,042		1,314,009
Short Term Government Income Trust Series NAV		483,373		720,097
Small Cap Growth Trust Series I		626,990		973,775
Small Cap Growth Trust Series NAV		4,396,706		3,301,824
Small Cap Index Trust Series I		1,785,811		1,262,051
Small Cap Index Trust Series NAV		1,971,432		2,341,672
Small Cap Opportunities Trust Series I		1,119,340		2,645,592
Small Cap Opportunities Trust Series NAV		166,205		126,770
Small Cap Value Trust Series I		616,750		744,067
Small Cap Value Trust Series NAV		2,315,796		3,938,104
Small Company Value Trust Series I		2,030,138		2,508,000
Small Company Value Trust Series NAV		572,527		391,551
Strategic Income Opportunities Trust Series I		1,072,083		1,222,391

73

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments — (continued):

	Purchases		Sales
Sub-Account — (continued)
Strategic Income Opportunities Trust Series NAV	$	1,442,674	$	1,265,965
Total Bond Market Trust B Series NAV		14,089,449		11,007,749
Total Return Trust Series I		8,903,051		4,973,913
Total Return Trust Series NAV		12,057,443		8,430,073
Total Stock Market Index Trust Series I		1,100,744		111,337
Total Stock Market Index Trust Series NAV		938,566		372,234
U.S. Equity Trust Series I		605,901		786,786
U.S. Equity Trust Series NAV		718,350		546,623
Ultra Short Term Bond Trust Series I		16,420		24,605
Ultra Short Term Bond Trust Series NAV		716,736		187,434
Utilities Trust Series I		912,286		660,165
Utilities Trust Series NAV		3,106,585		429,586
Value Trust Series I		756,057		871,149
Value Trust Series NAV		446,781		199,470

(a) Sub-account that invests in non-affiliated Trust.

(b) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

(c) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

74

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values

A summary of unit values and units outstanding for variable life contracts and the expense and income ratios, excluding expenses of the underlying Portfolios, were as follows:

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
500 Index Fund B Series NAV		2014		1,978		$	26.70 to $24.48		$	70,166		0.90% to 0.00	%		1.74	%		13.43% to 12.41	%
		2013		1,787			37.65 to 22.15			55,400		0.70 to 0.00			1.83			32.03 to 31.11
		2012		1,599			28.52 to 16.90			38,999		0.70 to 0.00			1.07			15.80 to 14.99
		2011		1,391			24.63 to 14.50			29,724		0.70 to 0.00			1.93			1.87 to 0.95
		2010		1,291			24.18 to 14.53			26,434		0.70 to 0.00			1.84			14.85 to 14.06
Active Bond Trust Series I		2014		32			21.80 to 19.99			652		0.90 to 0.00			3.76			6.82 to 5.85
		2013		29			20.06 to 19.30			556		0.65 to 0.20			6.73			0.05 to -0.40
		2012		28			20.05 to 19.38			544		0.65 to 0.20			4.45			9.49 to 8.99
		2011		52			18.56 to 17.48			927		0.65 to 0.00			4.54			5.81 to 4.87
		2010		84			17.34 to 16.91			1,420		0.65 to 0.20			7.99			13.62 to 13.11
Active Bond Trust Series NAV		2014		4			71.07 to 71.07			258		0.00 to 0.00			4.64			6.97 to 6.97
		2013		3			66.44 to 66.44			180		0.00 to 0.00			5.68			0.19 to 0.19
		2012		4			66.31 to 66.31			239		0.00 to 0.00			4.25			9.76 to 9.76
		2011		4			60.42 to 60.42			234		0.00 to 0.00			4.23			5.97 to 5.97
		2010		7			57.02 to 57.02			390		0.00 to 0.00			10.01			13.91 to 13.91
All Cap Core Trust Series I		2014		17			31.58 to 27.85			485		0.90 to 0.00			1.01			9.64 to 8.66
		2013		17			28.06 to 14.71			460		0.70 to 0.20			1.24			34.06 to 33.39
		2012		21			20.68 to 19.72			408		0.70 to 0.30			0.97			16.21 to 15.75
		2011		24			18.40 to 9.50			414		0.65 to 0.00			0.94			0.41 to -0.49
		2010		29			17.78 to 17.08			505		0.70 to 0.30			0.76			12.70 to 12.25
All Cap Core Trust Series NAV		2014		73			20.23 to 20.23			1,485		0.00 to 0.00			1.01			9.68 to 9.68
		2013		58			18.44 to 18.44			1,064		0.00 to 0.00			1.33			34.44 to 34.44
		2012		59			13.72 to 13.72			813		0.00 to 0.00			1.24			16.62 to 16.62
		2011		21			11.76 to 11.76			244		0.00 to 0.00			1.09			0.40 to 0.40
		2010		21			11.71 to 11.71			241		0.00 to 0.00			1.26			13.09 to 13.09
Alpha Opportunities Trust Series I		2014		2			23.02 to 21.90			44		0.90 to 0.00			0.55			8.00 to 7.03
		2013		2			20.69 to 20.69			43		0.65 to 0.65			0.35			34.68 to 34.68
		2012		3			15.36 to 15.36			40		0.65 to 0.65			0.67			20.55 to 20.55
		2011		1			12.96 to 12.66			13		0.65 to 0.00			0.62			-8.14 to -8.96
		2010		0			13.97 to 13.97			1		0.65 to 0.65			0.70			16.17 to 16.17
Alpha Opportunities Trust Series NAV		2014		19			24.37 to 24.37			451		0.00 to 0.00			0.94			8.12 to 8.12
		2013		2			22.54 to 22.54			45		0.00 to 0.00			1.01			35.58 to 35.58
		2012		1			16.63 to 16.63			19		0.00 to 0.00			0.76			21.38 to 21.38
		2011		1			13.70 to 13.70			11		0.00 to 0.00			0.35			-8.02 to -8.02
		2010		0			14.89 to 14.89			5		0.00 to 0.00			0.35			16.98 to 16.98
American Asset Allocation Trust Series I		2014		638			15.22 to 14.33			9,330		0.90 to 0.00			1.40			5.05 to 4.10
		2013		698			14.49 to 13.92			9,769		0.70 to 0.00			1.05			23.30 to 22.44
		2012		756			11.75 to 11.37			8,631		0.70 to 0.00			1.43			15.77 to 14.95
		2011		978			10.15 to 9.82			9,709		0.65 to 0.00			1.40			0.91 to 0.01
		2010		1,142			10.06 to 9.87			11,309		0.70 to 0.00			1.53			12.07 to 11.27
American Global Growth Trust Series I		2014		20			14.68 to 14.14			294		0.90 to 0.00			1.03			1.97 to 1.05
		2013		14			14.40 to 14.11			204		0.65 to 0.00			0.83			28.63 to 27.80
		2012		34			11.19 to 11.04			380		0.65 to 0.00			0.50			22.12 to 21.33
		2011		38			9.17 to 9.07			344		0.65 to 0.00			1.06			-9.24 to -10.05
		2010		30			10.10 to 10.09			308		0.65 to 0.00			6.23			0.99 to 0.90
American Growth Trust Series I		2014		606			28.74 to 21.17			13,915		0.90 to 0.00			0.83			8.13 to 7.17
		2013		626			28.87 to 27.54			13,320		0.65 to 0.00			0.49			29.61 to 28.76
		2012		732			21.39 to 15.11			13,000		0.65 to 0.00			0.38			17.49 to 16.73
		2011		942			19.36 to 17.93			15,092		0.65 to 0.00			0.21			-4.63 to -5.48
		2010		1,151			19.34 to 13.48			19,294		0.65 to 0.00			0.36			18.24 to 17.47
American Growth-Income Trust Series I		2014		502			26.88 to 19.97			12,621		0.90 to 0.00			0.93			10.25 to 9.27
		2013		507			26.48 to 25.12			11,631		0.70 to 0.00			0.97			33.02 to 32.09
		2012		545			19.02 to 13.62			9,568		0.70 to 0.00			1.22			17.16 to 16.33
		2011		647			17.35 to 16.08			10,081		0.65 to 0.00			1.15			-2.09 to -2.97
		2010		688			16.82 to 11.87			11,142		0.70 to 0.00			1.03			11.06 to 10.28
American International Trust Series I		2014		886			29.02 to 18.28			17,920		0.90 to 0.00			1.07			-3.05 to -3.92
		2013		878			32.50 to 31.01			18,331		0.65 to 0.00			0.99			21.20 to 20.41
		2012		887			25.75 to 15.55			16,146		0.65 to 0.00			0.99			17.50 to 16.73
		2011		1,290			23.31 to 21.60			22,460		0.65 to 0.00			1.28			-14.34 to -15.11
		2010		1,471			25.92 to 15.45			30,600		0.65 to 0.00			1.68			6.88 to 6.19
American New World Trust Series I		2014		128			16.05 to 15.26			2,025		0.90 to 0.00			1.21			-8.21 to -9.03
		2013		33			17.49 to 16.97			570		0.65 to 0.00			1.14			10.89 to 10.17
		2012		46			15.77 to 15.40			715		0.65 to 0.00			0.72			17.37 to 16.60
		2011		37			13.44 to 13.12			493		0.65 to 0.00			1.48			-14.33 to -15.10
		2010		36			15.69 to 15.52			556		0.65 to 0.00			3.05			17.43 to 16.67
Blue Chip Growth Trust Series I		2014		154			48.93 to 43.14			6,900		0.90 to 0.00			0.00			9.07 to 8.09
		2013		165			43.71 to 22.34			6,783		0.70 to 0.20			0.27			41.05 to 40.34
		2012		189			30.99 to 29.18			5,515		0.70 to 0.20			0.09			18.08 to 17.49

75

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Blue Chip Growth Trust Series I		2011		416		$	26.83 to $13.51		$	10,454		0.65% to 0.00	%		0.01	%		1.44% to 0.53	%
		2010		504			25.92 to 24.66			12,605		0.70 to 0.20			0.08			15.92 to 15.34
Blue Chip Growth Trust Series NAV		2014		310			122.28 to 122.28			37,958		0.00 to 0.00			0.00			9.11 to 9.11
		2013		258			112.07 to 112.07			28,909		0.00 to 0.00			0.35			41.43 to 41.43
		2012		209			79.24 to 79.24			16,560		0.00 to 0.00			0.14			18.39 to 18.39
		2011		215			66.93 to 66.93			14,394		0.00 to 0.00			0.01			1.45 to 1.45
		2010		199			65.97 to 65.97			13,105		0.00 to 0.00			0.09			16.25 to 16.25
Bond Trust Series I		2014		69			11.16 to 10.84			764		0.90 to 0.00			3.08			5.53 to 4.57
		2013		47			10.52 to 10.42			496		0.65 to 0.20			3.09			-1.56 to -2.01
		2012		41			10.69 to 10.63			434		0.65 to 0.20			2.83			6.10 to 5.64
		2011		122			10.08 to 10.06			1,232		0.65 to 0.00			14.34			0.78 to 0.62
Bond Trust Series NAV		2014		59			11.17 to 11.17			661		0.00 to 0.00			2.64			5.59 to 5.59
		2013		52			10.58 to 10.58			548		0.00 to 0.00			2.66			-1.32 to -1.32
		2012		84			10.72 to 10.72			896		0.00 to 0.00			3.96			6.31 to 6.31
		2011		45			10.08 to 10.08			454		0.00 to 0.00			14.78			0.82 to 0.82
Capital Appreciation Trust Series I		2014		332			24.78 to 21.90			7,804		0.90 to 0.00			0.05			9.65 to 8.67
		2013		384			22.02 to 20.67			8,248		0.70 to 0.20			0.21			37.14 to 36.45
		2012		167			16.06 to 15.15			2,598		0.70 to 0.20			0.15			15.75 to 15.16
		2011		311			14.18 to 12.88			4,191		0.65 to 0.00			0.07			0.07 to -0.82
		2010		315			13.89 to 13.24			4,282		0.70 to 0.20			0.13			11.61 to 11.05
Capital Appreciation Trust Series NAV		2014		54			24.32 to 24.32			1,316		0.00 to 0.00			0.09			9.68 to 9.68
		2013		49			22.17 to 22.17			1,087		0.00 to 0.00			0.24			37.50 to 37.50
		2012		54			16.13 to 16.13			873		0.00 to 0.00			0.22			16.03 to 16.03
		2011		41			13.90 to 13.90			571		0.00 to 0.00			0.12			0.11 to 0.11
		2010		31			13.88 to 13.88			435		0.00 to 0.00			0.22			11.88 to 11.88
Capital Appreciation Value Trust Series I		2014		180			17.48 to 16.46			3,068		0.90 to 0.00			1.95			12.22 to 11.22
		2013		34			15.27 to 15.02			511		0.65 to 0.35			1.45			21.88 to 21.53
		2012		27			12.53 to 12.36			339		0.65 to 0.35			1.41			14.19 to 13.86
		2011		39			11.12 to 10.75			430		0.65 to 0.00			1.25			3.13 to 2.21
		2010		52			10.67 to 10.59			554		0.65 to 0.40			2.45			13.49 to 13.21
Capital Appreciation Value Trust Series NAV		2014		10			17.54 to 17.54			170		0.00 to 0.00			1.68			12.38 to 12.38
		2013		7			15.60 to 15.60			106		0.00 to 0.00			1.91			22.29 to 22.29
		2012		3			12.76 to 12.76			45		0.00 to 0.00			1.63			14.77 to 14.77
		2011		0			11.12 to 11.12			3		0.00 to 0.00			0.12			3.09 to 3.09
		2010		24			10.79 to 10.79			258		0.00 to 0.00			2.04			13.91 to 13.91
Core Bond Trust Series I		2014		1			20.25 to 18.56			14		0.90 to 0.00			2.89			5.93 to 4.98
		2013		1			18.78 to 18.07			14		0.65 to 0.20			1.60			-2.35 to -2.79
		2012		1			19.23 to 18.59			26		0.65 to 0.20			0.87			6.25 to 5.78
		2011		25			18.35 to 17.28			447		0.65 to 0.00			10.22			8.32 to 7.35
		2010		30			16.74 to 16.33			485		0.65 to 0.20			2.70			6.87 to 6.39
Core Bond Trust Series NAV		2014		63			16.26 to 16.26			1,029		0.00 to 0.00			3.47			6.01 to 6.01
		2013		29			15.34 to 15.34			446		0.00 to 0.00			1.73			-2.12 to -2.12
		2012		50			15.67 to 15.67			791		0.00 to 0.00			2.84			6.54 to 6.54
		2011		41			14.71 to 14.71			599		0.00 to 0.00			3.28			8.32 to 8.32
		2010		50			13.58 to 13.58			684		0.00 to 0.00			6.30			7.17 to 7.17
Core Strategy Trust Series I		2014		7			14.68 to 13.82			103		0.90 to 0.00			2.34			6.10 to 5.16
		2013		11			13.33 to 13.33			151		0.65 to 0.65			7.87			18.39 to 18.39
		2012		0			11.26 to 11.26			1		0.65 to 0.65			3.89			11.79 to 11.79
		2011		0			10.32 to 9.98			1		0.65 to 0.00			2.25			0.20 to -0.69
		2010		0			10.12 to 10.12			1		0.65 to 0.65			1.51			11.70 to 11.70
Core Strategy Trust Series NAV		2014		187			14.73 to 14.73			2,755		0.00 to 0.00			3.64			6.14 to 6.14
		2013		17			13.88 to 13.88			241		0.00 to 0.00			3.06			19.29 to 19.29
		2012		3			11.64 to 11.64			30		0.00 to 0.00			3.18			12.58 to 12.58
		2011		2			10.34 to 10.34			18		0.00 to 0.00			1.65			0.19 to 0.19
		2010		9			10.32 to 10.32			89		0.00 to 0.00			20.72			12.57 to 12.57
Emerging Markets Value Trust Series I		2014		13			14.10 to 13.16			174		0.90 to 0.00			0.96			-5.50 to -6.35
		2013		67			14.58 to 14.29			965		0.65 to 0.35			1.10			-3.55 to -3.84
		2012		90			15.12 to 14.86			1,345		0.65 to 0.35			1.11			18.12 to 17.76
		2011		58			13.01 to 12.47			742		0.65 to 0.00			1.41			-27.06 to -27.71
		2010		73			17.58 to 17.42			1,281		0.65 to 0.40			1.58			22.53 to 22.23
Emerging Markets Value Trust Series NAV		2014		94			11.32 to 11.32			1,069		0.00 to 0.00			1.65			-5.37 to -5.37
		2013		134			11.97 to 11.97			1,607		0.00 to 0.00			1.49			-3.18 to -3.18
		2012		95			12.36 to 12.36			1,174		0.00 to 0.00			0.97			18.49 to 18.49
		2011		97			10.43 to 10.43			1,016		0.00 to 0.00			2.03			-27.02 to -27.02
		2010		57			14.29 to 14.29			821		0.00 to 0.00			1.95			23.11 to 23.11
Equity-Income Trust Series I		2014		330			44.46 to 39.20			13,816		0.90 to 0.00			1.98			7.47 to 6.51
		2013		301			40.31 to 28.33			11,703		0.70 to 0.20			1.84			29.78 to 29.14
		2012		367			31.06 to 29.25			11,018		0.70 to 0.20			2.05			17.13 to 16.54
		2011		474			27.11 to 18.77			12,187		0.70 to 0.00			1.73			-0.81 to -1.70
		2010		574			26.79 to 25.48			14,977		0.70 to 0.20			1.97			14.89 to 14.31

76

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Equity-Income Trust Series NAV		2014			908		$	45.85 to $45.85		$	41,633		0.00% to 0.00	%		2.00	%		7.55% to 7.55	%
		2013			863			42.63 to 42.63			36,784		0.00 to 0.00			2.17			30.05 to 30.05
		2012			745			32.78 to 32.78			24,422		0.00 to 0.00			2.06			17.47 to 17.47
		2011			749			27.90 to 27.90			20,893		0.00 to 0.00			1.90			-0.76 to -0.76
		2010			718			28.12 to 28.12			20,187		0.00 to 0.00			2.09			15.23 to 15.23
Financial Industries Trust Series I		2014	(k)		66			23.65 to 20.91			1,468		0.90 to 0.00			0.85			8.65 to 7.67
		2013			54			21.21 to 20.04			1,105		0.65 to 0.20			0.00			30.49 to 29.90
		2012			38			16.26 to 15.43			591		0.65 to 0.20			0.81			17.80 to 17.28
		2011			23			14.10 to 12.81			304		0.65 to 0.00			1.01			-9.51 to -10.32
		2010			61			15.28 to 14.63			905		0.65 to 0.20			0.31			12.03 to 11.53
Financial Industries Trust Series NAV		2014	(k)		15			28.46 to 28.46			421		0.00 to 0.00			0.68			8.64 to 8.64
		2013			17			26.20 to 26.20			449		0.00 to 0.00			0.72			30.86 to 30.86
		2012			16			20.02 to 20.02			322		0.00 to 0.00			0.64			18.03 to 18.03
		2011			22			16.96 to 16.96			370		0.00 to 0.00			2.01			-9.39 to -9.39
		2010			15			18.72 to 18.72			281		0.00 to 0.00			0.48			12.22 to 12.22
Franklin Templeton Founding Allocation Trust Series I		2014			1			14.51 to 13.67			11		0.90 to 0.00			3.02			3.01 to 2.09
		2013			1			13.57 to 13.57			13		0.65 to 0.65			2.46			23.63 to 23.63
		2012			1			10.98 to 10.98			10		0.65 to 0.65			3.60			15.51 to 15.51
		2011			1			9.74 to 9.42			7		0.65 to 0.00			20.73			-1.41 to -2.28
Franklin Templeton Founding Allocation Trust Series NAV		2014			15			14.55 to 14.55			224		0.00 to 0.00			3.49			3.06 to 3.06
		2013			14			14.12 to 14.12			192		0.00 to 0.00			2.63			24.51 to 24.51
		2012			12			11.34 to 11.34			137		0.00 to 0.00			2.48			16.33 to 16.33
		2011			29			9.75 to 9.75			285		0.00 to 0.00			1.72			-1.45 to -1.45
		2010			65			9.89 to 9.89			640		0.00 to 0.00			5.10			10.71 to 10.71
Fundamental All Cap Core Trust Series I		2014			9			36.47 to 32.84			306		0.90 to 0.00			0.38			9.75 to 8.76
		2013			11			32.53 to 31.01			345		0.65 to 0.20			0.93			35.61 to 35.00
		2012			13			23.99 to 22.97			312		0.65 to 0.20			0.80			23.27 to 22.72
		2011			15			19.80 to 18.32			282		0.65 to 0.00			0.86			-2.08 to -2.95
		2010			16			19.91 to 19.24			306		0.65 to 0.20			1.64			19.31 to 18.78
Fundamental All Cap Core Trust Series NAV		2014			47			21.66 to 21.66			1,009		0.00 to 0.00			0.48			9.81 to 9.81
		2013			39			19.73 to 19.73			778		0.00 to 0.00			1.10			35.87 to 35.87
		2012			38			14.52 to 14.52			545		0.00 to 0.00			0.90			23.67 to 23.67
		2011			30			11.74 to 11.74			347		0.00 to 0.00			1.22			-2.02 to -2.02
		2010			24			11.98 to 11.98			290		0.00 to 0.00			1.37			19.55 to 19.55
Fundamental Large Cap Value Trust Series I		2014			270			28.36 to 25.76			7,281		0.90 to 0.00			1.21			10.61 to 9.62
		2013			109			25.15 to 24.08			2,672		0.65 to 0.20			0.12			32.15 to 31.56
		2012			0			19.03 to 18.30			3		0.65 to 0.20			5.59			24.17 to 23.61
		2011			0			15.56 to 14.52			0		0.65 to 0.00			1.01			1.75 to 0.83
		2010			0			15.09 to 14.65			0		0.65 to 0.20			0.04			13.34 to 12.83
Fundamental Large Cap Value Trust Series NAV		2014			168			19.96 to 19.96			3,363		0.00 to 0.00			0.84			10.66 to 10.66
		2013			116			18.04 to 18.04			2,091		0.00 to 0.00			1.11			32.46 to 32.46
		2012			23			13.62 to 13.62			307		0.00 to 0.00			4.85			24.48 to 24.48
		2011			18			10.94 to 10.94			198		0.00 to 0.00			1.15			1.90 to 1.90
		2010			15			10.74 to 10.74			158		0.00 to 0.00			2.37			13.51 to 13.51
Fundamental Value Trust Series I		2014	(l)		0			26.08 to 23.09			0		0.90 to 0.00			1.87			6.99 to 6.18
		2013			207			23.76 to 22.31			4,736		0.70 to 0.20			1.17			33.25 to 32.59
		2012			330			17.83 to 16.82			5,709		0.70 to 0.20			0.88			13.15 to 12.59
		2011			544			16.10 to 14.62			8,360		0.70 to 0.00			0.75			-3.78 to -4.64
		2010			693			16.41 to 15.64			11,119		0.70 to 0.20			1.15			12.87 to 12.32
Fundamental Value Trust Series NAV		2014	(l)		0			18.67 to 18.67			0		0.00 to 0.00			0.64			7.01 to 7.01
		2013			167			17.45 to 17.45			2,913		0.00 to 0.00			1.22			33.62 to 33.62
		2012			302			13.06 to 13.06			3,948		0.00 to 0.00			0.73			13.40 to 13.40
		2011			256			11.52 to 11.52			2,950		0.00 to 0.00			0.88			-3.74 to -3.74
		2010			238			11.96 to 11.96			2,842		0.00 to 0.00			1.23			13.20 to 13.20
Global Bond Trust Series I		2014			89			29.98 to 26.43			2,487		0.90 to 0.00			0.93			2.28 to 1.36
		2013			93			28.55 to 25.78			2,564		0.70 to 0.20			0.44			-5.61 to -6.07
		2012			104			30.25 to 28.49			3,033		0.70 to 0.20			7.12			6.81 to 6.28
		2011			134			28.95 to 25.75			3,694		0.70 to 0.00			6.14			9.08 to 8.11
		2010			161			26.01 to 24.75			4,073		0.70 to 0.20			3.88			10.09 to 9.54
Global Bond Trust Series NAV		2014			225			30.81 to 30.81			6,936		0.00 to 0.00			1.08			2.42 to 2.42
		2013			220			30.08 to 30.08			6,618		0.00 to 0.00			0.46			-5.54 to -5.54
		2012			415			31.84 to 31.84			13,208		0.00 to 0.00			7.03			7.15 to 7.15
		2011			463			29.72 to 29.72			13,749		0.00 to 0.00			6.84			9.08 to 9.08
		2010			433			27.24 to 27.24			11,804		0.00 to 0.00			4.19			10.40 to 10.40
Global Trust Series I		2014			113			31.16 to 27.47			3,234		0.90 to 0.00			3.40			-2.60 to -3.47
		2013			60			31.17 to 22.63			1,755		0.70 to 0.20			1.65			30.82 to 30.17
		2012			70			23.83 to 22.44			1,571		0.70 to 0.20			2.25			21.50 to 20.89
		2011			55			20.05 to 14.34			1,036		0.65 to 0.00			1.36			-6.00 to -6.84
		2010			97			20.90 to 19.88			1,941		0.70 to 0.20			1.57			7.54 to 7.01
Global Trust Series NAV		2014			128			17.26 to 17.26			2,209		0.00 to 0.00			4.54			-2.51 to -2.51

77

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Global Trust Series NAV		2013		39		$	17.70 to $17.70		$	690		0.00% to 0.00	%		1.71	%		31.04% to 31.04	%
		2012		30			13.51 to 13.51			412		0.00 to 0.00			2.63			21.82 to 21.82
		2011		16			11.09 to 11.09			179		0.00 to 0.00			2.15			-5.96 to -5.96
		2010		20			11.79 to 11.79			237		0.00 to 0.00			2.10			7.82 to 7.82
Health Sciences Trust Series I		2014		100			69.05 to 61.05			6,505		0.90 to 0.00			0.00			31.83 to 30.65
		2013		99			51.07 to 48.24			4,849		0.65 to 0.20			0.00			50.77 to 50.10
		2012		104			33.87 to 32.14			3,410		0.65 to 0.20			0.00			31.69 to 31.09
		2011		111			26.28 to 23.87			2,758		0.65 to 0.00			0.00			10.57 to 9.58
		2010		87			23.31 to 22.32			1,970		0.65 to 0.20			0.00			15.47 to 14.95
Health Sciences Trust Series NAV		2014		83			53.81 to 53.81			4,454		0.00 to 0.00			0.00			31.85 to 31.85
		2013		85			40.81 to 40.81			3,462		0.00 to 0.00			0.00			51.24 to 51.24
		2012		72			26.99 to 26.99			1,947		0.00 to 0.00			0.00			31.93 to 31.93
		2011		55			20.45 to 20.45			1,135		0.00 to 0.00			0.00			10.66 to 10.66
		2010		44			18.48 to 18.48			818		0.00 to 0.00			0.00			15.81 to 15.81
High Yield Trust Series I		2014		134			31.25 to 27.57			3,941		0.90 to 0.00			6.42			0.12 to -0.78
		2013		162			30.42 to 24.48			4,768		0.70 to 0.20			6.93			8.30 to 7.78
		2012		148			28.09 to 26.46			4,002		0.70 to 0.20			7.52			18.77 to 18.15
		2011		205			24.17 to 19.17			4,701		0.65 to 0.00			7.86			0.90 to -0.01
		2010		259			23.49 to 22.35			5,904		0.70 to 0.20			45.08			13.56 to 12.99
High Yield Trust Series NAV		2014		185			21.14 to 21.14			3,920		0.00 to 0.00			7.74			0.00 to 0.00
		2013		117			21.14 to 21.14			2,471		0.00 to 0.00			6.37			8.68 to 8.68
		2012		122			19.45 to 19.45			2,370		0.00 to 0.00			8.40			19.07 to 19.07
		2011		95			16.33 to 16.33			1,550		0.00 to 0.00			8.02			1.14 to 1.14
		2010		158			16.15 to 16.15			2,556		0.00 to 0.00			42.98			13.75 to 13.75
International Core Trust Series I		2014		134			20.94 to 18.46			2,613		0.90 to 0.00			3.43			-6.70 to -7.53
		2013		144			21.86 to 17.02			3,011		0.70 to 0.20			3.00			24.74 to 24.12
		2012		142			17.53 to 16.51			2,379		0.70 to 0.20			2.68			14.82 to 14.24
		2011		199			15.61 to 11.97			2,920		0.65 to 0.00			2.37			-9.57 to -10.38
		2010		211			16.92 to 16.10			3,453		0.70 to 0.20			1.67			9.36 to 8.82
International Core Trust Series NAV		2014		24			16.07 to 16.07			390		0.00 to 0.00			3.38			-6.76 to -6.76
		2013		24			17.23 to 17.23			408		0.00 to 0.00			3.04			25.13 to 25.13
		2012		16			13.77 to 13.77			215		0.00 to 0.00			3.23			15.16 to 15.16
		2011		14			11.96 to 11.96			167		0.00 to 0.00			2.07			-9.55 to -9.55
		2010		17			13.22 to 13.22			223		0.00 to 0.00			1.74			9.67 to 9.67
International Equity Index Trust B Series I		2014		382			11.58 to 11.36			4,392		0.90 to 0.00			3.21			-4.61 to -5.47
		2013		341			12.12 to 12.05			4,122		0.65 to 0.20			2.68			14.32 to 13.81
		2012		327			10.60 to 10.59			3,460		0.65 to 0.20			6.74			5.98 to 5.91
International Equity Index Trust B Series NAV		2014		274			45.42 to 45.42			12,445		0.00 to 0.00			3.02			-4.57 to -4.57
		2013		314			47.59 to 47.59			14,937		0.00 to 0.00			2.55			14.54 to 14.54
		2012		349			41.55 to 41.55			14,502		0.00 to 0.00			1.26			17.76 to 17.76
		2011		248			35.28 to 35.28			8,758		0.00 to 0.00			3.62			-13.99 to -13.99
		2010		233			41.02 to 41.02			9,547		0.00 to 0.00			2.79			11.43 to 11.43
International Growth Stock Trust Series I		2014		32			12.42 to 12.18			390		0.90 to 0.00			2.16			0.20 to -0.70
		2013		48			12.37 to 12.30			590		0.65 to 0.20			1.19			18.86 to 18.33
		2012		43			10.40 to 10.40			445		0.65 to 0.20			4.22			4.04 to 3.96
International Growth Stock Trust Series NAV		2014		664			12.43 to 12.43			8,259		0.00 to 0.00			1.93			0.19 to 0.19
		2013		645			12.41 to 12.41			8,003		0.00 to 0.00			1.27			19.18 to 19.18
		2012		504			10.41 to 10.41			5,245		0.00 to 0.00			4.39			4.12 to 4.12
International Small Company Trust Series I		2014		70			14.17 to 13.53			964		0.90 to 0.00			1.38			-6.89 to -7.73
		2013		71			15.09 to 14.78			1,051		0.70 to 0.20			1.77			26.10 to 25.46
		2012		87			11.97 to 11.78			1,025		0.70 to 0.20			1.18			18.95 to 18.36
		2011		203			10.10 to 9.91			2,031		0.65 to 0.00			1.69			-16.23 to -16.97
		2010		234			12.03 to 11.97			2,810		0.70 to 0.20			2.63			22.46 to 21.85
International Small Company Trust Series NAV		2014		78			14.19 to 14.19			1,103		0.00 to 0.00			1.44			-6.85 to -6.85
		2013		69			15.23 to 15.23			1,048		0.00 to 0.00			1.92			26.30 to 26.30
		2012		69			12.06 to 12.06			837		0.00 to 0.00			1.27			19.23 to 19.23
		2011		61			10.12 to 10.12			614		0.00 to 0.00			1.93			-16.18 to -16.18
		2010		51			12.07 to 12.07			614		0.00 to 0.00			3.20			22.62 to 22.62
International Value Trust Series I		2014		159			23.69 to 20.88			3,565		0.90 to 0.00			2.80			-12.51 to -13.29
		2013		161			26.38 to 24.72			4,125		0.70 to 0.20			1.58			25.90 to 25.27
		2012		231			20.95 to 19.73			4,726		0.70 to 0.20			2.67			19.14 to 18.54
		2011		336			17.98 to 16.28			5,800		0.65 to 0.00			2.18			-12.85 to -13.63
		2010		468			20.22 to 19.23			9,306		0.70 to 0.20			1.85			7.77 to 7.23
International Value Trust Series NAV		2014		297			15.44 to 15.44			4,589		0.00 to 0.00			2.99			-12.47 to -12.47
		2013		320			17.64 to 17.64			5,653		0.00 to 0.00			1.94			26.21 to 26.21
		2012		330			13.98 to 13.98			4,617		0.00 to 0.00			2.78			19.36 to 19.36
		2011		320			11.71 to 11.71			3,750		0.00 to 0.00			2.37			-12.80 to -12.80
		2010		308			13.43 to 13.43			4,137		0.00 to 0.00			2.47			8.00 to 8.00
Investment Quality Bond Trust Series I		2014		169			33.07 to 29.15			5,210		0.90 to 0.00			3.35			5.48 to 4.53
		2013		126			30.54 to 25.37			3,680		0.70 to 0.20			3.74			-2.11 to -2.60

78

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Investment Quality Bond Trust Series I		2012			142		$	31.20 to $29.38		$	4,236		0.70% to 0.20	%		1.98	%		7.36% to 6.83	%
		2011			223			29.71 to 24.31			6,242		0.70 to 0.00			4.35			8.07 to 7.10
		2010			200			26.95 to 25.63			5,171		0.70 to 0.20			5.22			7.24 to 6.71
Investment Quality Bond Trust Series NAV		2014			44			15.98 to 15.98			697		0.00 to 0.00			3.30			5.54 to 5.54
		2013			29			15.14 to 15.14			433		0.00 to 0.00			4.03			-1.88 to -1.88
		2012			42			15.43 to 15.43			644		0.00 to 0.00			2.33			7.66 to 7.66
		2011			35			14.33 to 14.33			507		0.00 to 0.00			3.65			8.06 to 8.06
		2010			48			13.26 to 13.26			642		0.00 to 0.00			7.27			7.54 to 7.54
Lifestyle Aggressive MVP Series I		2014	(f)		66			30.41 to 26.82			1,847		0.90 to 0.00			1.98			1.40 to 0.49
		2013			109			29.22 to 22.23			3,043		0.65 to 0.20			2.43			26.47 to 25.90
		2012			99			23.11 to 21.90			2,179		0.65 to 0.20			1.68			16.38 to 15.85
		2011			228			20.30 to 15.21			4,345		0.65 to 0.00			1.70			-6.50 to -7.34
		2010			224			21.28 to 20.35			4,597		0.65 to 0.20			1.47			16.22 to 15.69
Lifestyle Aggressive MVP Series NAV		2014	(f)		384			18.67 to 18.67			7,176		0.00 to 0.00			3.07			1.54 to 1.54
		2013			364			18.39 to 18.39			6,699		0.00 to 0.00			2.64			26.77 to 26.77
		2012			400			14.51 to 14.51			5,797		0.00 to 0.00			1.53			16.67 to 16.67
		2011			593			12.43 to 12.43			7,378		0.00 to 0.00			1.94			-6.46 to -6.46
		2010			518			13.29 to 13.29			6,886		0.00 to 0.00			2.58			16.50 to 16.50
Lifestyle Balanced MVP Series I		2014	(g)		142			34.52 to 30.43			4,473		0.90 to 0.00			1.67			4.29 to 3.35
		2013			266			32.24 to 24.30			8,189		0.65 to 0.20			2.44			12.56 to 12.05
		2012			316			28.64 to 27.14			8,676		0.65 to 0.20			2.13			11.64 to 11.14
		2011			524			26.23 to 19.47			12,908		0.65 to 0.00			3.34			0.62 to -0.28
		2010			476			25.55 to 24.43			11,702		0.65 to 0.20			3.02			11.53 to 11.02
Lifestyle Balanced MVP Series NAV		2014	(g)		942			17.57 to 17.57			16,551		0.00 to 0.00			2.70			4.25 to 4.25
		2013			1,161			16.85 to 16.85			19,568		0.00 to 0.00			2.92			12.89 to 12.89
		2012			1,146			14.93 to 14.93			17,102		0.00 to 0.00			2.41			11.90 to 11.90
		2011			1,347			13.34 to 13.34			17,965		0.00 to 0.00			3.98			0.67 to 0.67
		2010			860			13.25 to 13.25			11,390		0.00 to 0.00			4.09			11.78 to 11.78
Lifestyle Conservative MVP Series I		2014	(h)		72			34.24 to 30.19			2,267		0.90 to 0.00			1.72			5.02 to 4.08
		2013			200			31.77 to 24.68			6,115		0.65 to 0.20			3.51			3.67 to 3.21
		2012			220			30.65 to 29.03			6,465		0.65 to 0.20			3.82			8.29 to 7.81
		2011			117			28.92 to 22.14			3,191		0.65 to 0.00			4.60			4.23 to 3.30
		2010			90			27.21 to 26.01			2,350		0.65 to 0.20			3.07			8.92 to 8.42
Lifestyle Conservative MVP Series NAV		2014	(h)		338			16.40 to 16.40			5,549		0.00 to 0.00			2.76			4.98 to 4.98
		2013			483			15.62 to 15.62			7,550		0.00 to 0.00			3.45			3.99 to 3.99
		2012			520			15.02 to 15.02			7,808		0.00 to 0.00			3.53			8.55 to 8.55
		2011			361			13.84 to 13.84			4,994		0.00 to 0.00			5.32			4.27 to 4.27
		2010			246			13.27 to 13.27			3,268		0.00 to 0.00			4.36			9.25 to 9.25
Lifestyle Growth MVP Series I		2014	(i)		110			32.82 to 28.93			3,336		0.90 to 0.00			1.94			2.16 to 1.25
		2013			187			31.30 to 23.02			5,587		0.65 to 0.20			2.42			19.10 to 18.57
		2012			194			26.28 to 24.89			4,884		0.65 to 0.20			1.75			13.64 to 13.13
		2011			394			23.64 to 17.13			8,774		0.65 to 0.00			2.88			-1.60 to -2.48
		2010			371			23.55 to 22.51			8,411		0.65 to 0.20			1.95			12.79 to 12.29
Lifestyle Growth MVP Series NAV		2014	(i)		1,382			18.02 to 18.02			24,906		0.00 to 0.00			2.72			2.28 to 2.28
		2013			1,415			17.62 to 17.62			24,933		0.00 to 0.00			2.67			19.38 to 19.38
		2012			1,397			14.76 to 14.76			20,618		0.00 to 0.00			2.02			13.91 to 13.91
		2011			1,482			12.96 to 12.96			19,198		0.00 to 0.00			3.15			-1.55 to -1.55
		2010			1,099			13.16 to 13.16			14,460		0.00 to 0.00			2.91			13.04 to 13.04
Lifestyle Moderate MVP Series I		2014	(j)		58			35.06 to 30.90			1,869		0.90 to 0.00			2.75			4.94 to 4.00
		2013			65			32.55 to 24.57			2,001		0.65 to 0.20			2.95			10.00 to 9.51
		2012			81			29.59 to 28.04			2,278		0.65 to 0.20			2.68			10.44 to 9.94
		2011			102			27.39 to 20.37			2,616		0.65 to 0.00			2.88			2.33 to 1.42
		2010			117			26.24 to 25.08			2,968		0.65 to 0.20			3.17			10.34 to 9.84
Lifestyle Moderate MVP Series NAV		2014	(j)		580			17.27 to 17.27			10,015		0.00 to 0.00			2.97			4.99 to 4.99
		2013			555			16.45 to 16.45			9,137		0.00 to 0.00			2.84			10.26 to 10.26
		2012			585			14.92 to 14.92			8,729		0.00 to 0.00			2.90			10.70 to 10.70
		2011			496			13.48 to 13.48			6,680		0.00 to 0.00			4.71			2.38 to 2.38
		2010			351			13.17 to 13.17			4,620		0.00 to 0.00			3.46			10.69 to 10.69
M Capital Appreciation (e)		2014			3			85.07 to 85.07			285		0.00 to 0.00			0.00			12.42 to 12.42
		2013			3			75.67 to 75.67			220		0.00 to 0.00			0.00			39.20 to 39.20
		2012			2			54.36 to 54.36			117		0.00 to 0.00			0.61			17.43 to 17.43
M International Equity (e)		2014			0			33.05 to 33.05			0		0.00 to 0.00			0.00			-7.06 to -7.06
		2013			0			35.56 to 35.56			0		0.00 to 0.00			0.00			16.32 to 16.32
		2012			0			30.57 to 30.57			0		0.00 to 0.00			0.00			20.68 to 20.68
M Large Cap Growth (e)		2014			13			50.21 to 50.21			661		0.00 to 0.00			0.05			10.21 to 10.21
		2013			11			45.56 to 45.56			490		0.00 to 0.00			0.61			36.15 to 36.15
		2012			9			33.46 to 33.46			309		0.00 to 0.00			0.06			19.31 to 19.31
Mid Cap Index Trust Series I		2014			145			41.90 to 36.95			5,654		0.90 to 0.00			0.98			9.34 to 8.36
		2013			144			37.34 to 34.99			5,152		0.70 to 0.20			1.02			32.76 to 32.10
		2012			195			28.13 to 26.48			5,322		0.70 to 0.20			1.25			17.25 to 16.66

79

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)		Total Return Highest to Lowest (d)
Mid Cap Index Trust Series I		2011			382		$	24.52 to $22.21		$	8,990		0.65% to 0.00	%		0.56%		-2.25% to -3.13	%
		2010			505			24.59 to 23.39			12,202		0.70 to 0.20			1.06		25.73 to 25.11
Mid Cap Index Trust Series NAV		2014			346			27.60 to 27.60			9,542		0.00 to 0.00			1.01		9.40 to 9.40
		2013			382			25.23 to 25.23			9,632		0.00 to 0.00			1.18		33.09 to 33.09
		2012			360			18.95 to 18.95			6,824		0.00 to 0.00			1.54		17.54 to 17.54
		2011			313			16.13 to 16.13			5,051		0.00 to 0.00			0.81		-2.14 to -2.14
		2010			229			16.48 to 16.48			3,772		0.00 to 0.00			1.44		26.06 to 26.06
Mid Cap Stock Trust Series I		2014			100			33.50 to 29.53			3,179		0.90 to 0.00			0.10		8.02 to 7.05
		2013			114			30.49 to 28.32			3,370		0.70 to 0.20			0.04		36.55 to 35.86
		2012			116			22.13 to 20.84			2,515		0.70 to 0.20			0.00		21.97 to 21.35
		2011			251			18.55 to 16.80			4,452		0.70 to 0.00			0.00		-9.20 to -10.01
		2010			319			20.03 to 19.05			6,249		0.70 to 0.20			0.00		22.84 to 22.23
Mid Cap Stock Trust Series NAV		2014			91			73.72 to 73.72			6,701		0.00 to 0.00			0.20		8.11 to 8.11
		2013			123			68.19 to 68.19			8,402		0.00 to 0.00			0.07		36.84 to 36.84
		2012			121			49.83 to 49.83			6,027		0.00 to 0.00			0.00		22.34 to 22.34
		2011			120			40.73 to 40.73			4,908		0.00 to 0.00			0.00		-9.16 to -9.16
		2010			99			44.84 to 44.84			4,443		0.00 to 0.00			0.00		23.07 to 23.07
Mid Value Trust Series I		2014			229			25.98 to 24.69			5,817		0.90 to 0.00			0.74		10.60 to 9.62
		2013			245			23.27 to 22.79			5,637		0.65 to 0.20			1.13		31.13 to 30.55
		2012			220			17.75 to 17.46			3,867		0.65 to 0.20			0.85		19.29 to 18.75
		2011			266			14.96 to 14.60			3,937		0.65 to 0.00			0.69		-4.93 to -5.77
		2010			331			15.68 to 15.56			5,166		0.65 to 0.20			2.07		15.93 to 15.41
Mid Value Trust Series NAV		2014			511			39.91 to 39.91			20,406		0.00 to 0.00			0.99		10.70 to 10.70
		2013			267			36.05 to 36.05			9,612		0.00 to 0.00			1.13		31.47 to 31.47
		2012			270			27.42 to 27.42			7,391		0.00 to 0.00			0.92		19.54 to 19.54
		2011			265			22.94 to 22.94			6,074		0.00 to 0.00			0.75		-4.80 to -4.80
		2010			260			24.10 to 24.10			6,272		0.00 to 0.00			2.12		16.16 to 16.16
Money Market Trust B Series NAV		2014			3,095			17.37 to 17.37			53,777		0.00 to 0.00			0.00		0.00 to 0.00
		2013			4,061			17.37 to 17.37			70,547		0.00 to 0.00			0.01		0.01 to 0.01
		2012			3,405			17.37 to 17.37			59,154		0.00 to 0.00			0.04		0.03 to 0.03
		2011			2,900			17.36 to 17.36			50,355		0.00 to 0.00			0.00		0.08 to 0.08
		2010			2,163			17.35 to 17.35			37,530		0.00 to 0.00			0.05		0.03 to 0.03
Money Market Trust Series I		2014			1,221			22.29 to 19.65			25,348		0.90 to 0.00			0.00		0.00 to -0.92
		2013			1,177			21.72 to 14.99			24,559		0.70 to 0.20			0.00		-0.18 to -0.71
		2012			3,865			21.76 to 20.49			82,145		0.70 to 0.20			0.00		-0.18 to -0.70
		2011			1,293			22.28 to 15.15			27,375		0.70 to 0.00			0.00		0.07 to -0.82
		2010			1,006			21.83 to 20.77			21,282		0.70 to 0.20			0.00		-0.19 to -0.70
Natural Resources Trust Series I		2014	(m)		0			38.15 to 34.40			0		0.90 to 0.00			1.06		-7.78 to -8.48
		2013			95			40.50 to 38.60			3,741		0.65 to 0.20			0.63		2.76 to 2.30
		2012			84			39.41 to 37.73			3,204		0.65 to 0.20			0.73		0.32 to -0.13
		2011			125			39.97 to 36.98			4,794		0.65 to 0.00			0.45		-20.29 to -21.00
		2010			128			49.38 to 47.71			6,180		0.65 to 0.20			0.64		14.99 to 14.47
Natural Resources Trust Series NAV		2014	(m)		0			16.13 to 16.13			0		0.00 to 0.00			1.25		-7.74 to -7.74
		2013			161			17.49 to 17.49			2,808		0.00 to 0.00			0.69		3.07 to 3.07
		2012			150			16.97 to 16.97			2,546		0.00 to 0.00			0.89		0.58 to 0.58
		2011			130			16.87 to 16.87			2,194		0.00 to 0.00			0.61		-20.27 to -20.27
		2010			85			21.16 to 21.16			1,792		0.00 to 0.00			0.62		15.25 to 15.25
PIMCO All Asset (e)		2014			223			20.32 to 15.84			3,705		0.90 to 0.00			5.08		0.23 to -0.66
		2013			209			21.88 to 20.95			3,457		0.65 to 0.00			4.57		-0.10 to -0.75
		2012			157			21.11 to 15.82			2,642		0.65 to 0.00			4.87		14.65 to 13.90
		2011			120			19.48 to 18.18			1,776		0.65 to 0.00			6.34		1.66 to 0.75
		2010			132			18.35 to 13.58			1,987		0.65 to 0.00			6.94		12.71 to 11.98
Real Estate Securities Trust Series I		2014			74			173.52 to 152.98			11,707		0.90 to 0.00			1.68		31.73 to 30.55
		2013			75			128.34 to 48.06			8,983		0.70 to 0.20			1.73		-0.30 to -0.80
		2012			93			128.73 to 121.22			11,298		0.70 to 0.20			1.66		17.02 to 16.44
		2011			120			112.45 to 41.48			12,391		0.65 to 0.00			1.38		9.46 to 8.49
		2010			146			100.69 to 95.78			13,958		0.70 to 0.20			1.82		28.94 to 28.30
Real Estate Securities Trust Series NAV		2014			99			138.91 to 138.91			13,743		0.00 to 0.00			1.75		31.75 to 31.75
		2013			96			105.43 to 105.43			10,087		0.00 to 0.00			2.00		-0.05 to -0.05
		2012			93			105.48 to 105.48			9,784		0.00 to 0.00			1.82		17.33 to 17.33
		2011			86			89.90 to 89.90			7,765		0.00 to 0.00			1.53		9.58 to 9.58
		2010			92			82.05 to 82.05			7,529		0.00 to 0.00			2.02		29.20 to 29.20
Real Return Bond Trust Series I		2014			118			21.67 to 19.51			2,433		0.90 to 0.00			3.02		4.76 to 3.82
		2013			162			20.25 to 19.29			3,198		0.65 to 0.20			2.17		-9.46 to -9.87
		2012			234			22.36 to 21.41			5,091		0.65 to 0.20			1.74		8.64 to 8.15
		2011			267			20.95 to 19.38			5,369		0.65 to 0.00			4.40		12.02 to 11.03
		2010			271			18.41 to 17.78			4,890		0.65 to 0.20			12.15		8.61 to 8.12
Real Return Bond Trust Series NAV		2014			795			14.94 to 14.94			11,877		0.00 to 0.00			3.11		4.88 to 4.88
		2013			769			14.24 to 14.24			10,955		0.00 to 0.00			2.63		-9.25 to -9.25
		2012			727			15.69 to 15.69			11,415		0.00 to 0.00			1.83		8.86 to 8.86
		2011			621			14.41 to 14.41			8,946		0.00 to 0.00			4.19		12.14 to 12.14

80

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Real Return Bond Trust Series NAV		2010		545		$	12.85 to $12.85		$	7,011		0.00% to 0.00	%		13.22	%		8.82% to 8.82	%
Science & Technology Trust Series I		2014		274			33.10 to 29.18			8,265		0.90 to 0.00			0.00			12.90 to 11.88
		2013		286			28.56 to 10.37			7,523		0.70 to 0.20			0.00			43.24 to 42.53
		2012		292			19.94 to 18.77			5,407		0.70 to 0.20			0.00			10.23 to 9.67
		2011		373			18.49 to 6.61			6,303		0.70 to 0.00			0.00			-7.75 to -8.57
		2010		367			19.64 to 18.68			6,815		0.70 to 0.20			0.00			24.36 to 23.74
Science & Technology Trust Series NAV		2014		84			26.86 to 26.86			2,268		0.00 to 0.00			0.00			12.95 to 12.95
		2013		98			23.78 to 23.78			2,323		0.00 to 0.00			0.00			43.55 to 43.55
		2012		79			16.57 to 16.57			1,302		0.00 to 0.00			0.00			10.54 to 10.54
		2011		73			14.99 to 14.99			1,089		0.00 to 0.00			0.00			-7.72 to -7.72
		2010		59			16.24 to 16.24			951		0.00 to 0.00			0.00			24.69 to 24.69
Short Term Government Income Trust Series I		2014		163			10.62 to 10.17			1,684		0.90 to 0.00			2.62			1.15 to 0.19
		2013		142			10.42 to 10.24			1,462		0.70 to 0.20			1.08			-1.09 to -1.56
		2012		205			10.53 to 10.40			2,145		0.70 to 0.20			1.61			0.96 to 0.50
		2011		241			10.47 to 10.31			2,503		0.65 to 0.00			2.31			2.77 to 1.83
		2010		389			10.17 to 10.14			3,953		0.70 to 0.20			1.58			1.71 to 1.39
Short Term Government Income Trust Series NAV		2014		134			10.65 to 10.65			1,430		0.00 to 0.00			2.08			1.19 to 1.19
		2013		160			10.52 to 10.52			1,680		0.00 to 0.00			1.77			-0.74 to -0.74
		2012		227			10.60 to 10.60			2,409		0.00 to 0.00			1.96			1.18 to 1.18
		2011		71			10.48 to 10.48			748		0.00 to 0.00			1.39			2.83 to 2.83
		2010		232			10.19 to 10.19			2,363		0.00 to 0.00			1.20			1.91 to 1.91
Small Cap Growth Trust Series I		2014		41			27.64 to 26.15			1,100		0.90 to 0.00			0.00			7.57 to 6.61
		2013		61			25.43 to 24.85			1,537		0.65 to 0.20			0.00			43.80 to 43.15
		2012		64			17.68 to 17.36			1,121		0.65 to 0.20			0.00			16.24 to 15.71
		2011		70			15.31 to 14.88			1,057		0.65 to 0.00			0.00			-6.81 to -7.65
		2010		61			16.36 to 16.20			994		0.65 to 0.20			0.00			21.83 to 21.29
Small Cap Growth Trust Series NAV		2014		293			32.78 to 32.78			9,611		0.00 to 0.00			0.00			7.60 to 7.60
		2013		304			30.46 to 30.46			9,264		0.00 to 0.00			0.00			44.22 to 44.22
		2012		244			21.12 to 21.12			5,161		0.00 to 0.00			0.00			16.53 to 16.53
		2011		239			18.13 to 18.13			4,325		0.00 to 0.00			0.00			-6.80 to -6.80
		2010		223			19.45 to 19.45			4,344		0.00 to 0.00			0.00			22.14 to 22.14
Small Cap Index Trust Series I		2014		186			32.38 to 28.55			5,649		0.90 to 0.00			0.95			4.59 to 3.65
		2013		181			30.17 to 28.26			5,259		0.70 to 0.20			1.52			38.35 to 37.65
		2012		265			21.81 to 20.53			5,572		0.70 to 0.20			1.96			15.87 to 15.29
		2011		122			19.23 to 17.43			2,235		0.70 to 0.00			1.13			-4.50 to -5.36
		2010		135			19.75 to 18.78			2,595		0.70 to 0.20			0.51			26.11 to 25.48
Small Cap Index Trust Series NAV		2014		230			25.96 to 25.96			5,962		0.00 to 0.00			0.93			4.71 to 4.71
		2013		263			24.79 to 24.79			6,527		0.00 to 0.00			1.53			38.75 to 38.75
		2012		283			17.87 to 17.87			5,056		0.00 to 0.00			2.17			16.06 to 16.06
		2011		201			15.40 to 15.40			3,097		0.00 to 0.00			1.32			-4.37 to -4.37
		2010		139			16.10 to 16.10			2,234		0.00 to 0.00			0.63			26.43 to 26.43
Small Cap Opportunities Trust Series I		2014		430			39.46 to 35.53			15,811		0.90 to 0.00			0.05			2.39 to 1.47
		2013		470			37.73 to 35.77			16,986		0.70 to 0.20			0.27			39.88 to 39.18
		2012		17			26.97 to 25.70			437		0.70 to 0.20			0.00			16.61 to 16.02
		2011		33			23.54 to 21.77			735		0.70 to 0.00			0.09			-3.16 to -4.03
		2010		58			23.93 to 23.03			1,361		0.70 to 0.20			0.00			29.41 to 28.76
Small Cap Opportunities Trust Series NAV		2014		17			19.43 to 19.43			321		0.00 to 0.00			0.08			2.42 to 2.42
		2013		14			18.97 to 18.97			272		0.00 to 0.00			0.74			40.28 to 40.28
		2012		10			13.52 to 13.52			131		0.00 to 0.00			0.00			16.88 to 16.88
		2011		11			11.57 to 11.57			130		0.00 to 0.00			0.12			-3.13 to -3.13
		2010		12			11.94 to 11.94			141		0.00 to 0.00			0.00			29.71 to 29.71
Small Cap Value Trust Series I		2014		37			24.84 to 23.29			888		0.90 to 0.00			0.57			7.18 to 6.22
		2013		48			22.89 to 22.04			1,065		0.65 to 0.20			0.51			33.06 to 32.45
		2012		53			17.21 to 16.81			891		0.65 to 0.20			0.87			15.47 to 14.94
		2011		32			15.03 to 14.47			462		0.65 to 0.00			0.80			1.04 to 0.14
		2010		31			14.78 to 14.57			451		0.65 to 0.20			0.36			25.85 to 25.28
Small Cap Value Trust Series NAV		2014		128			69.19 to 69.19			8,868		0.00 to 0.00			0.63			7.25 to 7.25
		2013		172			64.51 to 64.51			11,096		0.00 to 0.00			0.62			33.33 to 33.33
		2012		162			48.39 to 48.39			7,815		0.00 to 0.00			0.91			15.78 to 15.78
		2011		167			41.79 to 41.79			6,963		0.00 to 0.00			0.90			1.15 to 1.15
		2010		155			41.32 to 41.32			6,410		0.00 to 0.00			0.44			26.15 to 26.15
Small Company Value Trust Series I		2014		167			33.69 to 29.70			5,332		0.90 to 0.00			0.03			0.11 to -0.79
		2013		186			46.36 to 30.72			5,927		0.70 to 0.20			1.76			31.35 to 30.70
		2012		191			24.96 to 23.51			4,661		0.70 to 0.20			0.25			16.06 to 15.48
		2011		292			30.62 to 19.92			6,156		0.65 to 0.00			0.54			-0.93 to -1.82
		2010		350			21.75 to 20.69			7,496		0.70 to 0.20			1.34			21.11 to 20.51
Small Company Value Trust Series NAV		2014		61			22.81 to 22.81			1,392		0.00 to 0.00			0.06			0.14 to 0.14
		2013		54			22.78 to 22.78			1,241		0.00 to 0.00			1.77			31.68 to 31.68
		2012		75			17.30 to 17.30			1,303		0.00 to 0.00			0.25			16.41 to 16.41
		2011		69			14.86 to 14.86			1,029		0.00 to 0.00			0.64			-0.94 to -0.94
		2010		61			15.00 to 15.00			921		0.00 to 0.00			1.53			21.39 to 21.39

81

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Strategic Income Opportunities Trust Series I		2014		75		$	25.83 to $23.47		$	1,846		0.90% to 0.00	%		4.00	%		5.06% to 4.12	%
		2013		84			24.12 to 23.08			1,977		0.65 to 0.20			6.34			3.63 to 3.15
		2012		61			23.27 to 22.38			1,367		0.65 to 0.20			6.72			12.64 to 12.12
		2011		108			20.98 to 19.59			2,168		0.65 to 0.00			9.78			2.03 to 1.11
		2010		133			20.29 to 19.69			2,630		0.65 to 0.20			23.98			15.66 to 15.13
Strategic Income Opportunities Trust Series NAV		2014		200			19.15 to 19.15			3,828		0.00 to 0.00			4.09			5.13 to 5.13
		2013		198			18.22 to 18.22			3,609		0.00 to 0.00			5.72			3.81 to 3.81
		2012		182			17.55 to 17.55			3,195		0.00 to 0.00			7.25			12.94 to 12.94
		2011		136			15.54 to 15.54			2,106		0.00 to 0.00			12.08			2.08 to 2.08
		2010		102			15.22 to 15.22			1,550		0.00 to 0.00			19.58			15.91 to 15.91
Total Bond Market Trust B Series NAV		2014		693			23.62 to 23.62			16,376		0.00 to 0.00			3.54			6.06 to 6.06
		2013		582			22.27 to 22.27			12,957		0.00 to 0.00			3.60			-2.44 to -2.44
		2012		567			22.83 to 22.83			12,955		0.00 to 0.00			1.88			4.08 to 4.08
		2011		353			21.94 to 21.94			7,750		0.00 to 0.00			4.38			7.60 to 7.60
		2010		435			20.39 to 20.39			8,870		0.00 to 0.00			4.49			6.49 to 6.49
Total Return Trust Series I		2014		476			29.70 to 26.19			13,400		0.90 to 0.00			3.49			4.74 to 3.80
		2013		348			27.63 to 26.06			9,350		0.65 to 0.20			2.34			-2.23 to -2.67
		2012		962			28.26 to 26.77			26,630		0.65 to 0.20			1.72			8.27 to 7.78
		2011		1,865			26.68 to 24.17			47,874		0.65 to 0.00			4.47			3.91 to 2.98
		2010		1,847			25.16 to 24.06			45,740		0.65 to 0.20			2.32			7.43 to 6.95
Total Return Trust Series NAV		2014		1,554			18.03 to 18.03			28,029		0.00 to 0.00			3.51			4.72 to 4.72
		2013		1,401			17.22 to 17.22			24,129		0.00 to 0.00			3.33			-1.98 to -1.98
		2012		1,786			17.57 to 17.57			31,388		0.00 to 0.00			2.00			8.57 to 8.57
		2011		1,764			16.18 to 16.18			28,551		0.00 to 0.00			4.80			3.97 to 3.97
		2010		1,388			15.57 to 15.57			21,600		0.00 to 0.00			2.58			7.66 to 7.66
Total Stock Market Index Trust Series I		2014		134			23.84 to 21.02			2,980		0.90 to 0.00			1.35			11.48 to 10.46
		2013		88			20.84 to 19.53			1,758		0.70 to 0.20			1.17			33.12 to 32.46
		2012		130			15.65 to 14.74			1,982		0.70 to 0.20			1.54			15.26 to 14.69
		2011		145			13.88 to 12.57			1,911		0.65 to 0.00			1.16			0.28 to -0.62
		2010		144			13.43 to 12.91			1,900		0.70 to 0.30			1.73			16.84 to 16.37
Total Stock Market Index Trust Series NAV		2014		19			79.72 to 79.72			1,553		0.00 to 0.00			1.30			11.46 to 11.46
		2013		12			71.52 to 71.52			861		0.00 to 0.00			1.70			33.45 to 33.45
		2012		9			53.59 to 53.59			458		0.00 to 0.00			1.34			15.56 to 15.56
		2011		13			46.38 to 46.38			621		0.00 to 0.00			0.59			0.33 to 0.33
		2010		37			46.23 to 46.23			1,710		0.00 to 0.00			1.54			17.26 to 17.26
U.S. Equity Trust Series I		2014		93			14.63 to 14.28			1,343		0.90 to 0.00			1.30			11.03 to 10.04
		2013		105			13.13 to 13.02			1,378		0.70 to 0.20			1.46			27.98 to 27.33
		2012		105			10.26 to 10.23			1,072		0.70 to 0.20			1.97			2.63 to 2.28
U.S. Equity Trust Series NAV		2014		206			14.66 to 14.66			3,021		0.00 to 0.00			1.51			11.07 to 11.07
		2013		201			13.20 to 13.20			2,646		0.00 to 0.00			1.84			28.36 to 28.36
		2012		52			10.28 to 10.28			538		0.00 to 0.00			2.14			2.81 to 2.81
Ultra Short Term Bond Trust Series I		2014		1			10.05 to 9.72			9		0.90 to 0.00			1.61			-0.02 to -0.84
		2013		2			9.92 to 9.84			18		0.65 to 0.45			0.02			-0.49 to -0.74
		2012		3			9.91 to 9.91			33		0.65 to 0.65			1.16			-0.15 to -0.15
		2011		3			9.91 to 9.91			27		0.65 to 0.00			2.05			0.12 to -0.69
Ultra Short Term Bond Trust Series NAV		2014		73			10.07 to 10.07			736		0.00 to 0.00			3.39			0.03 to 0.03
		2013		22			10.07 to 10.07			217		0.00 to 0.00			0.67			-0.02 to -0.02
		2012		34			10.07 to 10.07			340		0.00 to 0.00			1.10			0.66 to 0.66
		2011		12			10.00 to 10.00			116		0.00 to 0.00			1.32			0.09 to 0.09
Utilities Trust Series I		2014		64			37.33 to 33.00			2,201		0.90 to 0.00			3.07			12.59 to 11.58
		2013		60			32.32 to 30.52			1,869		0.65 to 0.20			2.06			20.32 to 19.78
		2012		64			26.86 to 25.48			1,644		0.65 to 0.20			3.65			13.43 to 12.92
		2011		80			24.19 to 21.98			1,830		0.65 to 0.00			3.56			6.65 to 5.70
		2010		77			22.25 to 21.29			1,669		0.65 to 0.20			2.52			13.69 to 13.18
Utilities Trust Series NAV		2014		150			29.88 to 29.88			4,484		0.00 to 0.00			3.46			12.72 to 12.72
		2013		63			26.50 to 26.50			1,660		0.00 to 0.00			2.30			20.65 to 20.65
		2012		53			21.97 to 21.97			1,174		0.00 to 0.00			3.78			13.63 to 13.63
		2011		51			19.33 to 19.33			993		0.00 to 0.00			3.82			6.80 to 6.80
		2010		56			18.10 to 18.10			1,013		0.00 to 0.00			3.58			14.00 to 14.00
Value Trust Series I		2014		49			56.85 to 50.12			2,527		0.90 to 0.00			0.49			9.82 to 8.84
		2013		56			50.43 to 43.00			2,671		0.70 to 0.20			0.72			35.13 to 34.45
		2012		76			37.32 to 35.15			2,735		0.70 to 0.20			0.84			17.19 to 16.60
		2011		113			32.56 to 27.35			3,499		0.70 to 0.00			1.04			0.98 to 0.07
		2010		115			31.60 to 30.06			3,518		0.70 to 0.20			0.96			21.97 to 21.36
Value Trust Series NAV		2014		51			27.16 to 27.16			1,373		0.00 to 0.00			0.57			9.88 to 9.88
		2013		46			24.72 to 24.72			1,136		0.00 to 0.00			0.93			35.44 to 35.44
		2012		41			18.25 to 18.25			754		0.00 to 0.00			0.95			17.50 to 17.50
		2011		34			15.53 to 15.53			523		0.00 to 0.00			1.10			1.03 to 1.03
		2010		38			15.37 to 15.37			585		0.00 to 0.00			1.12			22.30 to 22.30

82

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

The preceding table was developed by determining which products offered by the Company have the lowest and highest total return. Only product designs within each sub-account that had units outstanding during 2010 through 2013 were considered when determining the lowest and highest total return for these years. The summary for these years may not reflect the minimum and maximum mortality and expense risks charges offered by the Company as contract owners may not have selected all available and applicable contract options.

(a) As the unit fair value is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract unit values are not within the ranges presented.

(b) These ratios represent the annualized contract expenses of the variable account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to policyholder accounts through the redemption of units and expenses of the underlying Portfolio are excluded.

(c) These ratios, which are not annualized, represent the distributions from net investment income received by the sub-account from the underlying Portfolio, net of management fees assessed by the portfolio manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against policyholder accounts either through the reductions in the unit values or the redemptions of units. The recognition of investment income by the sub-account is affected by the timing of the declaration of dividends by the underlying Portfolio in which the sub-accounts invest.

(d) These ratios, which are not annualized, represent the total return for the periods indicated, including changes in the value of the underlying Portfolio, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options indicated in footnote 1 with a date notation, if any, denote the effective date of that investment option in the variable account. The total return is calculated for the period indicated or from the effective date through the end of the reporting period. For closed sub-accounts, the total return is calculated from the beginning of the reporting period to the date the sub-account closed. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

(e) Sub-account that invests in non-affiliated Trust.

(f) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(g) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(h) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

(i) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(j) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(k) Renamed on November 10, 2014. Previously known as Financial Services Trust.

(l) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

(m) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

83

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

8. Diversification Requirements

The Internal Revenue Service has issued regulations under Section 817(h) of the Internal Revenue Code (“the Code”). Under the provisions of Section 817(h) of the Code, a Contract will not be treated as a variable life contract for federal tax purposes for any period for which the investments of the Account on which the contract is based are not adequately diversified. The Code provides that the “adequately diversified” requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirement set forth in regulations issued by the Secretary of the Treasury. The Company believes that the Account satisfies the current requirements of the regulations, and the Account will continue to meet such requirements.

9. Contract Charges

The Company deducts certain charges from gross premiums before placing the remaining net premiums in the sub-account. In the event of a surrender by the contract holder, surrender charges may be levied by the Company against the contract value at the time of termination to cover sales and administrative expenses associated with underwriting and issuing the Contract. Additionally, each month a deduction consisting of an administrative charge, a charge for cost of insurance, and charges for supplementary benefits is deducted from the contract value. Contract charges are paid through the redemption of sub-account units and are reflected as terminations.

The Company deducts from the assets of the Account a daily charge equivalent to annual rates between 0.00% and 0.90% of the average net value of the Account’s assets for the assumption of mortality and expense risks.

84

Prospectus dated April 27, 2015

for interests in

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Interests are made available under

CORPORATE VUL

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)
(“John Hancock USA”)

500 Index B

Active Bond

All Cap Core

Alpha Opportunities

American Asset Allocation

American Global Growth

American Growth

American Growth-Income

American International

American New World

Blue Chip Growth

Bond

Capital Appreciation

Capital Appreciation Value

Core Bond

Core Strategy

Emerging Markets Value

Equity-Income

Financial Industries

Franklin Templeton Founding Allocation

Fundamental All Cap Core

Fundamental Large Cap Value

Global

Global Bond

Health Sciences

High Yield

International Core

International Equity Index B

International Growth Stock

International Small Company

International Value

Investment Quality Bond

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

Mid Cap Index

Mid Cap Stock

Mid Value

Money Market

PIMCO VIT All Asset

Real Estate Securities

Real Return Bond

Science & Technology

Short Term Government Income

Small Cap Growth

Small Cap Index

Small Cap Opportunities

Small Cap Value

Small Company Value

Strategic Income Opportunities

Total Stock Market Index

Ultra Short Term Bond

U.S. Equity

Utilities

Value

* * * * * * * * * * * *

Please note that the Securities and Exchange Commission (“SEC”) has not approved or disapproved these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

CVUL04 4/2015

TABLE OF CONTENTS

	Page No.
SUMMARY OF BENEFITS AND RISKS	3
Benefits	3
Risks	3
FEE TABLES	4
Table of Investment Options and Investment Subadvisers	6
POLICY SUMMARY	9
General	9
Death Benefits	10
Premiums	10
Policy Value	10
Policy Loans	10
Surrender and Partial Withdrawals	10
Lapse and Reinstatement	11
Charges and Deductions	11
Investment Options and Investment Subadvisers	11
Description of John Hancock (USA)	11
Description of Separate Account N	12
ISSUING A POLICY	12
Use of the Policy	12
Requirements	12
Temporary Insurance Agreement	13
Underwriting	13
Right to Examine the Policy	13
Life Insurance Qualification	14
DEATH BENEFITS	14
Flexible Term Insurance Option Rider	15
Death Benefit Options	16
Changing the Death Benefit Option	16
Changing the Face Amount and Scheduled Death Benefits	17
PREMIUM PAYMENTS	19
Initial Premiums	19
Subsequent Premiums	20
Premium Limitations	20
Premium Allocation	20
CHARGES AND DEDUCTIONS	20
Premium Charge	20
Sales Charge	20
Monthly Deductions	21
Asset Based Risk Charge Deducted from Investment Accounts	22
Reduction in Charges and Enhanced Surrender Values	22
COMPANY TAX CONSIDERATIONS	22
POLICY VALUE	22
Determination of the Policy Value	22
Units and Unit Values	23
Transfers of Policy Value	23

	Page No.
POLICY LOANS	25
Interest Charged on Policy Loans	25
Loan Account	25
POLICY SURRENDER AND PARTIAL WITHDRAWALS	26
Policy Surrender	26
Partial Withdrawals	26
LAPSE AND REINSTATEMENT	26
Lapse	26
Reinstatement	27
THE GENERAL ACCOUNT	27
Fixed Account	27
OTHER PROVISIONS OF THE POLICY	27
Policy Owner Rights	27
Policy Cancellation	28
Beneficiary	28
Incontestability	28
Misstatement of Age or Sex	29
Suicide Exclusion	29
Supplementary Benefits	29
Tax considerations	29
General	29
Death benefit proceeds and other policy distributions	30
Policy loans	31
Diversification rules and ownership of the Separate Account	31
7-pay premium limit and modified endowment contract status	31
Corporate and H.R. 10 retirement plans	32
Withholding	32
Life insurance purchases by residents of Puerto Rico	33
Life insurance purchases by non-resident aliens	33
Life insurance owned by citizens or residents living abroad	33
OTHER INFORMATION	33
Payment of Proceeds	33
Reports to Policy Owners	33
Distribution of policies	34
Compensation	34
Responsibilities of John Hancock USA	35
Voting Rights	35
Substitution of Portfolio Shares	36
Records and Accounts	36
State Regulation	36
Financial statements reference	36
Registration statement filed with the SEC	36
Independent registered public accounting firm	36
APPENDIX A: DEFINITIONS	38

2

The purpose of this variable life insurance policy is to provide insurance protection for the beneficiary named therein. No claim is made that this variable life insurance policy is in any way similar or comparable to a systematic investment plan of a mutual fund.

Examine this prospectus carefully. The Policy Summary will briefly describe the policy. More detailed information will be found further in the prospectus. You should rely on the information contained in this prospectus, the portfolio prospectuses, and the corresponding Statements of Additional Information, which contains the audited financial statements for JHUSA and Separate Account N. The portfolio prospectuses describe the investment objectives, policies and restrictions of, and the risks relating to, investment in the investment options. In the case of any of the portfolios that are operated as “feeder funds,” the prospectus for the corresponding “master fund” is also provided. We have not authorized anyone to provide you with information that is different from the information contained in the aforementioned documents.

SUMMARY OF BENEFITS AND RISKS

Benefits

Some of the benefits of purchasing the policy are described below.

Death Benefit Protection: This prospectus describes a flexible premium variable life insurance policy, which provides for a death benefit payable to the beneficiary of the policy upon the death of the insured person. Variable life insurance is a flexible tool for financial and investment planning for persons needing death benefit protection. You should consider other forms of investments if death benefit protection is not one of your financial planning objectives, as there are additional costs and expenses in providing the insurance.

Access to Your Policy Values: Your variable life insurance policy offers access to your Policy Value through policy loans, policy surrender and partial withdrawal. There are limitations on partial withdrawals. See “Policy Surrender and Partial Withdrawals” for further information. Policy loans permanently affect the Policy Value, and may also result in adverse tax consequences.

Tax Deferred Accumulation: Variable life insurance has several tax advantages under current tax laws. For example, Policy Value accumulates on a tax-deferred basis and a transfer of values from one sub-account to another within the policy does not generate a taxable gain or loss. Any investment income and realized capital gains within a sub-account or interest from the Fixed Account are automatically reinvested without current income taxation to the policy owner.

Investment Options: In addition to the Fixed Account, the policy provides for access to a number of variable investment options, which permit you to reallocate your Policy Value to meet your changing personal objectives, goals, and investment conditions. Information regarding each investment option may be found in the portfolio prospectuses.

Flexibility: The policy is a flexible premium variable life insurance policy in which varying premium payments are permitted. You may select death benefit options and policy riders. You may increase or decrease the amount of death benefit. You are able to select, monitor, and change investment choices within your policy.

Risks

Some of the risks of purchasing the policy are described below.

Fluctuating Investment Performance: Policy Values invested in a sub-account are not guaranteed. Policy Values will increase and decrease according to investment performance. You assume the investment risk of Policy Value allocated to the sub-accounts. A comprehensive discussion of each sub-account’s objective and risk is found in the portfolio prospectuses. You should review the prospectuses carefully before allocating Policy Values to any sub-accounts.

Unsuitable for Short-Term Investment: The policy is intended for long-term financial planning, and is unsuitable for short-term goals. The policy is not designed to serve as a vehicle for frequent trading.

Policy Lapse: Sufficient premiums must be paid to keep the policy in force. There is a risk of lapse if the Policy Value is too low in relation to the insurance amount, if investment results are less favorable than anticipated or if extensive policy loans are taken. A policy lapse could have adverse tax consequences since the amount received (including any loans) less the investment in the policy may be treated as ordinary income subject to tax. Withdrawals reduce your Policy Value and increase the risk of lapse.

3

Decreasing Death Benefit: Any outstanding policy loans and any amount that you have surrendered or withdrawn will reduce your policy’s death benefit.

Adverse Consequences of Early Surrender: Depending on the Policy Value at the time of surrender, there may be little or no Net Cash Surrender Value paid to you when the policy is surrendered. In addition, there are adverse consequences associated with partial withdrawals including potential policy lapse and adverse tax consequences. There may also be adverse consequences associated with full surrender of the policy.

Adverse Tax Consequences: You should always consult a tax adviser about the application of federal and state tax law to your individual situation. The federal income tax treatment of life insurance is complex and current tax treatment of life insurance may change.

FEE TABLES

The following tables describe the fees and expenses (on a guaranteed basis) that you will pay when buying, owning, and surrendering the policy. Except where necessary to show a rate greater than zero, all rates shown in the tables have been rounded to two decimal places as required by the prospectus disclosure rules. Consequently, the actual rates charged may be slightly higher or lower than those shown. The first table describes the fees and expenses that you will pay at the time that you buy the policy, surrender the policy, or transfer cash value between investment options.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Premium Charge	Upon receipt of premium	2.5% of each premium paid
Sales Charge	Upon receipt of premium	13% (Coverage Year 1)1
Transfer Fees	Upon transfer	$25 (only applies to transfers in excess of 12 in a Policy Year)
Dollar Cost Averaging	Upon transfer	Guaranteed $ 5.00
		Current $ 0.00
Asset Allocation Balancer	Upon transfer	Guaranteed $ 15.00
		Current $ 0.00

¹ The sales charge declines in subsequent Coverage Years as noted below:

Coverage Year	Percentage
1	13.00%
2	6.25%
3	3.50%
4	2.50%
5	0.50%
6	0.50%
7+	0.00%

The next table describes the fees and expenses (on a guaranteed basis) that you will pay periodically during the time that you own the policy. These fees and expenses do not include fees and expenses of the portfolios, which are the underlying variable investment options for your policy.

4

Charges Other Than Those of the Portfolios
Charge	When Charge is Deducted	Amount Deducted
Cost of Insurance1	Monthly	Minimum and Maximum Charge	The possible range of the cost of insurance is from $0.00 to $83.33 per month per $1,000 of the net amount at risk.
		Charge for a Representative Policy Owner (a 45 year old non-smoking male) (rating classification is for short form underwriting)	The cost of insurance rate is $0.08 per month per $1,000 of the net amount at risk.
Cost of Insurance – Optional FTIO Rider (Flexible Term Insurance Option)1	Monthly	Minimum and Maximum Charges	The possible range of the cost of insurance is from $0.00 to $83.33 per month per $1,000 of the net amount at risk.
		Charge for a Representative Policy Owner (a 45 year old non-smoking male) rating classification is for short form underwriting)	The cost of insurance rate is $0.38 per month per $1,000 of the net amount at risk.
Mortality and Expense Risk Charge	Monthly	0.50% annually2
Administration Charge	Monthly	$12 per Policy Month
Loan Interest Rate (Net)	Annually	0.75% 3

¹ The cost of insurance varies based on individual characteristics and the charges shown in the table may not be representative of the charge a particular policy owner will pay. A policy owner may obtain additional information regarding cost of insurance charge by contacting the Company. The election (or failure to elect) the optional FTIO rider will impact the total cost of insurance charges.

² Currently the Company is charging the following rates:

Policy Years	Annual Rate
1-10	0.45%
11+	0.25%

³ The Loan Interest Rate (Net) is equal to the rate of interest charged on the policy loan less the interest credited to the Loan Account. Currently this rate is 0.75% for Policy Years 1-10 and 0.25% for Policy Years 11 and higher. The maximum loan rate is 4%.

The next table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment option offered through this prospectus, expressed as a percentage of average net assets (rounded to two decimal places). These expenses are deducted from portfolio assets.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/or service (12b-1) fees, and other expenses	0.54%	1.68%

¹Certain of the portfolios’ advisers or subadvisers have contractually agreed to reimburse or waive certain portfolio level expenses. The minimum and maximum expenses shown do not reflect these contractual expense reimbursements or waivers. If such reimbursements or waivers were reflected, the minimum and maximum expenses would be 0.30% and 1.53%, respectively.

5

Table of Investment Options and Investment Subadvisers

When you select a Separate Account investment option, we invest your money in shares of a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”) (or the PIMCO Variable Insurance Trust (the “PIMCO Trust”) with respect to the PIMCO VIT All Asset portfolio) and hold the shares in a subaccount of the Separate Account. Fees and expenses of the portfolios are not fixed or specified under the terms of the policies and may vary from year to year. These fees and expenses differ for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any Separate Account investment options you select. For more information, please refer to the prospectus for the underlying portfolios.

The JHVIT and the PIMCO Trust are so-called “series” type mutual funds and each is registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end management investment company. John Hancock Investment Management Services, LLC (“JHIMS”) provides investment advisory services to the Trust and receives investment management fees for doing so. JHIMS pays a portion of its investment management fees to other firms that manage the Trust’s portfolios. We are affiliated with JHIMS and may indirectly benefit from any investment management fees JHIMS retains. The PIMCO VIT All Asset portfolio of the PIMCO Trust receives investment advisory services from Pacific Investment Management Company LLC (“PIMCO”) and pays investment management fees to PIMCO.

Each of the American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International and American New World portfolios invests in Series 1 shares of the corresponding investment portfolio of the Trust. The American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International, and American New World portfolios operate as “feeder funds,” which means that the portfolios do not buy investment securities directly. Instead, they invest in a “master fund” which in turn purchases investment securities. Each of the American feeder fund portfolios has the same investment objective and limitations as its master fund. The prospectus for the American Fund master fund is included with the prospectuses for the underlying funds. We pay American Funds Distributors, Inc., the principal underwriter for the American Funds Insurance Series, a percentage of some or all of the amounts allocated to the “American” portfolios of the Trust for the marketing support services it provides.

The portfolios pay us or certain of our affiliates compensation for some of the distribution, administrative, shareholder support, marketing and other services we or our affiliates provide to the portfolios. The amount of this compensation is based on a percentage of the assets of the portfolios attributable to the variable insurance products that we and our affiliates issue. These percentages may differ from portfolio to portfolio and among classes of shares within a portfolio. In some cases, the compensation is derived from the Rule 12b-1 fees that are deducted from a portfolio’s assets for the services we or our affiliates provide to that portfolio. These compensation payments do not, however, result in any charge to you in addition to what is shown in the Fee Tables.

The following table provides a general description of the portfolios that underlie the variable investment options we make available under the policy. You bear the investment risk of any portfolio you choose as an investment option for your policy. You can find a full description of each portfolio, including the investment objectives, policies, restrictions, and risks, in the prospectus for that portfolio. You should read the portfolio’s prospectus carefully before investing in the corresponding variable investment option.

The investment options in the Separate Account are not publicly traded mutual funds. The investment options are only available to you as investment options in the policies, or in some cases through other variable annuity contracts or variable life insurance policies issued by us or by other life insurance companies. In some cases, the investment options also may be available through participation in certain qualified pension or retirement plans. The portfolios' investment advisers and managers (i.e. subadvisers) may manage publicly traded mutual funds with similar names and investment objectives. However, the portfolios are not directly related to any publicly traded mutual fund. You should not compare the performance of any investment option described in this prospectus with the performance of a publicly traded mutual fund. The performance of any publicly traded mutual fund could differ substantially from that of any of the investment options of our Separate Account.

The portfolios available under the policies are as described in the following table:

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Portfolio	Portfolio Manager	Investment Objective
500 Index B	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To approximate the aggregate total return of a broad-based U.S. domestic equity market index.
Active Bond	Declaration Management & Research LLC; and John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
All Cap Core	QS Investors, LLC	To seek to provide long-term growth of capital.
Alpha Opportunities	Wellington Management Company, LLP	To seek to provide long-term total return.
American Asset Allocation	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide high total return (including income and capital gains) consistent with preservation of capital over the long-term.
American Global Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital.
American Growth–Income	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital and income.
American International	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American New World	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term capital appreciation.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is a secondary objective.
Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
Capital Appreciation	Jennison Associates LLC	To seek to provide long-term growth of capital.
Capital Appreciation Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
Core Bond	Wells Capital Management, Incorporated	To seek to provide total return consisting of income and capital appreciation.
Core Strategy	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital. Current income is also a consideration.
Emerging Markets Value	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
Equity-Income	T. Rowe Price Associates, Inc.	To seek to provide substantial dividend income and also long-term growth of capital.
Financial Industries	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide growth of capital.
Franklin Templeton Founding Allocation	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.
Fundamental All Cap Core	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.

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Portfolio	Portfolio Manager	Investment Objective
Fundamental Large Cap Value	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term capital appreciation.
Global	Templeton Global Advisors Limited	To seek to provide long-term capital appreciation.
Global Bond	Pacific Investment Management Company LLC	To seek to provide maximum total return, consistent with preservation of capital and prudent investment management.
Health Sciences	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
High Yield	Western Asset Management Company	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.
International Core	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide high total return.
International Equity Index B	SSgA Funds Management, Inc.	To seek to track the performance of a broad-based equity index of foreign companies primarily in developed countries and, to a lesser extent, in emerging markets.
International Growth Stock	Invesco Advisers, Inc.	To seek to provide long-term growth of capital.
International Small Company	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
International Value	Templeton Investment Counsel, LLC	To seek to provide long-term growth of capital.
Investment Quality Bond	Wellington Management Company, LLP	To seek to provide a high level of current income consistent with the maintenance of principal and liquidity.
Lifestyle Aggressive MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Balanced MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide growth of capital and current income while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Conservative MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Growth MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Moderate MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Mid Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a medium-capitalization U.S. domestic equity market index.
Mid Cap Stock	Wellington Management Company, LLP	To seek to provide long-term growth of capital.
Mid Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.

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Portfolio	Portfolio Manager	Investment Objective
Money Market	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to obtain maximum current income consistent with preservation of principal and liquidity. Certain market conditions may cause the return of the portfolio to become low or possibly negative.
PIMCO VIT All Asset (a series of PIMCO Variable Insurance Trust) (only Class M is available)	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Real Estate Securities	Deutsche Investment Management Americas Inc.	To seek to provide a combination of long-term capital appreciation and current income.
Real Return Bond	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Science & Technology	T. Rowe Price Associates, Inc.; and Allianz Global Investors U.S. LLC	To seek to provide long-term growth of capital. Current income is incidental to the portfolio’s objective.
Short Term Government Income	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with preservation of capital. Maintaining a stable share price is a secondary goal.
Small Cap Growth	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a small-capitalization U.S. domestic equity market index.
Small Cap Opportunities	Dimensional Fund Advisors LP; and Invesco Advisers, Inc.	To seek to provide long-term capital appreciation.
Small Cap Value	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Company Value	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital.
Strategic Income Opportunities	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income.
Total Stock Market Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a broad U.S. domestic equity market index.
Ultra Short Term Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with the maintenance of liquidity and the preservation of capital.
U.S. Equity	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide long-term capital appreciation.
Utilities	Massachusetts Financial Services Company	To seek to provide capital growth and current income (income above that available from the portfolio invested entirely in equity securities).
Value	Invesco Advisers, Inc.	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.

POLICY SUMMARY

General

The policy is a flexible premium variable universal life insurance policy. This summary provides a general description of the important features of the policy. It is not comprehensive and is qualified in its entirety by the more detailed information contained in this prospectus. Unless otherwise stated or implied by the context, the discussions in this prospectus assume that the policy is not in default, that there is no outstanding Policy Debt and the death benefit is not determined by the Minimum Death Benefit Percentage. Your policy’s provisions may vary in some states and the terms of the policy, and any endorsements or riders, supersede the disclosure in this prospectus.

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Death Benefits

The policy provides a death benefit in the event of the death of the Life Insured while the policy is in force. The basic death benefit amount is the Face Amount, which is provided for the lifetime of the Life Insured with no maturity or expiration date. There may be other amounts added to the death benefit as described below.

Flexible Term Insurance Option. You may add a Flexible Term Insurance Option rider (the “FTIO Rider”) to the policy to provide additional term life insurance coverage on the Life Insured. Cost of insurance rates are less than or equal to those of the policy and no sales charge will apply. However, unlike the Face Amount of the policy, the FTIO Rider will terminate at the Life Insured’s Attained Age 100. The FTIO Rider also offers the flexibility to schedule varying death benefit amounts on future dates (the “Scheduled Death Benefits”).

Death Benefit Options. There are two death benefit options. Option 1 provides a death benefit equal to the Face Amount of the policy or, if greater, the Minimum Death Benefit, plus the term insurance benefit of the FTIO option. Option 2 provides a death benefit equal to the Face Amount plus the Policy Value or, if greater, the Minimum Death Benefit, plus the term insurance benefit of the FTIO option. You may change the death benefit option and increase or decrease the Face Amount and Scheduled Death Benefits.

Age 100 Advantage. If the Life Insured is alive on the Policy Anniversary when the Life Insured reaches Attained Age 100, the policy will continue in force subject to the following unless the policy owner chooses to surrender the policy for its Net Cash Surrender Value:

•	the policy will be continued until the earlier of the death of the Life Insured or the date the policy owner surrenders the policy;
•	no additional premium payments will be accepted although loan repayments will be accepted;
•	no additional charges or deductions (described under “Charges and Deductions”) will be assessed;
•	interest on any Policy Debt will continue to accrue;
•	the policy owner may continue to transfer portions of the Policy Value among the Investment Accounts and the Fixed Accounts as described in this prospectus.

Premiums

Premium payments may be made at any time prior to Attained Age 100 and in any amount, subject to certain limitations (see “Premium Payments — Premium Limitations”). Net Premiums will be allocated to one or more of the Fixed Account and the sub-accounts of the Separate Account. You may change allocations and make transfers among the accounts subject to limitations described below.

Policy Value

The Policy Value is the accumulation of premiums paid, less charges and deductions we take for expenses and cost of insurance, plus or minus the investment returns of the accounts to which the Policy Value has been allocated. You may obtain a portion of the Policy Value by taking a policy loan or a partial withdrawal or by full surrender of the policy.

Policy Loans

You may borrow against the Net Cash Surrender Value of the policy. Loan interest will accrue daily and be payable in arrears on each Policy Anniversary. The Policy Debt will be deducted from amounts payable at the Life Insured’s death or upon surrender of the policy.

Surrender and Partial Withdrawals

You may make a partial withdrawal of the Policy Value. It may result in a decrease in the Face Amount and Scheduled Death Benefits. You may surrender the policy for its Net Cash Surrender Value at any time.

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Lapse and Reinstatement

Your policy will lapse and terminate without value when the Net Cash Surrender Value is insufficient to pay the next monthly deduction and a grace period of 61 days expires without an adequate premium payment from you. You may reinstate a lapsed policy within five years following lapse if the policy was not surrendered for its Net Cash Surrender Value. Evidence of insurability is required, along with a premium payment described under “Lapse and Reinstatement — Reinstatement.”

The policy differs in two important ways from conventional life insurance policies. First, failure to make planned premium payments will not in itself cause the policy to lapse. Second, a policy can lapse even if planned premiums have been paid.

Charges and Deductions

We assess certain charges and deductions in connection with the policy. These include: (i) charges in the form of monthly deductions for the cost of insurance and administrative expenses, (ii) charges assessed daily against amounts in the Investment Account and (iii) charges deducted from premiums paid. These charges are summarized in the Fee Tables.

In addition, there are charges deducted from each portfolio. For more information, please refer to the prospectus for the underlying portfolio.

Reduction in Charges and Enhancement of Surrender Values: The policy is designed for employers and other sponsoring organizations that may purchase multiple policies as a case. The size or nature of the case may result in expected savings of sales, underwriting, administrative or other costs. If so, we expect to offer reductions of policy charges and enhancements of surrender value. We may change the nature and amount of reductions and enhancements available from time to time. They will be determined in a way that is not unfairly discriminatory to policy owners.

Investment Options and Investment Subadvisers

You may allocate Net Premiums to the Fixed Account or to one or more of the sub-accounts of the Separate Account. Each of the sub-accounts invests in the shares of one of the portfolios described in the Table of Investment Options and Investment Subadvisers.

The Table of Investment Options and Investment Subadvisers describes the portfolios and shows the subadvisers that provide investment subadvisory services.

Allocating Net Premiums only to one or a small number of the investment options (other than the Lifestyle Trusts) should not be considered a balanced investment strategy. In particular, allocating Net Premiums to a small number of investment options that concentrate their investments in a particular business or market sector will increase the risk that the value of your policy will be more volatile since these investment options may react similarly to business or market specific events. Examples of business or market sectors where this risk historically has been and may continue to be particularly high include: (a) technology related businesses, including internet related businesses, (b) small cap securities, and (c) foreign securities. The Company does not provide advice regarding appropriate investment allocations. Please discuss this matter with your financial adviser.

Description of John Hancock (USA)

We are a stock life insurance company incorporated in Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. We are a licensed life insurance company in the District of Columbia and all states of the United States except New York. Our ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of John Hancock USA and its subsidiaries. However, neither John Hancock USA nor any of its affiliated companies guarantees the investment performance of the Separate Account.

We are ranked and rated by independent financial rating services, which may include Moody's, Standard & Poor's, Fitch and A.M. Best. The purpose of these ratings is to reflect the financial strength or claims-paying ability of the company, but they do not specifically relate to its products, the performance (return) of these products, the value of any investment in these products upon withdrawal or to individual securities held in any portfolio. These ratings do not apply to the safety and performance of the Separate Account.

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Description of Separate Account N

The investment accounts shown on page 1 are in fact subaccounts of the John Hancock Life Insurance Company (U.S.A.) Separate Account N, a separate account operated by us under Michigan law. The Separate Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the 1940 Act. Such registration does not involve supervision by the SEC of the management of the Separate Account or of us.

The Separate Account’s assets are our property. Each policy provides that amounts we hold in the Separate Account pursuant to the policies cannot be reached by any other persons who may have claims against us and can’t be used to pay any indebtedness of John Hancock USA other than those arising out of policies that use the Separate Account. Income, gains and losses credited to, or charged against, the Separate Account reflect the Separate Account's own investment experience and not the investment experience of John Hancock USA's other assets. John Hancock USA is obligated to pay all amounts promised to policy owners under the policies.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

ISSUING A POLICY

Use of the Policy

The policy is designed to provide employers or other organizations with life insurance coverage on employees or other individuals in whose lives they have an insurable interest. The policy may be owned by an individual or a corporation, trust, association, or similar entity. The policy may be used for such purposes as funding non-qualified executive deferred compensation or salary continuation liabilities or death benefit liabilities of executive retirement plans, or as a source for funding cash flow obligations under such plans.

Requirements

To purchase a policy, you must submit a completed application. Your policy will not be issued until the underwriting process is completed to our satisfaction.

With our prior approval, the policy may be issued on a basis that does not distinguish between the Life Insured’s sex and/or smoking status. A policy will only be issued on the lives of insureds from Issue Ages 20 through 80.

Each policy has a Policy Date, an Effective Date and an Issue Date (see “Definitions” in Appendix A). The Policy Date is the date from which the first monthly deductions are calculated and from which Policy Years, Policy Months and Policy Anniversaries are determined. The Policy Date is also the effective date of the initial Coverage Amount. The Policy Date is the same date as the Effective Date unless the policy is backdated (see “Backdating a Policy”). The Effective Date is the date we become obligated under the policy and when the first monthly deductions are taken. It is the later of the date we approve issuance of the policy and the date we receive at least the Minimum Initial Premium. The Issue Date is the date from which the Suicide and Incontestability provisions of the policy are determined.

If we approve issuance of a policy before we receive the Minimum Initial Premium then the Effective Date will be later than the Issue Date. The Minimum Initial Premium must be received by us within 60 days after the Issue Date and the Life Insured must be in good health on the Effective Date. If the Minimum Initial Premium is not paid or if the application is rejected, the policy will be canceled and any premiums paid will be returned to the applicant.

Net Premiums received prior to the Effective Date will be credited with interest at the rate of return earned on amounts allocated to the Money Market portfolio. On the Effective Date, Net Premiums received plus any interest credited will be allocated to Investment Accounts and the Fixed Account according to your instructions, unless first allocated to the Money Market portfolio for the duration of the right to examine period (see “Right to Examine the Policy”).

Minimum Face Amount and Scheduled Death Benefit. The minimum Face Amount is $50,000 unless the FTIO Rider is added to the policy. With an FTIO Rider, the minimum Face Amount is $25,000 and the minimum Scheduled Death Benefit is $50,000.

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Backdating a Policy. You may request that we backdate the policy by assigning a Policy Date earlier than the date the application is signed. We will not backdate the policy to a date earlier than that allowed by state law, which is generally three months to one year prior to the date of application for the policy. Monthly deductions will be made for the period the Policy Date is backdated.

Temporary Insurance Agreement

Temporary insurance coverage may be provided under the terms of a Temporary Insurance Agreement, subject to our underwriting practices. Generally, temporary life insurance may not exceed $1,000,000 and may not be in effect for more than 90 days. It is issued on a conditional receipt basis, which means that benefits would only be paid if the Life Insured met our usual and customary underwriting standards for the coverage applied for.

Underwriting

The policies are offered on three underwriting classes that require different types and amounts of information from the applicant and prospective Life Insured. Current cost of insurance charges in early Policy Years will vary by the type of underwriting, and charges will generally be lower where underwriting information is more extensive. Under any of the underwriting bases, the acceptance of an application is subject to our underwriting rules and we may request additional information or reject an application for any reason.

Short Form Underwriting. The proposed Life Insured must answer qualifying questions in the application but is not required to provide detailed medical history, submit records or undergo examinations or tests unless requested to do so by us. Availability of short form underwriting depends on characteristics of the case, such as the number of lives to be insured, the amounts of insurance and other factors, and it is generally available only up to Issue Age 65.

Simplified Underwriting. The proposed Life Insured must satisfactorily answer certain health questions in the application and may be required to submit existing medical records, but requirements to undergo examinations and tests are minimized. Availability of simplified underwriting and the nature of the requirements will depend on characteristics of the case and the proposed lives to be insured.

Regular (Medical) Underwriting. Where short form or simplified underwriting is unavailable we require satisfactory evidence of insurability under our regular underwriting guidelines for individual applicants. This may include medical exams and other information. A proposed Life Insured who fails to qualify for a standard risk classification may be eligible to be insured with an additional substandard rating.

Right to Examine the Policy

You may return your policy for a refund within 10 days after you receive it. Some states provide a longer period of time for this right, which will be stated in the policy if applicable. The policy can be mailed or delivered to the Company agent who sold it to you or to our Service Office. Immediately upon such delivery or mailing, the policy shall be deemed void from the beginning. Within seven days after receipt of the returned policy at our Service Office we will refund an amount equal to the value of amounts in the Investment Accounts and the Fixed Account on the date we receive the returned policy, plus all charges deducted prior to that date, not including the fees and expenses of the portfolios, minus any partial withdrawals and policy loans.

Some state laws require the refund of premiums paid without adjustment for investment gains and losses of the Separate Account. In these states, all Net Premiums will be allocated to the Money Market portfolio during the Right to Examine period and the refund amount will be equal to all premiums received less any partial withdrawals and policy loans.

If you request a Face Amount increase that results in new sales charge, you will have the same rights described above to cancel the increase. If canceled the Policy Value and sales charge will be recalculated to be as they would have been had the premiums not been paid.

We reserve the right to delay the refund of any premium paid by check until the check has cleared.

(Applicable to Residents of California Only)

Residents of California, age 60 and greater, may return the policy for a refund at any time within 30 days after receiving it. The policy can be mailed or delivered to the Company’s agent who sold it, or to our Service Office. If you cancel the policy

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during this 30 day period and your premiums were allocated to a Fixed Account or the Money Market portfolio, we will refund you the amount of all premiums paid. If your premiums were allocated to one or more of the Investment Accounts (other than the Money Market portfolio), we will refund you the value of amounts in the Investment Accounts and the Fixed Account on the date we receive the returned policy plus all charges deducted prior to that date, not including the fees and expenses of the portfolios, minus any partial withdrawals and policy loans. Your premiums will be placed in either (a) the Fixed Account, (b) the Money Market portfolio or (c) in one or more of the Investment Accounts, based upon your instructions. If no instructions are given, your premiums will be placed in the Money Market portfolio.

Life Insurance Qualification

A policy must satisfy either of two tests to qualify as a life insurance contract as defined in Section 7702 of the Internal Revenue Code of 1986, as amended (the “Code”). At the time of application, you must choose either the Cash Value Accumulation Test (“CVA Test”) or the Guideline Premium Test (“GP Test”) and the test cannot be changed once the policy is issued.

Cash Value Accumulation Test. The CVA Test requires the death benefit at any time to be at least a certain ratio of the Policy Value, based on prescribed calculations. The Minimum Death Benefit provision described below will ensure that the CVA Test is met. There is no restriction on the amount of premiums you may pay, but we will require you to provide satisfactory evidence of insurability before we accept an amount of premium that would increase the death benefit by more than the increase in Policy Value.

Guideline Premium Test. The GP Test limits the amount of premiums you may pay into the policy, given its death benefit, based on prescribed calculations. In addition, the GP Test requires the death benefit at any time to be at least a prescribed ratio of the Policy Value. These prescribed multiples are generally lower than those calculated under the CVA Test. The Minimum Death Benefit provision described below will ensure that this second requirement is met.

Changes to the policy or FTIO Rider, such as changes in Face Amount, Scheduled Death Benefit, death benefit option or partial withdrawals, may affect the premium limits under the GP Test. Some changes will reduce future premium limits and may cause premiums already paid to exceed the new limits and force you to make a partial withdrawal.

DEATH BENEFITS

If the policy is in force at the time of the Life Insured’s death we will pay an insurance benefit to the beneficiary. The policy may remain in force for the Life Insured’s entire lifetime and there is no specified maturity or expiration date.

Insurance benefits are only payable when we receive due proof of death at our Service Office, in the form of either a certified copy of the death certificate, a certified copy of a decree of a court of competent jurisdiction as to the finding of death or other proof satisfactory to us.

The amount of the insurance benefit payable will be the death benefit on the date of death, as described below, less any Policy Debt, accrued interest, and outstanding monthly deductions on the date of death. The insurance benefit will be paid in one lump sum unless another form of settlement is agreed to by the beneficiary and us. If the insurance benefit is paid in one sum, we will pay interest from the date of death to the date of payment. If the Life Insured should die after our receipt of a request for surrender, no insurance benefit will be payable, and we will pay only the Net Cash Surrender Value.

Minimum Death Benefit. Both the CVA Test and the GP Test require the death benefit to be at least a prescribed ratio of the Policy Value at all times. The policy’s Minimum Death Benefit ensures that these requirements are met by providing that the death benefit shall be at least equal to the Policy Value multiplied by the applicable Minimum Death Benefit Percentage for the Attained Age of the Life Insured. Tables of Minimum Death Benefit Percentages appear below.

Table of Minimum Death Benefit Percentages.
	GP Test	CVA Test				GP Test	CVA Test
Age	Percent	Male	Female	Unisex	Age	Percent	Male	Female	Unisex
20	250%	644%	768%	665%	42	236%	319%	372%	328%
21	250%	625%	743%	645%	43	229%	309%	361%	318%
22	250%	607%	720%	626%	44	222%	299%	350%	308%
23	250%	589%	697%	608%	45	215%	290%	339%	299%
24	250%	572%	674%	589%	46	209%	281%	329%	290%

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Table of Minimum Death Benefit Percentages.
	GP Test	CVA Test				GP Test	CVA Test
Age	Percent	Male	Female	Unisex	Age	Percent	Male	Female	Unisex
25	250%	554%	652%	571%	47	203%	273%	319%	281%
26	250%	537%	631%	554%	48	197%	265%	309%	272%
27	250%	520%	611%	536%	49	191%	257%	300%	264%
28	250%	504%	591%	519%	50	185%	249%	291%	257%
29	250%	488%	572%	502%	51	178%	242%	282%	249%
30	250%	472%	553%	486%	52	171%	235%	274%	242%
31	250%	457%	535%	470%	53	164%	228%	266%	235%
32	250%	442%	517%	455%	54	157%	222%	258%	229%
33	250%	428%	500%	440%	55	150%	216%	251%	222%
34	250%	414%	484%	426%	56	146%	210%	244%	216%
35	250%	400%	468%	412%	57	142%	205%	237%	210%
36	250%	387%	453%	399%	58	138%	199%	230%	205%
37	250%	375%	438%	386%	59	134%	194%	224%	199%
38	250%	362%	424%	373%	60	130%	189%	218%	194%
39	250%	351%	410%	361%	61	128%	184%	211%	189%
40	250%	340%	397%	350%	62	126%	180%	206%	185%
41	243%	329%	384%	339%	63	124%	175%	200%	180%
64	122%	171%	194%	176%	83	105%	122%	127%	124%
65	120%	167%	189%	172%	84	105%	121%	125%	122%
66	119%	164%	184%	168%	85	105%	120%	123%	121%
67	118%	160%	180%	164%	86	105%	118%	121%	119%
68	117%	157%	175%	160%	87	105%	117%	120%	118%
69	116%	153%	171%	157%	88	105%	116%	118%	117%
70	115%	150%	166%	154%	89	105%	115%	117%	116%
71	113%	147%	162%	151%	90	105%	114%	115%	115%
72	111%	145%	158%	147%	91	104%	113%	114%	114%
73	109%	142%	154%	145%	92	103%	112%	113%	112%
74	107%	139%	151%	142%	93	102%	111%	112%	111%
75	105%	137%	147%	139%	94	101%	110%	110%	110%
76	105%	135%	144%	137%	95	100%	109%	109%	109%
77	105%	133%	141%	135%	96	100%	107%	107%	107%
78	105%	131%	139%	133%	97	100%	106%	106%	106%
79	105%	129%	136%	131%	98	100%	104%	104%	104%
80	105%	127%	133%	129%	99	100%	103%	103%	103%
81	105%	125%	131%	127%	100+	100%	100%	100%	100%
82	105%	124%	129%	125%

Flexible Term Insurance Option Rider

You may add an FTIO Rider to the policy to provide additional death benefit coverage on the Life Insured. The FTIO Rider provides flexible term life insurance to Attained Age 100 with cost of insurance charges less than or equal to those of the policy. The election of (or failure to elect) the FTIO Rider will impact the total cost of insurance charges. The FTIO Rider will terminate at the earlier of Attained Age 100, the date the policy lapses or is surrendered, and your request to cancel the FTIO Rider.

You may schedule the death benefit amounts that will apply at specified times (the “Scheduled Death Benefits”). Scheduled Death Benefits may be constant or varying from time to time. The Scheduled Death Benefits will be shown in the policy .

The term insurance benefit of the FTIO Rider is equal to (a) minus (b) but not less than zero where:

(a) is the Scheduled Death Benefit for the Policy Month, and

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(b) is the Face Amount of the policy or, if greater, the policy’s Minimum Death Benefit.

Even if the term insurance benefit may be zero in a Policy Month, the FTIO Rider will not terminate.

Example. A policy is purchased for an executive as part of an employee benefit plan. The death benefit provided by the policy is to be equal to the executive’s salary of $100,000 increasing at 5% per year through age 64. Assuming the executive is currently 55, the policy will be issued with a Scheduled Death Benefit as follows:

Policy Year	Scheduled Death Benefit
1	100,000
2	105,000
3	110,250
4	115,763
5	121,551
6	127,628
7	134,010
8	140,710
9	147,746
10+	155,133

The FTIO Rider amount will change each year as necessary to provide the benefits shown in the schedule, as follows:

Policy Year	Total Death Benefit	Face Amount	Flexible Term Insurance Amount
1	100,000	100,000	0
2	105,000	100,000	5,000
3	110,250	100,000	10,250
4	115,763	100,000	15,763
5	121,551	100,000	21,551
6	127,628	100,000	27,628
7	134,010	100,000	34,010
8	140,710	100,000	40,710
9	147,746	100,000	47,746
10	155,133	100,000	55,133

Death Benefit Options

You may choose either of two death benefit options:

Death Benefit Option 1. The death benefit on any date is the Face Amount of the policy or, if greater, the Minimum Death Benefit, plus the term insurance benefit of the FTIO Rider.

Death Benefit Option 2. The death benefit on any date is the Face Amount plus the Policy Value or, if greater, the Minimum Death Benefit, plus the term insurance benefit of the FTIO Rider.

Changing the Death Benefit Option

You may change the death benefit option at any time. The change will take effect at the beginning of the next Policy Month at least 30 days after your written request is received at our Service Office. We reserve the right to limit changes that could cause the policy to fail to qualify as life insurance for tax purposes.

A change in the death benefit option will result in a change in the Face Amount and Scheduled Death Benefits to avoid any change in the amount of death benefit, as follows:

Change from Option 1 to Option 2. The new Face Amount will be equal to the Face Amount prior to the change less the Policy Value on the date of the change.

The Scheduled Death Benefit amounts for dates on or after the date of the change will be the amounts scheduled prior to the change less the Policy Value on the date of the change.

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Coverage Amounts will be reduced or eliminated in the order that they are listed in the policy until the total decrease in coverage amounts equals the decrease in Face Amount.

Example. A policy is issued with a Face Amount of $100,000, death benefit Option 1, and the following schedule:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

The death benefit option is changed to Option 2 at the beginning of Policy Year 3. If the Policy Value at the time of the change is $10,000, then the Face Amount after the change will be $90,000 (the Face Amount prior to the change less the Policy Value), and the Scheduled Death Benefit after the change will become:

Policy Year	Scheduled Death Benefit
3	140,000
4	165,000
5+	190,000

Change from Option 2 to Option 1. The new Face Amount will be the Face Amount prior to the change plus the Policy Value on the date of the change (but the new Face Amount will be no greater than the Scheduled Death Benefit on the date of the change).

The resulting Face Amount increase amount will be added to the first Coverage Amount listed in the policy.

The Annual Premium Target for this Coverage Amount will not be increased and new sales charges will not apply, however, for an increase solely due to a change in the death benefit option.

Example. A policy is issued with a Face amount of $100,000, death benefit Option 2, and the following schedule:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

The death benefit option is changed to Option 1 at the beginning of Policy Year 3. If the Policy Value at the time of the change is $10,000, then the Face Amount after the change will be $110,000 (the Face Amount prior to the change plus the Policy Value), and the Scheduled Death Benefit after the change will become:

Policy Year	Scheduled Death Benefit
3	160,000
4	185,000
5+	210,000

Changing the Face Amount and Scheduled Death Benefits

At any time, you may request an increase or decrease to the Face Amount or any Scheduled Death Benefits effective on or after the date of change. We reserve the right to limit changes that could cause the policy to fail to qualify as life insurance for tax purposes.

Increases in Face Amount and Scheduled Death Benefits. Increases in Face Amount and Scheduled Death Benefits are subject to the following conditions:

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•	Increases in Face Amount and Scheduled Death Benefits will require satisfactory evidence of the Life Insured’s insurability.
•	Increases will take effect at the beginning of the next Policy Month after we approve the request.
•	We may refuse a requested increase that would not meet our requirements for new policy issues at the time due to the Life Insured’s Attained Age or other factors.
•	If the Face Amount is increased (other than as required by a death benefit option change) then all Scheduled Death Benefits effective on or after the date of the change will be increased by the amount of the Face Amount increase.

New Sales Loads for a Face Amount Increase. Coverage Amounts equal to the amount of the increase will be added to the policy as follows:

•	First, Coverage Amounts that were reduced or eliminated by a prior Face Amount decrease will be restored.
•	Second, if needed, a new Coverage Amount will be added to the policy with an Annual Premium Target and new sales charges. Any new Coverage Amount will be based on the Life Insured’s Attained Age and other relevant factors on the effective date of the increase.

Premiums paid on or after the increase may be attributed to the new Coverage Amount and result in sales charges (see “Charges and Deductions — Attribution of Premiums”).

Decreases in Face Amount and Scheduled Death Benefits. Decreases in Face Amount and Scheduled Death Benefits are subject to the following conditions:

•	Decreases in Face Amount and Scheduled Death Benefits will take effect at the beginning of the next Policy Month which is 30 days after your written request is received at our Service Office.
•	If the Face Amount is decreased then all Scheduled Death Benefits effective on or after the date of the change will be decreased by the same amount.
•	If at any time the Scheduled Death Benefit decreases to less than the Face Amount, the Face Amount will be decreased to be equal to the Scheduled Death Benefit at that time.
•	Coverage Amounts equal to the amount of the Face Amount decrease will be reduced or eliminated in the reverse order that they are listed in the policy.

Decreases in Face Amount Under Death Benefit Option 1 Due to a Partial Withdrawal. If death benefit Option 1 is in effect when a partial withdrawal is made, the Face Amount will be decreased by an amount equal to (a) minus (b) but not less than zero, where:

(a) is the partial withdrawal amount and

(b) is the excess, if any, of the policy’s Minimum Death Benefit over its Face Amount, immediately prior to the partial withdrawal.

Decreases in Face Amount under death benefit Option 1 due to a partial withdrawal are subject to the following conditions:

•	Coverage Amounts equal to the amount of the Face Amount decrease will be reduced or eliminated in the reverse order that they are listed in the policy.
•	All Scheduled Death Benefits effective on or after the date of the partial withdrawal will be decreased by the amount of the Face Amount decrease, unless you request otherwise and we approve.

Example for Face Increases and Decreases. A policy is issued with a Face Amount of $100,000, death benefit Option 1, and a Scheduled Death Benefit as follows:

Policy Year	Scheduled Death Benefit
1	100,000
2	125,000
3	150,000
4	175,000
5+	200,000

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Assume the following policy activity:

Activity	Effect on Policy	Change in Benefit Schedule
In Policy Year 2, the Face Amount is reduced to $80,000.	The initial Coverage Amount is reduced to $80,000.	Policy Year	Scheduled Death Benefit
		2	105,000
		3	130,000
		4	155,000
		5+	180,000
In Policy Year 3, the Face Amount is increased to $120,000	The initial Coverage Amount (which earlier was reduced to $80,000) is restored to its original level of $100,000. A new Coverage Amount for $20,000 is added to the policy. This new Coverage Amount will have its own Annual Premium Target, and its own sales charges. A portion of the future premiums paid will be attributed to this Coverage Amount to determine the amount of the sales charges.	Policy Year	Scheduled Death Benefit
		3	170,000
		4	195,000
		5+	220,000
In Policy Year 4, a partial withdrawal of $30,000 is made.	The Face Amount is reduced to $90,000. The most recent Coverage Amount of $20,000 is reduced to $0, and the initial Coverage Amount is reduced to $90,000.	Policy Year	Scheduled Death Benefit
		4	165,000
		5	190,000

Factors that Affect the Death Benefit. In the case of death benefit Option 2 where the death benefit is the Face Amount plus the Policy Value, changes in the Policy Value will affect the amount of death benefit. Factors that affect the Policy Value are the investment performance of the variable investment options chosen and the charges deducted. For a discussion of how these factors affect Policy Value see the “Summary of Benefits and Risks”. These factors do not affect the Face Amount of the policy. Therefore, the amount of death benefit under Option 1 will not be less than the Face Amount as long as the policy does not lapse.

PREMIUM PAYMENTS

Initial Premiums

No premiums will be accepted prior to receipt of a completed application by us. All premiums received prior to the Effective Date of the policy will be held in our general account and credited with interest from the date of receipt at the rate of return earned on amounts allocated to the Money Market portfolio.

On the Effective Date, the Net Premiums paid plus interest credited will be allocated among the Investment Accounts or the Fixed Account in accordance with your instructions, unless first allocated to the Money Market portfolio for the duration of the Right to Examine period (see “Right to Examine the Policy”).

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Subsequent Premiums

After the payment of the initial premium, premiums may be paid at any time during the lifetime of the Life Insured prior to Attained Age 100 and in any amount subject to the premium limitations described below.

A policy will be issued with a planned premium, which is based on the amount of premium you wish to pay. We will send you notices of your planned premium at the payment interval you select. However, you are under no obligation to make the planned premium payment.

Payment of premiums will not guarantee that the policy will stay in force and failure to pay premiums will not necessarily cause the policy to lapse. The policy will remain in force so long as the Net Cash Surrender Value is sufficient to cover policy charges.

Premium Limitations

If the policy is issued under the GP Test, the total of all premiums paid may not exceed the then-current maximum premium limitations established by federal income tax law for the policy to qualify as life insurance. The GP Test premium limits are stated in the policy. If a premium is received which would result in total premiums exceeding the applicable GP Test limit, we will only accept that portion of the premium that will not exceed the limit. Any premium in excess of that amount will be returned to you.

If the policy is issued under the CVA Test, there is no restriction on the amount of premiums that may be paid into a policy, but you must provide satisfactory evidence of insurability before we accept any premium that would increase the death benefit by an amount greater than the increase in Policy Value.

Premium Allocation

You may allocate premiums to the Fixed Account and Investment Accounts. Allocations may be made as percentages that are between zero and 100% that sum to exactly 100%. Alternatively, you may allocate a premium in dollar amounts that sum to exactly the Net Premium amount. You may change premium allocations at any time and the change will take effect on the date a request for change satisfactory to us is received at our Service Office.

CHARGES AND DEDUCTIONS

Premium Charge

We will deduct a premium charge as a percentage of each premium payment that is guaranteed never to exceed 2.5%. Currently, we waive this charge in Policy Years 4 and later and charge 0%.

The charge is intended to cover a portion of the aggregate amount of various taxes and fees we pay to federal, state and local governments. It is not based on the actual premium tax rate of your state of residence or any other specific tax.

Sales Charge

The sales charge is intended to cover a portion of our costs of marketing and distributing the policies.

Attribution of Premiums. An Annual Premium Target is associated with each Coverage Amount. Annual Premium Targets are based on the Coverage Amount and the Life Insured’s Attained Age, sex and smoking status on the effective date of the Coverage Amount. The Annual Premium Targets are listed with the Coverage Amounts in the policy.

Premium payments will be attributed to Coverage Amounts that have been in effect for less than 5 years. Attribution will begin with the first applicable Coverage Amount that is listed in the policy. The sum of all premium amounts attributed to a Coverage Amount in a Coverage Year is limited to the Annual Premium Target shown in the policy. Premium amounts that exceed the Annual Premium Target will be attributed to the next listed Coverage Amount, up to its own Annual Premium Target. Attribution will continue in this manner until either the entire premium is attributed to Coverage Amounts or the Annual Premium Target is exceeded for all applicable Coverage Amounts.

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Sales Charge. We deduct a sales charge from all premium amounts attributed to a Coverage Amount designated as having a sales charge. The sales charge is a percentage of premiums guaranteed never to exceed the percentages below. Currently we are charging these percentages.

Coverage Year	Percentage
1	13.00%
2	6.25%
3	3.50%
4	2.50%
5	0.50%
6	0.50%
7+	0.00%

Monthly Deductions

On the Policy Date and at the beginning of each Policy Month prior to Attained Age 100, a deduction is due from the Net Policy Value to cover certain charges described below. Monthly deductions due prior to the policy’s Effective Date will be taken on the Effective Date. Unless otherwise allowed by us and specified by you, the monthly deduction will be allocated among the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each of the Investment Accounts and the Fixed Account bears to the Net Policy Value.

Administration Charge. Currently we deduct a charge of $12 per Policy Month, which is guaranteed never to be exceeded. This charge is intended to cover certain administrative expenses associated with the policy, including maintaining policy records, collecting premiums and processing death claims, surrender and withdrawal requests and various changes permitted under a policy.

Cost of Insurance Charge. A monthly charge for the cost of insurance is paid to us and is determined by multiplying a cost of insurance rate by the net amount at risk at the beginning of each Policy Month.

Death Benefit Option 1. The net amount at risk is equal to the greater of zero, or (a) minus (b), where

(a) is the applicable death benefit amount on the first day of the month, divided by 1.0024663; and

(b) is the Policy Value attributed to that death benefit amount on the first day of the month.

Death Benefit Option 2. The net amount at risk is equal to the Face Amount of insurance.

Cost of insurance rates and net amounts at risk are determined separately for each Coverage Amount and for the excess of the death benefit over the Face Amount (the Face Amount is the sum of the Coverage Amounts).

Attribution of Policy Value for Net Amounts at Risk. To determine the net amounts at risk, the Policy Value will be attributed to Coverage Amounts in the order listed in the policy. The amount of Policy Value attributed to a Coverage Amount will be limited to the amount that results in zero net amount at risk, and any excess Policy Value will then be attributed to the next listed Coverage Amount. Attribution will continue in this manner until either the entire Policy Value is attributed or the end of the list of Coverage Amounts is reached. Any remaining Policy Value will then be attributed to the excess of the death benefit over the Face Amount.

Current Cost of Insurance Rates. Cost of insurance rates are determined separately for each Coverage Amount and the excess of the death benefit over the Face Amount. There are different current cost of insurance rate bases for:

•	Coverage Amounts having sales charges, and
•	The excess of the death benefit over the Face Amount, including any term insurance benefit under the FTIO Rider.

The cost of insurance rate in a specific Policy Month for an applicable death benefit amount will depend on:

•	the cost of insurance rate basis for the applicable death benefit amount,
•	the Life Insured’s Attained Age, sex (unless unisex rates are required by law) and smoking status on the effective date of the applicable death benefit amount,
•	the underwriting class of the applicable death benefit amount,
•	the Coverage Year, or Policy Year for the excess of the death benefit over the Face Amount,

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•  any extra charges for substandard ratings, as stated in the policy.

Since the net amount of risk for death benefit Option 1 is based on a formula that includes as factors the Policy Value, the net amount at risk is affected by the investment performance of the underlying investment options chosen, payment of premiums and charges assessed.

Cost of insurance rates will generally increase with the Life Insured’s age and the Coverage Year.

Cost of insurance rates reflect our expectation as to future mortality experience. They are also intended to cover our general costs of providing the policy, to the extent that these costs are not covered by other charges. Current cost of insurance rates may be changed by us on a basis that does not unfairly discriminate within the class of lives insured.

Guaranteed Maximum Cost of Insurance Rates. In no event will the cost of insurance rates we charge exceed the guaranteed maximum rates set forth in the policy, except to the extent that an extra charge is imposed for a substandard rating. The guaranteed rates are based on the 1980 Commissioners Standard Ordinary Sex Distinct (unless unisex rates are required by law) ANB Aggregate Ultimate Mortality Tables. Current cost of insurance rates may be less than the guaranteed rates.

Asset Based Risk Charge Deducted from Investment Accounts

We assess a daily charge against amounts in the Investment Accounts. This charge is intended to compensate us for insurance risks we assume under the policy, such as benefit payments and expenses that are higher than we expected. We will realize a gain from this charge to the extent it is not needed to provide benefits and pay expenses under the policy. The charge is a percentage of amounts in the Investment Accounts, which will reduce unit values of the sub-accounts. The charge is guaranteed never to exceed an annual rate of 0.50%. Currently, we charge the following rates:

Policy Year	Annual Rate
1-10	0.45%
11+	0.25%

Reduction in Charges and Enhanced Surrender Values

The policy is designed for employers and other sponsoring organizations that may purchase multiple policies as a case. The size or nature of the case may result in expected savings of sales, underwriting, administrative or other costs. If so, we expect to offer reductions of policy charges and enhancements of surrender value. Eligibility for reductions and enhancements and the amounts available will be determined by a number of factors, including the number of lives to be insured, the total premiums expected to be paid, total assets under management for the policy owner, the nature of the relationship among the lives insured, the purpose for which the policies are being purchased, expected persistency of the individual policies, and any other circumstances which we believe to be relevant to the expected reduction of our expenses. Some of reductions and enhancements may be guaranteed and others may be subject to restrictions or to withdrawal or modification, on a uniform case basis. We may change the nature and amount of reductions and enhancements available from time to time. Reductions and enhancements will be determined in a way that is not unfairly discriminatory to policy owners.

COMPANY TAX CONSIDERATIONS

Currently, we make no specific charge for any federal, state, or local taxes that we incur that may be attributable to the Separate Account or to the policy. We reserve the right in the future, however, to make a charge for any such tax or other economic burden resulting from the application of tax laws that we determine to be properly attributable to the Separate Account or to the policy.

POLICY VALUE

Determination of the Policy Value

A policy has a Policy Value, a portion of which is available to you by making a policy loan or partial withdrawal, or upon surrender of the policy. The Policy Value may also affect the amount of the death benefit. The Policy Value at any time is equal to the sum of the values in the Investment Accounts, the Fixed Account, and the Loan Account.

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The Policy Value is affected by the investment performance of the Investment Account chosen and the rate of interest credited if amounts are allocated to the Fixed Account. The Policy Value is also affected by the charges deducted. For a discussion of how these factors affect Policy Value see the “Summary of Benefits and Risks”.

Investment Accounts. An Investment Account is established under each policy for each sub-account of the Separate Account to which Net Premiums or transfer amounts have been allocated. Each Investment Account under a policy measures the interest of the policy in the corresponding sub-account. The value of the Investment Account established for a particular sub-account is equal to the number of units of that sub-account credited to the policy multiplied by the value of such units.

Fixed Account. Amounts in the Fixed Account do not vary with the investment performance of any sub-account. Instead, these amounts are credited with interest at a rate determined by us. See “The General Account — Fixed Account”.

Loan Account. Amounts borrowed from the policy are transferred to the Loan Account. Amounts in the Loan Account do not vary with the investment performance of any sub-account. Instead, these amounts are credited with interest at a rate determined by us that is lower than the loan interest rate charged on Policy Debt. See “Policy Loans — Loan Account”.

Units and Unit Values

Crediting and Canceling Units. Units of a particular sub-account are credited to a policy when Net Premiums are allocated to that sub-account or amounts are transferred to that sub-account. Units of a sub-account are cancelled whenever amounts are deducted, transferred or withdrawn from the sub-account. The number of units credited or cancelled for a specific transaction is based on the dollar amount of the transaction divided by the value of the unit on the Business Day on which the transaction occurs. The number of units credited with respect to a premium payment will be based on the applicable unit values for the Business Day on which the premium is received at our Service Office, except for any premiums received before the Effective Date. For premiums received before the Effective Date, the values will be determined on the Effective Date.

Units are valued at the end of each Business Day. When an order involving the crediting or canceling of units is received after the end of a Business Day, or on a day that is not a Business Day, the order will be processed on the basis of unit values determined on the next Business Day. Similarly, any determination of Policy Value, Investment Account value or death benefit to be made on a day that is not a Business Day will be made on the next Business Day.

Unit Values. For each Business Day the unit value for each sub-account is determined by multiplying the net investment factor for the that sub-account by the unit value for the immediately preceding Business Day.

The net investment factor for a sub-account on any Business Day is equal to (a) divided by (b) minus (c), where:

(a)  is the net asset value of the underlying portfolio shares held by that sub-account as of the end of such Business Day before any policy transactions are made on that day;

(b)  is the net asset value of the underlying portfolio shares held by that sub-account as of the end of the immediately preceding Business Day after all policy transactions were made for that day; and

(c)  is a charge not exceeding the daily mortality and expense risk charge shown in the “Charges and Deductions — Asset Based Risk Charge Deducted from Investment Accounts” section.

The value of a unit may increase, decrease, or remain the same, depending on the investment performance of a sub-account from one Business Day to the next.

Transfers of Policy Value

Market timing and disruptive trading risks

The policy is not designed for professional market timers or highly active traders, including persons or entities that engage in programmed, large or frequent transfers among the investment accounts or between the investment accounts and any available fixed account. The policy is also not designed to accommodate trading that results in transfers that are large in relation to the total assets of the underlying portfolio.

Variable investment options in variable life insurance products can be a prime target for abusive transfer activity because these products value their investment options on a daily basis and allow transfers among investment options without immediate tax consequences. As a result, some investors may seek to frequently transfer into and out of variable investment

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options or to make large transfers in reaction to market news or to exploit a perceived pricing inefficiency. Whatever the reason, long-term investors in a variable investment option can be harmed by large or frequent transfer activity. For example, such activity may expose the investment account's underlying portfolio to increased portfolio transaction costs and/or disrupt the portfolio manager‘s ability to effectively manage the portfolio's investments in accordance with the portfolio’s investment objectives and policies. This could include causing the portfolio to maintain higher levels of cash than would otherwise be the case, or liquidating investments prematurely. Accordingly, frequent or large transfers may result in dilution with respect to interests held for long-term investment and adversely affect policy owners, beneficiaries and the underlying portfolios.

To discourage market timing and disruptive trading activity, we impose restrictions on transfers and reserve the right to change, suspend or terminate telephone and facsimile transaction privileges. In addition, we reserve the right to take other actions at any time to restrict trading, including, but not limited to: (i) restricting the number of transfers made during a defined period, (ii) restricting the dollar amount of transfers, (iii) restricting transfers into and out of certain investment options, (iv) restricting the method used to submit transfers, and (v) deferring a transfer at any time we are unable to purchase or redeem shares of the underlying portfolio.

We may also impose additional administrative conditions upon, or prohibit a transfer request made by a third party giving instructions on behalf of multiple policies, whether owned by the same owner or different owners. If you engage a third party for asset allocation services, then you may be subject to these transfer restrictions because of the actions of that party in providing those services. We will notify the third party you have engaged if we exercise this right.

While we seek to identify and prevent disruptive trading activity, it may not always be possible to do so. Therefore, no assurance can be given that the restrictions we impose will be successful in preventing all disruptive trading and avoiding harm to long-term investors.

Our current practice is to restrict transfers into or out of variable investment options to two per calendar month (except with respect to those policies described in the following paragraph). In applying this restriction any transfer request involving the transfer of account value into or out of multiple variable investment options will still count as only one request. No more than one transfer request may be made on any day. You may, however, transfer to the Money Market portfolio even if the two transfer per month limit has been reached, but only if 100% of the Policy Value in all variable investment options is transferred to the Money Market portfolio. If such a transfer to the Money Market investment portfolio is made, then, for the 30 calendar day period after such transfer, no transfers from the Money Market portfolio to any other variable investment options or to the Fixed Account may be made. If a policy offers a dollar cost averaging or automatic asset allocation rebalancing program, any transfers pursuant to such program are not considered transfers subject to these restrictions on frequent trading. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

Policies may be purchased by a corporation or other entity as a means to informally finance the liabilities created by an employee benefit plan, and to this end the entity may aggregately manage the policies purchased to match its liabilities under the plan. Policies sold under these circumstances are subject to special transfer restrictions. In lieu of the two transfers per month restriction, we will allow the policy owner under these circumstances to rebalance the investment options in its policies within the following limits: (i) during the 10 calendar day period after any account values are transferred from one portfolio into a second portfolio, the values can only be transferred out of the second investment option if they are transferred into the Money Market portfolio; and (ii) any account values that would otherwise not be transferable by application of the 10 day limit described above and that are transferred into the Money Market portfolio may not be transferred out of the Money Market portfolio into any other investment options (variable or fixed) for 30 calendar days. The restrictions described in this paragraph will be applied uniformly to all policy owners subject to the restrictions.

Subject to our approval, we may offer policies purchased by a corporation or other entity that has purchased policies to match its liabilities under an employee benefit plan, as described above, the ability to electronically rebalance the investment options in its policies. Under these circumstances, in lieu of imposing any specific limit upon the number or timing of transfers, we will monitor aggregate trades among the sub-accounts for frequency, pattern and size for potentially harmful investment practices. If we detect trading activity that we believe may be harmful to the overall operation of any investment account or underlying portfolio, we may impose conditions on policies employing electronic rebalancing to submit trades, including setting limits upon the number and timing of transfers, and revoking privileges to make trades by any means other than written communication submitted via U.S. mail. The restrictions described in these paragraphs will be applied uniformly to all policy owners subject to the restrictions.

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We reserve the right to modify or terminate the transfer privilege at any time in accordance with applicable law. Transfer privileges are also subject to any restrictions that may be imposed by the portfolios. In addition, we reserve the right to defer the transfer privilege at any time that we are unable to purchase or redeem shares of a portfolio.

Rule 22c-2 under the 1940 Act requires us to provide tax identification numbers and other policy owner transaction information to John Hancock Trust or to other investment companies in which the Separate Account invests, at their request. An investment company will use this information to identify any pattern or frequency of investment account transfers that may violate their frequent trading policy. An investment company may require us to impose trading restrictions in addition to those described above if violations of their frequent trading policy are discovered.

Transfers Involving Fixed Account.

While the policy is in force, you may transfer the Policy Value from any of the Investment Accounts to the Fixed Account without incurring transfer charges:

•	within eighteen months after the Issue Date; or
•	within 60 days of the effective date of a material change in the investment objectives of any of the sub-accounts; or
•	within 60 days of the date of notification of such change, whichever is later.

Such transfers will not count against the twelve transfers that may be made free of charge in any Policy Year.

The maximum amount that you may transfer from the Fixed Account in any one Policy Year is the greater of $2,000, 15% of the Fixed Account value at the previous Policy Anniversary, or the amount transferred out of the Fixed Account during the previous policy year. Any transfer which involves a transfer out of the Fixed Account may not involve a transfer to the Investment Account for the Money Market portfolio.

Telephone Transfers. Transfer requests must be in writing in a form satisfactory to us, or by telephone if a currently valid telephone transfer authorization form is on file. Although failure to follow reasonable procedures may result in our being liable for any losses resulting from unauthorized or fraudulent telephone transfers, we will not be liable for following instructions communicated by telephone that we reasonably believe to be genuine. We will employ reasonable procedures to confirm that instructions communicated by telephone are genuine. Such procedures shall consist of confirming that a valid telephone authorization form is on file, tape recording of all telephone transactions and providing written confirmation thereof.

POLICY LOANS

At any time while this policy is in force, you may borrow against the Policy Value. This policy is the only security for the loan. Policy loans may have tax consequences, see “Tax Treatment of Policy Benefits — Policy Loans”.

A policy loan will affect future Policy Values, since the portion of the Policy Value in the Loan Account will receive the loan interest credited rate rather than varying with the performance of the underlying portfolios or increasing at the Fixed Account interest credited rate. A policy loan may cause a policy to be more susceptible to lapse since it reduces the Net Cash Surrender Value from which monthly deductions are taken. A policy loan causes the amount payable upon death of the Life Insured to be reduced by the amount of outstanding Policy Debt.

Maximum Loan. The amount of any loan cannot exceed the amount that would cause the Policy Debt to equal the policy’s Cash Surrender Value less the monthly deductions due from the date of the loan to the next Policy Anniversary.

Interest Charged on Policy Loans

Interest on the Policy Debt will accrue daily and be payable annually on the Policy Anniversary. The rate of interest charged will be an effective annual rate of 4%.

Loan Account

When a loan is made, an amount equal to the loan will be deducted from the Investment Accounts or the Fixed Account and transferred to the Loan Account. You may designate how this amount is allocated among the accounts. If you give no instructions, the amount transferred will be allocated among the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each Investment Account and the Fixed Account bears to the Net Policy Value. A transfer

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from an Investment Account will result in the cancellation of units of the underlying sub-account equal in value to the amount transferred from the Investment Account. However, since the Loan Account is part of the Policy Value, transfers made in connection with a loan will not change the Policy Value.

Interest Credited to the Loan Account. Policy Value in the Loan Account will earn interest at an effective annual rate guaranteed to be at least 3.25%. We may declare a current interest rate that is greater than this, subject to change at any time. The excess of the loan interest charged rate (4%) over the loan interest credited rates will result in a net charge against the Policy Value with respect to any Policy Debt.

Currently we credit loan interest rates which vary by Policy Year as follows:

Policy Years	Current Loan Interest Credited Rates	Excess Loan Interest Charged Rate
1-10	3.25%	0.75%
11+	3.75%	0.25%

Loan Account Adjustments. On the first day of each Policy Month the difference between the Loan Account and the Policy Debt is transferred to the Loan Account from the Investment Accounts or the Fixed Account. The amount transferred will be allocated to the Investment Accounts and the Fixed Account in the same proportion as the Policy Value in each Investment Account or the Fixed Account bears to the Net Policy Value.

Loan Repayments. Policy Debt may be repaid, in whole or in part, at any time prior to the death of the Life Insured while the policy is in force. A loan repayment amount will be credited to the Loan Account and transferred to the Fixed Account or the Investment Accounts in the same proportion as the Policy Value in each account bears to the Net Policy Value.

Amounts paid to us not specifically designated in writing as loan repayments will be treated as premiums.

POLICY SURRENDER AND PARTIAL WITHDRAWALS

Policy Surrender

A policy may be surrendered for its Net Cash Surrender Value at any time while the Life Insured is living. The Net Cash Surrender Value is equal to the Policy Value less any outstanding monthly deductions due minus the Policy Debt. The Net Cash Surrender Value will be determined at the end of the Business Day on which we receive the policy and a written request for surrender at our our Service Office. After a policy is surrendered, the insurance coverage and all other benefits under the policy will terminate.

Partial Withdrawals

You may make a partial withdrawal of the Net Cash Surrender Value at any time. You may designate how the withdrawal amount is allocated among the Investment Account and the Fixed Account. If you give no instructions, the withdrawal amount will be allocated among the accounts in the same proportion as the Policy Value in each account bears to the Net Policy Value.

The death benefit may be reduced as a result of a Partial Withdrawal. (See “Death Benefits — Decreases in Face Amount under Death Benefit Option 1 due to a Partial Withdrawal”).

LAPSE AND REINSTATEMENT

Lapse

A policy will go into default at the beginning of a Policy Month if the Net Cash Surrender Value would be zero and below after deducting the monthly deduction then due. A lapse could have adverse tax consequences as described under “Tax Considerations — Other Policy Distributions”. We will notify you of the default and will allow you a 61 day grace period in which you may make a premium payment sufficient to bring the policy out of default. The required payment will be equal to the amount necessary to bring the Net Cash Surrender Value to zero, if it was less than zero on the date of default, plus the monthly deductions due at the date of default and payable at the beginning of each of the two Policy Months thereafter, plus any applicable premium charge. If the required payment is not received by the end of the grace period, the policy will terminate with no value.

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Death During Grace Period. If the Life Insured should die during the grace period, the Policy Value used in the calculation of the death benefit will be the Policy Value on the date of default and the insurance benefit will be reduced by any outstanding monthly deductions due at the time of death.

Reinstatement

You may reinstate a policy that has terminated after going into default at any time within the five-year period following the date of termination subject to the following conditions:

•	The policy must not have been surrendered for its Net Cash Surrender Value;
•	Evidence of the Life Insured’s insurability satisfactory to us must be provided; and
•	A premium equal to the payment required during the grace period following default to keep the policy in force is paid.

Generally, the suicide exclusion and incontestability provision will apply from the effective date of the reinstatement. Your policy will indicate if this is not the case.

THE GENERAL ACCOUNT

The general account of John Hancock USA consists of all assets owned by us other than those in Separate Account N and other separate accounts of the Company. Subject to applicable law, we have sole discretion over investment of the assets of the general account.

By virtue of exclusionary provisions, interests in the general account of John Hancock USA have not been registered under the Securities Act of 1933 (“1933 Act”) and the general account has not been registered as an investment company under the 1940 Act. Accordingly, neither the general account nor any interests therein are subject to the provisions of these acts, and as a result the staff of the SEC has not reviewed the disclosures in this prospectus relating to the general account. Disclosures regarding the general account may, however, be subject to certain generally applicable provisions of the federal securities laws relating to the accuracy and completeness of statements made in a prospectus.

Fixed Account

You may elect to allocate Net Premiums to the Fixed Account or transfer all or a portion of the Policy Value to the Fixed Account from the Investment Accounts. We will hold the reserves required for any portion of the Policy Value allocated to the Fixed Account in our general account. Transfers from the Fixed Account to the Investment Accounts are subject to restrictions.

Policy Value in the Fixed Account. The Policy Value in the Fixed Account is equal to:

•	the portion of the Net Premiums allocated to it; plus
•	any amounts transferred to it; plus
•	interest credited to it; less
•	any charges deducted from it; less
•	any partial withdrawals from it; less
•	any amounts transferred from it.

Interest on the Fixed Account. An allocation of Policy Value to the Fixed Account does not entitle you to share in the investment experience of the general account. Instead, we guarantee that the Policy Value in the Fixed Account will accrue interest daily at an effective annual rate of at least 3%, without regard to the actual investment experience of the general account. We may declare a current interest rate in excess of the guaranteed rate, subject to change at any time.

OTHER PROVISIONS OF THE POLICY

Policy Owner Rights

Who owns the policy? That’s up to the person who applies for the policy. The owner of the policy is the person who can exercise most of the rights under the policy, such as the right to choose the accounts in which to invest or the right to

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surrender the policy. In many cases, the person buying the policy is also the person who will be the owner. However, the application for a policy can name another person or entity (such as a trust) as owner. Whenever we‘ve used the term “you” in this prospectus, we’ve assumed that the reader is the person who has whatever right or privilege is being discussed. There may be tax consequences if the owner and the insured person are different, so you should discuss this issue with your tax adviser.

While the insured person is alive, you will have a number of options under the policy. Here are some major ones:

•	Determine when and how much you invest in the various accounts
•	Borrow or withdraw amounts you have in the accounts
•	Change the beneficiary who will receive the death benefit
•	Change the amount of insurance
•	Turn in (i.e., “surrender”) the policy for the full amount of its Net Cash surrender value
•	Choose the form in which we will pay out the death benefit or other proceeds

It is possible to name so-called “joint owners” of the policy. If more than one person owns a policy, all owners must join in most requests to exercise rights under the policy.

Policy Cancellation

Unless otherwise restricted by a separate agreement, you may:

•	Vary the premiums paid under the policy.
•	Change the death benefit option.
•	Change the premium allocation for future premiums.
•	Take loans and/or partial withdrawals.
•	Surrender the policy.
•	Transfer ownership to a new owner.
•	Name a contingent owner that will automatically become owner if you die before the Life Insured.
•	Change or revoke a contingent owner.
•	Change or revoke a beneficiary.

Assignment of Rights. We will not be bound by an assignment until we receive a copy of the assignment at our Service Office. We assume no responsibility for the validity or effects of any assignment.

Beneficiary

You may appoint one or more beneficiaries of the policy by naming them in the application. Beneficiaries may be appointed in three classes — primary, secondary, and final. Beneficiaries may also be revocable or irrevocable. Unless an irrevocable designation has been elected, you may change the beneficiary during the Life Insured’s lifetime by giving written notice in a form satisfactory to us. If the Life Insured dies and there is no surviving beneficiary, you, or your estate if you are the Life Insured, will be the beneficiary. If a beneficiary dies before the seventh day after the death of the Life Insured, we will pay the insurance benefit as if the beneficiary had died before the Life Insured.

Incontestability

We will not contest the validity of a policy after it has been in force during the Life Insured’s lifetime for two years from the Issue Date stated in the policy, nor will we contest the validity of an increase in Face Amount after it has been in force during the Life Insured’s lifetime for two years. If a policy has been reinstated, we can contest any misrepresentation of a fact material to the reinstatement for a period of two years after the reinstatement date.

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Misstatement of Age or Sex

If the Life Insured’s stated age or sex or both in the policy are incorrect, we will change the Face Amount so that the death benefit will be that which the most recent monthly charge for the cost of insurance would have purchased for the correct age and sex.

Suicide Exclusion

If the Life Insured, whether sane or insane, dies by suicide within two years from the Issue Date stated in the policy (or within the maximum period permitted by the state in which the policy was delivered, if less than two years), we will pay only the premiums paid less any partial withdrawals and any Policy Debt. If the Life Insured should die by suicide within two years after a Face Amount increase, the death benefit for the increase will be limited to the monthly deductions for the increase. At our discretion, this provision may be waived; for example, with policies purchased in conjunction with certain existing benefit plans.

Supplementary Benefits

Subject to certain requirements, one or more supplementary benefits may be added to a policy, including the FTIO Rider (see “Death Benefits — Flexible Term Insurance Option Rider”) and, in the case of a policy owned by a corporation or other similar entity, a benefit permitting a change in the Life Insured (a taxable event). More detailed information concerning this supplementary benefit may be obtained from us. There is no cost for any supplementary benefit currently offered by us, with the exception of the FTIO Rider (see “Charges and Deductions — Monthly Deductions”).

Tax considerations

This description of Federal income tax consequences is only a brief summary and is neither exhaustive nor authoritative. It was written to support the promotion of our products. It does not constitute legal or tax advice, and it is not intended to be used and cannot be used to avoid any penalties that may be imposed on you. Tax consequences will vary based on your own particular circumstances, and for further information you should consult a qualified tax adviser. Federal, state and local tax laws, regulations and interpretations can change from time to time. As a result, the tax consequences to you and the beneficiary may be altered, in some cases retroactively. The policy may be used in various arrangements, including non-qualified deferred compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the value of using the policy in any such arrangement depends in part on the tax consequences, a qualified tax adviser should be consulted for advice.

General

We are taxed as a life insurance company. Under current tax law rules, we include the investment income (exclusive of capital gains) of the Separate Account in our taxable income and take deductions for investment income credited to our policy holder reserves. We are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. We do not currently charge the Separate Account for any resulting income tax costs, other than a charge we may impose against the Separate Account to compensate us for the cost of a delay in the deductibility of deferred acquisition costs (the “DAC tax” adjustment) pursuant to section 848 of the Internal Revenue Code. We also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the series funds. These benefits can be material. We do not pass these benefits through to the Separate Account, principally because: (i) the deductions and credits are allowed to us and not the policy owners under applicable tax law; and (ii) the deductions and credits do not represent investment return on the Separate Account assets that is passed through to policy owners.

The policies permit us to deduct a charge for any taxes we incur that are attributable to the operation or existence of the policies or the Separate Account. Currently, we do not anticipate making any specific charge for such taxes other than any DAC tax charge and premium taxes where applicable. If the level of the current taxes increases, however, or is expected to increase in the future, we reserve the right to make a charge in the future.

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Death benefit proceeds and other policy distributions

Generally, death benefits paid under policies such as yours are not subject to income tax unless policy ownership has been transferred in exchange for payment. Earnings on your policy value are ordinarily not subject to income tax as long as we don’t pay them out to you. If we do pay out any amount of your policy value upon surrender or partial withdrawal, all or part of that distribution would generally be treated as a return of the premiums you’ve paid and not subjected to income tax. Any portion not treated as a return of your premiums would be includible in your income.

Please note that certain distributions associated with a reduction in death benefit or other policy benefits within the first fifteen years after issuance of the policy are ordinarily taxable in whole or in part. Amounts you borrow are generally not taxable to you.

However, some of the tax rules change if your policy becomes a modified endowment contract. This can happen if you’ve paid premiums in excess of limits prescribed by the tax laws. In that case, additional taxes and penalties may be payable for policy distributions of any kind, including loans. (See “7-pay premium limit and modified endowment contract status” below.)

We expect the policy to receive the same Federal income and estate tax treatment as fixed benefit life insurance policies. Section 7702 of the Internal Revenue Code defines a life insurance contract for Federal tax purposes. For a policy to be treated as a life insurance contract, it must satisfy either the cash value accumulation test or the guideline premium test. These tests limit the amount of premium that you may pay into the policy. We will monitor compliance with these standards. If we determine that a policy does not satisfy section 7702, we may take whatever steps are appropriate and reasonable to bring it into compliance with section 7702.

If the policy complies with section 7702, the death benefit proceeds under the policy ordinarily should be excludable from the beneficiary’s gross income under section 101 of the Internal Revenue Code. (As noted above, a transfer of the policy for valuable consideration may limit the exclusion of death benefits from the beneficiary's income.)

Increases in policy value as a result of interest or investment experience will not be subject to Federal income tax unless and until values are received through actual or deemed distributions. In general, unless the policy is a modified endowment contract, the owner will be taxed only on the amount of distributions that exceed the premiums paid under the policy. An exception to this general rule occurs in the case of a decrease in the policy's death benefit or any other change that reduces benefits under the policy in the first fifteen years after the policy is issued and that results in a cash distribution to the policy owner. Changes that reduce benefits include partial withdrawals, death benefit option changes, and distributions required to keep the policy in compliance with section 7702. For purposes of this rule any distribution within the two years immediately before a reduction in benefits will also be treated as if it were a result of the reduction. A cash distribution that reduces policy benefits will be taxed in whole or in part (to the extent of any gain in the policy) under rules prescribed in section 7702. The taxable amount is subject to limits prescribed in section 7702(f)(7). Any taxable distribution will be ordinary income to the owner (rather than capital gain).

Distributions for tax purposes include amounts received upon surrender or partial withdrawals. You may also be deemed to have received a distribution for tax purposes if you assign all or part of your policy rights or change your policy’s ownership.

It is possible that, despite our monitoring, a policy might fail to qualify as a life insurance contract under the Internal Revenue Code. This could happen, for example, if we inadvertently failed to return to you any premium payments that were in excess of amounts permitted under section 7702, or if any of the funds failed to meet certain investment diversification or other requirements of the Internal Revenue Code. If this were to occur, you would be subject to income tax on the income credited to the policy from the date of issue to the date of the disqualification and for subsequent periods.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws will depend on the circumstances of each owner or beneficiary. If the person insured by the policy is also its owner, either directly or indirectly through an entity such as a revocable trust, the death benefit will be includible in his or her estate for purposes of the Federal estate tax. If the owner is not the person insured, the value of the policy will be includible in the owner's estate upon his or her death. Even if ownership has been transferred, the death proceeds or the policy value may be includible in the former owner's estate if the transfer occurred less than three years before the former owner's death or if the former owner retained certain kinds of control over the policy. You should consult your tax adviser regarding these possible tax consequences.

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Because there may be unfavorable tax consequences (including recognition of taxable income and the loss of income tax-free treatment for any death benefit payable to the beneficiary), you should consult a qualified tax adviser prior to changing the policy’s ownership or making any assignment of ownership interests.

Policy loans

We expect that, except as noted below (see “7-pay premium limit and modified endowment contract status”), loans received under the policy will be treated as indebtedness of an owner and that no part of any loan will constitute income to the owner. However, if the policy terminates for any reason other than the payment of the death benefit, an amount equal to any outstanding loan that was not previously considered income will be treated as if it had been distributed to the owner upon such termination. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans, you might find yourself having to choose between high premiums required to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

Diversification rules and ownership of the Separate Account

Your policy will not qualify for the tax benefits of a life insurance contract unless the Separate Account follows certain rules requiring diversification of investments underlying the policy. In addition, the rules require that the policy owner not have “investor control” over the underlying assets.

In certain circumstances, the owner of a variable life insurance policy may be considered the owner, for Federal income tax purposes, of the assets of the Separate Account used to support the policy. In those circumstances, income and gains from the Separate Account assets would be includible in the policy owner's gross income. The Internal Revenue Service (“IRS”) has stated in published rulings that a variable policy owner will be considered the owner of Separate Account assets if the policy owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. A Treasury Decision issued in 1986 (T.D. 8101) stated that guidance would be issued in the form of regulations or rulings on “the extent to which policyholders may direct their investments to particular sub-accounts of a Separate Account without being treated as owners of the underlying assets.” As of the date of this prospectus, no comprehensive guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS ruled that a contract holder would not be treated as the owner of assets underlying a variable life insurance or annuity contract despite the owner’s ability to allocate funds among as many as twenty subaccounts.

The ownership rights under your policy are similar to, but different in certain respects from, those described in IRS rulings in which it was determined that policyholders were not owners of Separate Account assets. Since you have greater flexibility in allocating premiums and policy values than was the case in those rulings, it is possible that you would be treated as the owner of your policy’s proportionate share of the assets of the Separate Account.

We do not know what future Treasury Department regulations or other guidance may require. We cannot guarantee that the funds will be able to operate as currently described in the series funds' prospectuses, or that a series fund will not have to change any fund's investment objectives or policies. We have reserved the right to modify your policy if we believe doing so will prevent you from being considered the owner of your policy's proportionate share of the assets of the Separate Account, but we are under no obligation to do so.

7-pay premium limit and modified endowment contract status

At the time of policy issuance, we will determine whether the Planned Premium schedule will exceed the 7-pay limit discussed below. If so, our standard procedures prohibit issuance of the policy unless you sign a form acknowledging that fact.

The 7-pay limit at any time during the first seven contract years is the total of net level premiums that would have been payable at or before that time under a comparable fixed policy that would be fully “paid-up” after the payment of seven equal annual premiums. “Paid-up” means that no further premiums would be required to continue the coverage in force until maturity, based on certain prescribed assumptions. If the total premiums paid at any time during the first seven policy years exceed the 7-pay limit, the policy will be treated as a modified endowment contract, which can have adverse tax consequences.

Policies classified as modified endowment contracts are subject to the following tax rules:

•  First, all withdrawals from such a policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the policy value immediately before the withdrawal over the investment in the policy at such time. If

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you own any other modified endowment contracts issued to you in the same calendar year by the same insurance company or its affiliates, their values will be combined with the value of the policy from which you take the withdrawal for purposes of determining how much of the withdrawal is taxable as ordinary income.

•	Second, loans taken from or secured by such a policy and assignments or pledges of any part of its value are treated as partial withdrawals from the policy and taxed accordingly. Past-due loan interest that is added to the loan amount is treated as an additional loan.
•	Third, a 10% additional penalty tax is imposed on the portion of any distribution (including distributions on surrender) from, or loan taken from or secured by, such a policy that is included in income except where the distribution or loan:

•	is made on or after the date on which the policy owner attains age 59½;
•	is attributable to the policy owner becoming disabled; or
•	is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary.

These exceptions to the 10% additional tax do not apply in situations where the policy is not owned by an individual.

Furthermore, any time there is a “material change” in a policy, the policy will begin a new 7-pay testing period as if it were a newly-issued policy. The material change rules for determining whether a policy is a modified endowment contract are complex. In general, however, the determination of whether a policy will be a modified endowment contract after a material change depends upon the relationship among the death benefit of the policy at the time of such change, the policy value at the time of the change, and the additional premiums paid into the policy during the seven years starting with the date on which the material change occurs.

Moreover, under a policy insuring a single life, if there is a reduction in benefits (such as a reduction in the death benefit or the reduction or cancellation of certain rider benefits) during a 7-pay testing period, the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, from the beginning of the 7-pay testing period using the lower limit. If the premiums paid to date at any point during the 7-pay testing period are greater than the recalculated 7-pay limit, the policy will become a modified endowment contract. If your policy is a survivorship policy, a reduction in benefits under the policy at any time will require re-testing. For such a policy the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, using the lower limit, from the date it was issued. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

If your policy is issued as a result of an exchange subject to section 1035 of the Internal Revenue Code, it may be considered to be a modified endowment contract if the death benefit under the new policy is smaller than the death benefit under the exchanged policy, or if you reduce coverage in your new policy after it is issued. Therefore, if you desire to reduce the face amount as part of a 1035 exchange, a qualified tax adviser should be consulted for advice. A new policy issued in exchange for a modified endowment contract will also be a modified endowment contract regardless of any change in the death benefit.

All modified endowment contracts issued by the same insurer (or its affiliates) to the same owner during any calendar year generally are required to be treated as one contract for the purpose of applying the rules on taxation of withdrawals from modified endowment contracts. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

Corporate and H.R. 10 retirement plans

The policy may be acquired in connection with the funding of retirement plans satisfying the qualification requirements of section 401 of the Internal Revenue Code. If so, the Internal Revenue Code provisions relating to such plans and life insurance benefits thereunder should be carefully scrutinized. We are not responsible for compliance with the terms of any such plan or with the requirements of applicable provisions of the Internal Revenue Code.

Withholding

To the extent that policy distributions to you are taxable, they are generally subject to withholding for your Federal income tax liability. However if you reside in the United States, you can generally choose not to have tax withheld from distributions. Electing to have no withholding will not reduce your tax liability and may expose you to penalties under the rules governing payment of estimated taxes.

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Life insurance purchases by residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service ruled that income received by residents of Puerto Rico under a life insurance policy issued by a United States company is U.S.-source income that is subject to United States Federal income tax.

Life insurance purchases by non-resident aliens

If you are not a U.S. citizen or resident, you will generally be subject to U.S. Federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, you may be subject to state and/or municipal taxes and taxes imposed by your country of citizenship or residence. You should consult with a qualified tax adviser before purchasing a policy.

Life insurance owned by citizens or residents living abroad

If you are a U.S. citizen or permanent resident living outside the United States, you are still subject to income taxation by the United States. Since many countries tax on the basis of domicile, you may also be subject to tax in the country or territory in which you are living. The tax-deferred accumulation of gain that a life insurance policy provides under United States tax law may not be available under the tax laws of the country in which you are living. If you are living outside the United States or planning to do so, you should consult with a qualified tax adviser before purchasing or retaining ownership of a policy.

OTHER INFORMATION

Payment of Proceeds

As long as the policy is in force, we will ordinarily pay any policy loans, surrenders, partial withdrawals or insurance benefit within seven days after receipt at our Service Office of all the documents required for such a payment. We will ordinarily pay any death benefit, withdrawal, surrender value or loan within 7 days after we receive the last required form or request (and, with respect to the death benefit, any other documentation that may be required). If we don’t have information about the desired manner of payment within 7 days after the date we receive documentation of the insured person’s death, we will pay the proceeds as a single sum.

We will ordinarily pay any death benefit, withdrawal, surrender value or loan within 7 days after we receive the last required form or request (and, with respect to the death benefit, any other documentation that may be required). If we don’t have information about the desired manner of payment within 7 days after the date we receive documentation of the insured person’s death, we will pay the proceeds as a single sum. We may delay the payment of any policy loans, surrenders, partial withdrawals, or insurance benefit that depends on Fixed Account values for up to six months or in the case of any Investment Account for any period during which:

(i)  the New York Stock Exchange is closed for trading (except for normal weekend and holiday closings),

(ii)  trading on the New York Stock Exchange is restricted

(iii)  an emergency exists, as determined by the SEC, as a result of which disposal of securities held in the Separate Account is not reasonably practicable or it is not reasonably practicable to determine the value of the Separate Account’s net assets or

(iv)  the SEC, by order, so permits for the protection of security holders; provided that applicable rules and regulations of the SEC shall govern as to whether the conditions described in (ii) and (iii) exist.

Reports to Policy Owners

Within 30 days after each Policy Anniversary, we will send you a statement showing, among other things:

•	the amount of death benefit;
•	the Policy Value and its allocation among the Investment Accounts, the Fixed Account and the Loan Account;
•	the value of the units in each Investment Account to which the Policy Value is allocated;
•	the Policy Debt and any loan interest charged since the last report;

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•	the premiums paid and other policy transactions made during the period since the last report; and
•	any other information required by law.

You will also be sent an annual and a semi-annual report for each portfolio, which will include a list of the securities, held in each portfolio as required by the 1940 Act.

Distribution of policies

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company affiliated with us, is the principal distributor and underwriter of the securities offered through this prospectus and of other annuity and life insurance products we and our affiliates offer. JH Distributors also acts as the principal underwriter of the Trust, whose securities are used to fund certain investment accounts under the policies and under other annuity and life insurance products we offer.

JH Distributors' principal address is 601 Congress Street, Boston, MA 02210 and it also maintains offices with us at 197 Clarendon Street, Boston, Massachusetts 02116. JH Distributors is a broker-dealer registered under the Securities Exchange Act of 1934 (the “1934 Act”) and a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. Our affiliate, Signator Investors, Inc., is one such broker-dealer. In addition, we, either directly or through JH Distributors, have entered into agreements with other financial intermediaries that provide marketing, sales support and certain administrative services to help promote the policies (“financial intermediaries”). In a limited number of cases, we have entered into loans, leases or other financial agreements with these broker-dealers or financial intermediaries or their affiliates.

Compensation

The broker-dealers and other financial intermediaries that distribute or support the marketing of our policies may be compensated by means of various compensation and revenue sharing arrangements. A general description of these arrangements is set out below under “Standard compensation” and “Additional compensation and revenue sharing.” These arrangements may differ between firms, and not all broker-dealers or financial intermediaries will receive the same compensation and revenue sharing benefits for distributing our policies. Also, a broker-dealer may receive more or less compensation or other benefits for the promotion and sale of our policy than it would expect to receive from another issuer.

Under their own arrangements, broker-dealers determine how much of any amounts received from us is to be paid to their registered representatives. Our affiliated broker-dealer, Signator Investors, Inc., may pay its registered representatives additional compensation and benefits, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Policy owners do not pay any compensation or revenue sharing benefits directly. These payments are made from JH Distributors’ and our own revenues, profits or retained earnings, which may be derived from a number of sources, such as fees received from an underlying fund’s distribution plan (“12b-1 fees”), the fees and charges imposed under the policy and other sources.

You should contact your registered representative for more information on compensation arrangements in connection with your purchase of a policy. We provide additional information on special compensation or reimbursement arrangements involving broker-dealers and other financial intermediaries in the SAI, which is available upon request.

Standard compensation. JH Distributors pays compensation to broker-dealers for the promotion and sale of the policies, and for providing ongoing service in relation to policies that have already been purchased. We may also pay a limited number of broker-dealers commissions or overrides to “wholesale” the policies; that is, to provide marketing support and training services to the broker-dealer firms that do the actual selling.

The compensation JH Distributors pays to broker-dealers may vary depending on the selling agreement. The compensation paid is not expected to exceed 30% of the target premium paid in policy year 1, 5% of target premium paid in years 2-5, and 2.5% of the target premium paid in years 6 and after. Compensation on any premium paid in excess of target premium in any year will not exceed 2.5%. Broker-dealers may also receive a service fee of up to $100 per policy per year, and an asset trail of up to .10%. This compensation schedule is exclusive of additional compensation and revenue sharing and inclusive of overrides and expense allowances paid to broker-dealers for sale of the policies (not including riders).

34

Additional compensation and revenue sharing. To the extent permitted by SEC and FINRA rules and other applicable laws and regulations, we may enter into special compensation or reimbursement arrangements (“revenue sharing”), either directly or through JH Distributors, with selected broker-dealers and other financial intermediaries. In consideration of these arrangements, a firm may feature our policy in its sales system, give us preferential access to sales staff, or allow JH Distributors or its affiliates to participate in conferences, seminars or other programs attended by the firm’s sales force. We hope to benefit from these revenue sharing and other arrangements through increased sales of our policies.

Selling broker-dealers and other financial intermediaries may receive, directly or indirectly, additional payments in the form of cash, other compensation or reimbursement. These additional compensation or reimbursement arrangements may include, for example, payments in connection with the firm's “due diligence” examination of the policies, payments for providing conferences or seminars, sales or training programs for invited registered representatives and other employees, payment for travel expenses, including lodging, incurred by registered representatives and other employees for such seminars or training programs, seminars for the public or client seminars, advertising and sales campaigns regarding the policies, payments to assist a firm in connection with its systems, operations and marketing expenses and/or other events or activities sponsored by the firms. We may contribute to, as well as sponsor, various educational programs, sales promotions, and/or other contests in which participating firms and their sales persons may receive gifts and prizes such as merchandise, cash or other rewards as may be permitted under FINRA rules and other applicable laws and regulations.

Responsibilities of John Hancock USA

John Hancock USA entered into an agreement with JH Distributors pursuant to which John Hancock USA, on behalf of JH Distributors will pay the sales commissions in respect of the policies and certain other policies issued by John Hancock USA, prepare and maintain all books and records required to be prepared and maintained by JH Distributors with respect to the policies and such other policies, and send all confirmations required to be sent by JH Distributors with respect to the policies and such other policies. JH Distributors will promptly reimburse John Hancock USA for all sales commissions paid by John Hancock USA and will pay John Hancock USA for its other services under the agreement in such amounts and at such times as agreed to by the parties.

Finally, John Hancock USA may, from time to time in its sole discretion, enter into one or more reinsurance agreements with other life insurance companies under which policies issued by it may be reinsured, such that its total amount at risk under a policy would be limited for the life of the insured.

Voting Rights

As stated previously, all of the assets held in each sub-account of the Separate Account will be invested in shares of a particular portfolio. John Hancock USA is the legal owner of those shares and as such has the right to vote upon certain matters that are required by the 1940 Act to be approved or ratified by the shareholders of a mutual fund and to vote upon any other matters that may be voted upon at a shareholders’ meeting. However, John Hancock USA will vote shares held in the sub-accounts in accordance with instructions received from policyholders having an interest in such sub-accounts. Shares held in each sub-account for which no timely instructions from policyholders are received, including shares not attributable to the policies, will be voted by John Hancock USA in the same proportion as those shares in that sub-account for which instructions are received. Should the applicable federal securities laws or regulations change so as to permit John Hancock USA to vote shares held in the Separate Account in its own right, it may elect to do so.

The number of shares in each sub-account for which instructions may be given by a policyholder is determined by dividing the portion of the Policy Value derived from participation in that sub-account, if any, by the value of one share of the corresponding portfolio. The number will be determined as of a date chosen by John Hancock USA, but not more than 90 days before the shareholders’ meeting. Fractional votes are counted. Voting instructions will be solicited in writing at least 14 days prior to the meeting.

John Hancock USA may, if required by state officials, disregard voting instructions if such instructions would require shares to be voted so as to cause a change in the sub-classification or investment policies of one or more of the portfolios, or to approve or disapprove an investment management contract. In addition, we may disregard voting instructions that would require changes in the investment policies or investment adviser, provided that we reasonably disapprove such changes in accordance with applicable federal regulations. If John Hancock USA does disregard voting instructions, it will advise policyholders of that action and its reasons for such action in the next communication to policyholders.

35

Substitution of Portfolio Shares

It is possible that in the judgment of the Company, one or more of the portfolios may become unsuitable for investment by the Separate Account because of a change in investment policy or a change in the applicable laws or regulations, because the shares are no longer available for investment, or for some other reason. In that event, John Hancock USA may seek to substitute the shares of another portfolio or of an entirely different mutual fund. Before this can be done, the approval of the SEC and one or more state insurance departments may be required.

John Hancock USA also reserves the right (i) to combine other Separate Accounts with the Separate Account, (ii) to create new Separate Accounts, (iii) to establish additional sub-accounts within the Separate Account to invest in additional portfolios of the Trust or another management investment company, (iv) to eliminate existing sub-accounts and to stop accepting new allocations and transfers into the corresponding portfolio, (v) to combine sub-accounts or to transfer assets in one sub-account to another sub-account or (vi) to transfer assets from the Separate Account to another Separate Account and from another Separate Account to the Separate Account. We also reserve the right to operate the Separate Account as a management investment company or other form permitted by law, and to de-register the Separate Account under the 1940 Act. Any such change would be made only if permissible under applicable federal and state law.

Records and Accounts

Our Service Office is responsible for performing all administrative functions, such as decreases, increases, surrender and partial withdrawals, and fund transfers although certain of these functions may be delegated to a third party administrator.

All records and accounts relating to the Separate Account and the portfolios will be maintained by us. All financial transactions will be handled by us. All reports required to be made and information required to be given will be provided the Company or by McCamish Systems on behalf of us.

State Regulation

John Hancock USA is subject to the regulation and supervision by the Michigan Department of Insurance, which periodically examines its financial condition and operations. It is also subject to the insurance laws and regulations of all jurisdictions in which it is authorized to do business. The policies have been filed with insurance officials in each jurisdiction where they are sold.

John Hancock USA is required to submit annual statements of its operations, including financial statements, to the insurance departments of the various jurisdictions in which it does business for the purposes of determining solvency and compliance with local insurance laws and regulations.

Financial statements reference

The financial statements of John Hancock USA and the Separate Account can be found in the SAI. The financial statements of John Hancock USA should be distinguished from the financial statements of the Separate Account and should be considered only as bearing upon the ability of John Hancock USA to meet its obligations under the policies. Our general account is comprised of securities and other investments, the value of which may decline during periods of adverse market conditions.

Registration statement filed with the SEC

This prospectus omits certain information contained in the Registration Statement which has been filed with the SEC. More details may be obtained from the SEC upon payment of the prescribed fee.

Independent registered public accounting firm

The statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, and for each of the two years in the period ended December 31, 2014, appearing in the Statement of Additional Information of the Registration Statement have been

36

audited by Ernst &Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

37

APPENDIX A: DEFINITIONS

Annual Premium Target: is an amount set forth in the policy that limits the amount of premium attributable to a Coverage Amount in Sales Load calculations.

Attained Age: is the Issue Age of the Life Insured plus the number of completed Policy Years.

Business Day: is any day that the New York Stock Exchange is open for business. A Business Day ends at the close of regularly scheduled trading of the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on that day.

Case: is a group of policies insuring individual lives with common employment or other relationship, independent of the policies.

Cash Surrender Value: is the Policy Value less any outstanding monthly deductions due.

Coverage Amount: is an amount of insurance coverage under the policy with a distinct effective date. The Face Amount of the policy at any time is the sum of the Coverage Amounts in effect.

Coverage Year: is a one-year period beginning on a Coverage Amount‘s effective date and on each anniversary of this date. For Coverage Amounts in effect on the policy’s Effective Date, the Coverage Year is the same as the Policy Year.

Fixed Account: is the part of the Policy Value that reflects the value you have in our general account.

Investment Account: is the part of the Policy Value that reflects the value you have in one of the sub-accounts of the Separate Account.

Issue Age: is the Life Insured’s age on the birthday closest to the Policy Date.

Loan Account: is the part of the Policy Value that reflects policy loans and interest credited to the Policy Value in connection with such loans.

Minimum Initial Premium: is the sum of the monthly deductions due for the first 3 Policy Months plus the Premium Charges deductible from this amount.

Net Cash Surrender Value: is the Cash Surrender Value less the Policy Debt.

Net Policy Value: is the Policy Value less the value in the Loan Account.

Net Premium: is the premium paid less the Premium Load and Sales Load.

Policy Date, Policy Anniversary, Policy Month and Policy Year: Policy Date is the date from which the first monthly deductions are calculated and from which Policy Years, Policy Months, and Policy Anniversaries are measured.

Policy Debt: on any date is the aggregate amount of policy loans, including borrowed and accrued interest, less any loan repayments.

Policy Value: is the sum of the values in the Loan Account, the Fixed Account, and the Investment Accounts.

Service Office: is PO Box 192, Boston, MA 02117-0192, or such other address as we specify to you by written notice.

38

In addition to this prospectus, John Hancock USA has filed with the SEC an SAI that contains additional information about John Hancock USA and the Separate Account, including information on our history, services provided to the Separate Account, legal and regulatory matters and the audited financial statements for John Hancock USA and the Separate Account. The SAI and personalized illustrations of death benefits, policy values and surrender values are available, without charge, upon request. You may obtain the personalized illustrations from your John Hancock USA representative. The SAI may be obtained by contacting the John Hancock USA Service Office. You should also contact the John Hancock USA Service Office to request any other information about your policy or to make any inquiries about its operation.

JOHN HANCOCK USA SERVICE OFFICE
Principal Office & Express Delivery	Mail Delivery
Specialty Products & Distribution 200 Berkeley St., B-3-24 Boston, MA 02116-5010-5022	Specialty Products & Distribution PO Box 192 Boston, MA 02217-0192
Phone:	Fax:
1-800-521-1234	1-617-572-1571

Information about the Separate Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Branch, 100 F Street, NE, Room 1580, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Account are available on the SEC’s Internet website at http://www.sec.gov. Copies of such information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549-0102.

1940 Act File No. 811-5130 — 1933 Act File No. 333-100567

Statement of Additional Information dated April 27, 2015 for interests in John Hancock Life Insurance Company (U.S.A.) Separate Account N (Name of Registrant) JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) (“John Hancock USA”) (Name of Depositor) This is a Statement of Additional Information (“SAI”). It is not the prospectus. The prospectus, dated the same date as this SAI, may be obtained from a John Hancock USA representative or by contacting the John Hancock USA Service Office by mail or telephone at the address or telephone number listed on the back page of the prospectus. TABLE OF CONTENTS
Contents of this SAI	Page No.
Description of the Depositor	2
Description of the Registrant	2
Services	2
Independent registered public accounting firm	2
Legal and Regulatory Matters	2
Principal Underwriter/Distributor	2
Additional Information About Charges	3
Reduction in Charges	4
Financial Statements of Registrant and Depositor	F-1

Description of the Depositor

Under the Federal securities laws, the entity responsible for organization of the registered separate account underlying the variable life insurance policy is known as the “Depositor.” John Hancock USA (“Depositor”) is a stock life insurance company organized under the laws of Maine on August 20, 1955 by a special act of the Maine legislature and redomesticated under the laws of Michigan. The Depositor is a licensed life insurance company in the District of Columbia and all states of the United States except New York. Until 2004, the Depositor was known as The Manufacturers Life Insurance Company (U.S.A.).

The Depositor’s ultimate parent is Manulife Financial Corporation (“MFC”), a publicly traded company based in Toronto, Canada. MFC is the holding company of The Manufacturers Life Insurance Company and its subsidiaries, collectively known as Manulife Financial.

Description of the Registrant

Under the Federal securities laws, the registered separate account underlying the variable life insurance policy is known as the “Registrant.” John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Registrant” or “Separate Account”), is a separate account established by the Depositor under Michigan law. The variable investment options shown on page 1 of the prospectus are subaccounts of the Separate Account. The Separate Account meets the definition of “separate account” under the Federal securities laws and is registered as a unit investment trust under the Investment Company Act of 1940 (“1940 Act”). Such registration does not involve supervision by the Securities and Exchange Commission (“SEC”) of the management of the Separate Account or of the Depositor.

New subaccounts may be added and made available to policy owners from time to time. Existing subaccounts may be modified or deleted at any time.

Services

Administration of policies issued by the Depositor and of registered separate accounts organized by the Depositor may be provided by other affiliates. Neither the Depositor nor the separate accounts are assessed any charges for such services.

Custodianship and depository services for the Registrant are provided by State Street Investment Services (“State Street”). State Street’s address is State Street Financial Center, One Lincoln Street, Boston, Massachusetts, 02111.

Independent registered public accounting firm

The statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2014 and 2013, and for each of the three years in the period ended December 31, 2014, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, and for each of the two years in the period ended December 31, 2014, appearing in the Statement of Additional Information of the Registration Statement have been audited by Ernst &Young LLP, independent registered public accounting firm, as set forth in their reports thereon appearing elsewhere herein, and are included in reliance upon such reports given on the authority of such firm as experts in accounting and auditing.

Legal and Regulatory Matters

There are no legal proceedings to which the Depositor, the Separate Account or the principal underwriter is a party or to which the assets of the Separate Account are subject that are likely to have a material adverse effect on the Separate Account or the ability of the principal underwriter to perform its contract with the Separate Account or of the Depositor to meet its obligations under the policies.

Principal Underwriter/Distributor

John Hancock Distributors LLC (“JH Distributors”), a Delaware limited liability company affiliated with the Depositor, is the principal distributor and underwriter of the securities offered through the prospectus. JH Distributors acts as the principal distributor of a number of other life insurance and annuity products we and our affiliates offer or maintain. JH

2 Table Of Contents

Distributors also acts as the principal underwriter of John Hancock Variable Insurance Trust (the “Trust”), whose securities are used to fund certain variable investment options under the policies and under other life insurance and annuity products we offer or maintain.

JH Distributors’ principal address is 601 Congress Street, Boston, MA 02210, and it also maintains offices with us at 197 Clarendon Street, Boston, MA 02116. JH Distributors is a broker-dealer registered under the Securities Act of 1934 (the “1934 Act”) and is a member of the Financial Industry Regulatory Authority (“FINRA”).

We offer the policies for sale through individuals who are licensed as insurance agents and who are registered representatives of broker-dealers that have entered into selling agreements with JH Distributors. Our affiliate Signator Investors, Inc. is one such broker-dealer.

The aggregate dollar amount of underwriting commissions paid to JH Distributors by the Depositor and its affiliates in connection with the sale of variable life products in 2014, 2013, and 2012 was $132,392,739, $119,574,297 and $156,801,522, respectively. JH Distributors did not retain any of these amounts during such periods.

The registered representative through whom your policy is sold will be compensated pursuant to the registered representative’s own arrangement with his or her broker-dealer. Compensation to broker-dealers for the promotion and sale of the policies is not paid directly by policy owners but will be recouped through the fees and charges imposed under the policy.

Additional compensation and revenue sharing arrangements may be offered to certain broker-dealer firms and other financial intermediaries. The terms of such arrangements may differ among firms we select based on various factors. In general, the arrangements involve three types of payments or any combination thereof:

• Fixed dollar payments: The amount of these payments varies widely. JH Distributors may, for example, make one or more payments in connection with a firm’s conferences, seminars or training programs, seminars for the public, advertising and sales campaigns regarding the policies, to assist a firm in connection with its systems, operations and marketing expenses, or for other activities of a selling firm or wholesaler. JH Distributors may make these payments upon the initiation of a relationship with a firm, and at any time thereafter.

• Payments based upon sales: These payments are based upon a percentage of the total amount of money received, or anticipated to be received, for sales through a firm of some or all of the insurance products that we and/or our affiliates offer. JH Distributors makes these payments on a periodic basis.

• Payments based upon “assets under management”: These payments are based upon a percentage of the policy value of some or all of our (and/or our affiliates’) insurance products that were sold through the firm. JH Distributors makes these payments on a periodic basis.

Our affiliated broker-dealer, Signator Investors, Inc., may pay its respective registered representatives additional cash incentives, such as bonus payments, expense payments, health and retirement benefits or the waiver of overhead costs or expenses in connection with the sale of the policies that they would not receive in connection with the sale of policies issued by unaffiliated companies.

Additional Information About Charges

A policy will not be issued until the underwriting process has been completed to our satisfaction. The underwriting process generally includes the obtaining of information concerning your age, medical history, occupation and other personal information. This information is then used to determine the cost of insurance charge.

3 Table Of Contents

Reduction in Charges

The policy is available for purchase by corporations and other groups or sponsoring organizations. Group or sponsored arrangements may include reduction or elimination of withdrawal charges and deductions for employees, officers, directors, agents and immediate family members of the foregoing. We reserve the right to reduce any of the policy’s charges on certain cases where it is expected that the amount or nature of such cases will result in savings of sales, underwriting, administrative, commissions or other costs. Eligibility for these reductions and the amount of reductions will be determined by a number of factors, including the number of lives to be insured, the total premiums expected to be paid, total assets under management for the policyowner, the nature of the relationship among the insured individuals, the purpose for which the policies are being purchased, expected persistency of the individual policies, and any other circumstances which we believe to be relevant to the expected reduction of its expenses. Some of these reductions may be guaranteed and others may be subject to withdrawal or modifications, on a uniform case basis. Reductions in charges will not be unfairly discriminatory to any policyowners. We may modify from time to time, on a uniform basis, both the amounts of reductions and the criteria for qualification.

333-100567

333-126668

333-152409

4

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

John Hancock Life Insurance Company (U.S.A.)

For the Years Ended December 31, 2014, 2013 and 2012

With Report of Independent Auditors

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

Years Ended December 31, 2014, 2013 and 2012

Contents

Report of Independent Auditors	F-1
Statutory-Basis Financial Statements
Balance Sheets- Statutory-Basis	F-3
Statements of Operations- Statutory-Basis	F-5
Statements of Changes in Capital and Surplus- Statutory-Basis	F-6
Statements of Cash Flow- Statutory-Basis	F-7
Notes to Statutory-Basis Financial Statements	F-8

Report of Independent Auditors

The Board of Directors and Shareholder

John Hancock Life Insurance Company (U.S.A.)

We have audited the accompanying statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) (the Company), which comprise the balance sheets as of December 31, 2014 and 2013, and the related statements of operations, changes in capital and surplus, and cash flow for each of the three years in the period ended December 31, 2014, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation. Management also is responsible for the design, implementation and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.

Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles

As described in Note 2 to the financial statements, to meet the requirements of Michigan the financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation, which practices differ from U.S. generally accepted accounting principles. The variances between such practices and U.S. generally accepted accounting principles and the effects on the accompanying financial statements are described in Note 2.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the effects of the matter described in the preceding paragraph, the statutory-basis financial statements referred to above do not present fairly, in conformity with U.S. generally accepted accounting principles, the financial position of the Company at December 31, 2014 and 2013, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2014.

F-1

Opinion on Statutory-Basis of Accounting

However, in our opinion, the statutory-basis financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period December 31, 2014 in conformity with accounting practices prescribed or permitted by the Michigan Office of Financial and Insurance Regulation.

/s/ Ernst & Young LLP

Boston, Massachusetts

March 25, 2015

F-2

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

BALANCE SHEETS – STATUTORY BASIS

	December 31,
	2014		2013
	(in millions)
Admitted assets
Cash and invested assets:
Bonds	$	49,226	$	47,948
Stocks:
Preferred stocks		26		33
Common stocks		477		343
Investments in affiliates		2,911		2,866
Mortgage loans on real estate		11,519		12,221
Real estate:
Company occupied		300		305
Investment properties		5,203		5,304
Cash, cash equivalents and short-term investments		7,702		4,749
Policy loans		5,039		5,189
Derivatives		10,458		5,709
Receivable for collateral on derivatives		400		-
Receivable for securities		10		19
Other invested assets		5,978		5,275
Total cash and invested assets		99,249		89,961
Investment income due and accrued		887		892
Premiums due and deferred		388		410
Amounts recoverable from reinsurers		196		172
Funds held by or deposited with reinsured companies		1,958		1,984
Other reinsurance receivable		439		666
Amounts due from affiliates		247		358
Other assets		2,364		1,887
Assets held in separate accounts		140,164		142,766
Total admitted assets	$	245,892	$	239,096

The accompanying notes are an integral part of these statutory-basis financial statements.

F-3

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

BALANCE SHEETS – STATUTORY BASIS – (CONTINUED)

	December 31,
	2014			2013
	(in millions)
Liabilities and capital and surplus
Liabilities:
Policy and contract obligations:
Policy reserves	$	69,184		$	67,065
Policyholders’ and beneficiaries funds		3,834			3,919
Consumer notes		411			644
Dividends payable to policyholders		574			585
Policy benefits in process of payment		556			547
Other amount payable on reinsurance		1,039			443
Other policy obligations		78			77
Total policy and contract obligations		75,676			73,280
Payable to parent and affiliates		3,073			1,713
Transfers to (from) separate account, net		(1,390	)		(1,368	)
Asset valuation reserve		1,927			1,374
Reinsurance in unauthorized companies		3			6
Funds withheld from unauthorized reinsurers		8,873			6,681
Interest maintenance reserve		1,745			1,790
Current federal income taxes payable		-			215
Net deferred tax liability		456			204
Derivatives		5,229			4,046
Payables for collateral on derivatives		2,939			734
Payables for securities		26			111
Other general account obligations		1,843			1,735
Obligations related to separate accounts		140,164			142,766
Total liabilities		240,564			233,287
Capital and surplus:
Preferred stock (par value $1; 50,000,000 shares authorized; 100,000 shares issued and outstanding at December 31, 2014 and 2013)		-			-
Common stock (par value $1; 50,000,000 shares authorized; 4,728,939 shares issued and outstanding at December 31, 2014 and 2013)		5			5
Paid-in surplus		3,196			3,196
Surplus notes		990			990
Unassigned surplus		1,137			1,618
Total capital and surplus		5,328			5,809
Total liabilities and capital and surplus	$	245,892		$	239,096

The accompanying notes are an integral part of these statutory-basis financial statements.

F-4

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF OPERATIONS – STATUTORY-BASIS

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Premiums and other revenues:
Life, long-term care and annuity premiums	$	12,738		$	12,882		$	7,554
Consideration for supplementary contracts with life contingencies		183			266			342
Net investment income		4,297			4,551			4,221
Amortization of interest maintenance reserve		176			183			180
Commissions and expense allowance on reinsurance ceded		817			1,224			749
Reserve adjustment on reinsurance ceded		(10,652	)		(9,775	)		(8,936	)
Separate account administrative and contract fees		1,841			1,848			1,815
Other revenue		467			188			201
Total premiums and other revenues		9,867			11,367			6,126
Benefits paid or provided:
Death, surrender and other contract benefits, net		9,064			7,710			6,728
Annuity benefits		1,733			1,784			1,602
Disability and long-term care benefits		584			542			514
Interest and adjustments on policy or deposit-type funds		125			132			123
Payments on supplementary contracts with life contingencies		170			159			137
Increase (decrease) in life and long-term care reserves		2,161			1,017			(3,915	)
Total benefits paid or provided		13,837			11,344			5,189
Insurance expenses and other deductions:
Commissions and expense allowance on reinsurance assumed		1,203			1,360			1,323
General expenses		972			1,092			1,088
Insurance taxes, licenses and fees		138			150			151
Net transfers to (from) separate accounts		(8,229	)		(6,388	)		(3,608	)
Investment income ceded		4,954			(1,356	)		851
Other deductions		21			14			40
Total insurance expenses and other deductions		(941	)		(5,128	)		(155	)
Income (loss) from operations before dividends to policyholders, federal income taxes and net realized capital gains (losses)		(3,029	)		5,151			1,092
Dividends to policyholders		77			81			57
Income (loss) from operations before federal income taxes and net realized capital gains (losses)		(3,106	)		5,070			1,035
Federal income tax expense (benefit)		(716	)		262			(752	)
Income (loss) from operations before net realized capital gains (losses)		(2,390	)		4,808			1,787
Net realized capital gains (losses)		(74	)		(1,793	)		(1,566	)
Net income (loss)	$	(2,464	)	$	3,015		$	221

The accompanying notes are an integral part of these statutory-basis financial statements.

F-5

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS – STATUTORY-BASIS

	Preferred and Common Stock		Paid-in Surplus		Surplus Notes		Unassigned Surplus (Deficit)			Total Capital and Surplus
	(in millions)
Balances at January 1, 2012	$	5	$	3,196	$	989	$	781		$	4,971
Net income (loss)								221			221
Change in net unrealized capital gains (losses)								698			698
Change in net deferred income tax								71			71
Decrease (increase) in non-admitted assets								10			10
Change in liability for reinsurance in unauthorized reinsurance								2			2
Decrease (increase) in asset valuation reserves								130			130
Change in surplus as a result of reinsurance								(240	)		(240	)
Other adjustments, net						1		(70	)		(69	)
Balances at December 31, 2012		5		3,196		990		1,603			5,794
Net income (loss)								3,015			3,015
Change in net unrealized capital gains (losses)								(1,455	)		(1,455	)
Change in net deferred income tax								(347	)		(347	)
Decrease (increase) in non-admitted assets								(12	)		(12	)
Change in liability for reinsurance in unauthorized reinsurance								-			-
Decrease (increase) in asset valuation reserves								(180	)		(180	)
Dividend paid to Parent								(300	)		(300	)
Change in surplus as a result of reinsurance								(573	)		(573	)
Other adjustments, net						-		(133	)		(133	)
Balances at December 31, 2013		5		3,196		990		1,618			5,809
Net income (loss)								(2,464	)		(2,464	)
Change in net unrealized capital gains (losses)								2,389			2,389
Change in net deferred income tax								973			973
Decrease (increase) in non-admitted assets								56			56
Change in liability for reinsurance in unauthorized reinsurance								3			3
Decrease (increase) in asset valuation reserves								(553	)		(553	)
Dividend paid to Parent								(500	)		(500	)
Change in surplus as a result of reinsurance								(252	)		(252	)
Other adjustments, net						-		(133	)		(133	)
Balances at December 31, 2014	$	5	$	3,196	$	990	$	1,137		$	5,328

The accompanying notes are an integral part of these statutory-basis financial statements.

F-6

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

STATEMENTS OF CASH FLOW – STATUTORY-BASIS

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Operations
Premiums and other considerations collected, net of reinsurance	$	12,924		$	13,205		$	13,046
Net investment income received		4,399			4,635			4,402
Separate account fees		1,841			1,848			1,815
Commissions and expenses allowance on reinsurance ceded		817			1,224			962
Miscellaneous income		450			(172	)		6
Benefits and losses paid		(21,960	)		(20,462	)		(18,213	)
Net transfers from (to) separate accounts		8,206			6,493			3,587
Commissions and expenses (paid) recovered		(7,147	)		(1,572	)		(3,637	)
Dividends paid to policyholders		(89	)		(91	)		(180	)
Federal and foreign income and capital gain taxes (paid) recovered		(382	)		(1,195	)		477
Net cash provided by (used in) operating activities		(941	)		3,913			2,265
Investment activities
Proceeds from sales, maturities, or repayments of investments:
Bonds		20,471			19,130			16,404
Stocks		130			149			122
Mortgage loans on real estate		1,789			1,660			1,514
Real estate		1,053			22			17
Other invested assets		941			498			575
Miscellaneous proceeds		3			(2	)		2
Total investment proceeds		24,387			21,457			18,634
Cost of investments acquired:
Bonds		21,430			17,853			16,178
Stocks		234			78			195
Mortgage loans on real estate		1,088			1,813			1,644
Real estate		539			743			859
Other invested assets		1,281			882			1,223
Derivatives		739			1,916			1,399
Total cost of investments acquired		25,311			23,285			21,498
Net increase (decrease) in receivable/payable for securities and collateral on derivatives		(1,729	)		1,197			(631	)
Net increase (decrease) in policy loans		(150	)		140			34
Net cash provided by (used in) investment activities		955			(3,165	)		(2,267	)
Financing and miscellaneous activities
Borrowed funds		(232	)		(48	)		(19	)
Net deposits (withdrawals) on deposit-type contracts		(85	)		(134	)		20
Dividend paid to Parent		(500	)		(300	)		-
Repurchase agreements		-			(437	)		-
Other cash provided (applied)		3,756			14			976
Net cash provided by (used in) financing and miscellaneous activities		2,939			(905	)		977
Net increase (decrease) in cash, cash equivalents and short-term investments		2,953			(157	)		975
Cash, cash equivalents and short-term investments at beginning of year		4,749			4,906			3,931
Cash, cash equivalents and short-term investments at end of year	$	7,702		$	4,749		$	4,906
Non-cash investing activities during the year:
Transfer of assets for FDA reinsurance transaction	$	-		$	-		$	(4,984	)

The accompanying notes are an integral part of these statutory-basis financial statements.

F-7

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS

1. Organization and Nature of Operations

John Hancock Life Insurance Company (U.S.A.) (“JHUSA” or the “Company”) is a wholly-owned subsidiary of The Manufacturers Investment Corporation (“MIC”). MIC is a wholly-owned subsidiary of John Hancock Financial Corporation (“JHFC”), which is an indirect, wholly-owned subsidiary of The Manufacturers Life Insurance Company (“MLI”). MLI, in turn, is a wholly-owned subsidiary of Manulife Financial Corporation (“MFC”), a Canadian-based, publicly traded financial services holding company.

The Company provides a wide range of financial protection and wealth management products and services to both individual and institutional customers located primarily in the United States. Through its insurance operations, the Company offers a variety of individual life insurance and individual and group long-term care insurance products that are distributed through multiple distribution channels, including insurance agents, brokers, banks, financial planners, and direct marketing. The Company also offers mutual fund products and services which include a variety of retirement products to retirement plans. The Company distributes these products through multiple distribution channels, including insurance agents and affiliated brokers, securities brokerage firms, financial planners, pension plan sponsors, pension plan consultants, and banks. In 2013, the Company discontinued sales of its structured settlements and single premium immediate annuity products. In 2012, the Company suspended new sales of its individual fixed and variable annuity products. The Company is licensed to sell insurance in 49 states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands.

John Hancock Distributors LLC (“JHD”), a registered broker-dealer and a wholly-owned subsidiary of the Company, acts as the principal underwriter of variable life contracts pursuant to a distribution agreement with the Company.

The Company has two wholly-owned life insurance subsidiaries, John Hancock Life Insurance Company of New York (“JHNY”) and John Hancock Life & Health Insurance Company (“JHLH”).

2. Significant Accounting Policies

Use of Estimates

The preparation of financial statements requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Such estimates and assumptions could change in the future as more information becomes known and may impact the amounts reported and disclosed herein.

Basis of Presentation

These financial statements have been prepared in conformity with accounting practices prescribed or permitted by the Michigan Department of Insurance and Financial Services (the “Insurance Department”). The National Association of Insurance Commissioners’ (“NAIC”) Accounting Practices and Procedures Manual (“NAIC SAP”) has been adopted as a component of practices prescribed or permitted by the State of Michigan. The Michigan Director of the Department of Insurance and Financial Services (the “Director”) has the authority to prescribe or permit other specific practices that deviate from prescribed practices. NAIC SAP practices differ from accounting principles generally accepted in the United States (“GAAP”) as described below.

Investments: Investments in bonds not backed by other loans are principally stated at amortized cost using the constant yield (interest) method. Bonds can also be stated at the lesser of amortized cost or fair value based on their NAIC designated rating. Non-redeemable preferred stocks, which have characteristics of equity securities, are reported at cost or lower of cost or market value as determined by the Securities Valuation Office of the NAIC (“SVO”) rating, and the related net unrealized capital gains (losses) are reported in unassigned surplus along with any adjustment for federal income taxes. Redeemable preferred stocks, which have characteristics of debt securities and are rated as medium quality or better, are reported at cost or amortized cost. All other redeemable preferred stocks are reported at the lower of cost, amortized cost, or fair value.

For bonds other than loan-backed and structured securities, the Company has a process in place to identify securities that could potentially have an impairment that is other-than-temporary. The Company recognizes other-than-temporary impairment losses on bonds with unrealized losses when either of the following two conditions exist: the entity either (1) has the intent to sell the debt security or (2) is more likely than not to be required to sell the debt security before its anticipated recovery. Declines in value due to credit difficulties are also considered to be other-than-temporarily impaired when the

F-8

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

Company does not have the intent and ability to hold the security for a period of time sufficient to allow for any anticipated recovery in value. The entire difference between amortized cost and fair value on such bonds with credit difficulties is recognized as an impairment loss in income.

Loan-backed and structured securities (i.e., collateralized mortgage obligations) are adjusted for the effects of changes in prepayment assumptions on the related accretion of discounts or amortization of premiums of such securities using either the retrospective or prospective methods. The retrospective adjustment method is used to value all such securities, except principal-only and interest-only securities and such securities with NAIC designations of 3-6, which are valued using the prospective method. If it is determined that a decline in fair value is other-than-temporary, the cost basis of the security is written down to the present value of estimated future cash flows using the original effective interest rate inherent in the security.

Common stocks are primarily reported at fair value based on quoted market prices and the related net unrealized capital gains (losses) are reported in unassigned surplus, net of any adjustment for federal income taxes. There are no restrictions on common and preferred stocks.

Insurance subsidiaries are reported at their underlying statutory equity. Non-insurance subsidiaries, which have significant ongoing operations other than for the benefit of the Company and its affiliates, are reported at GAAP equity. Non-insurance subsidiaries, which have no significant ongoing operations other than for the benefit of the Company and its affiliates, are reported based on the underlying equity adjusted to a statutory-basis, plus the admitted portion of goodwill. Dividends from subsidiaries are included in net investment income. The remaining net change in the subsidiaries’ equity is included in the change in net unrealized capital gains (losses).

Realized capital gains (losses) on sales of securities are recognized using the first in first out (“FIFO) method. The cost basis of bonds and common and preferred stocks is adjusted for impairments in value deemed to be other-than-temporary and such adjustments are reported as a component of net realized capital gains (losses).

Mortgage loans on real estate are reported at unpaid principal balances, less an allowance for impairments. Valuation allowances, if necessary, are established for mortgage loans on real estate based on the difference between the net value of the collateral, determined as the fair value of the collateral less estimated costs to obtain and sell, and the recorded investment in the mortgage loan. The initial valuation allowance and subsequent changes in the allowance for mortgage loans are charged or credited directly to unassigned surplus. A mortgage loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all principal and interest amounts due according to the contractual terms of the mortgage agreement. When management determines foreclosure is probable and the impairment is other-than-temporary, the mortgage loan is written down and a realized loss is recognized.

Real estate occupied by the Company and real estate held for the production of income are reported at depreciated cost, net of related obligations. Real estate that the Company has the intent to sell is reported at the lower of depreciated cost or fair value, net of related obligations. Depreciation is calculated on a straight-line basis over the estimated useful lives of the properties. Investment income and operating expenses include rent for the Company’s occupancy of Company-owned properties

Cash equivalents are short-term highly liquid investments with original maturities of three months or less and are principally stated at amortized cost. Short-term investments include investments with maturities of one year or less and greater than three months at the date of acquisition and are principally stated at amortized cost.

Policy loans are reported at unpaid principal balances.

Derivative instruments that meet the criteria to qualify for hedge accounting are accounted for in a manner consistent with the item hedged (i.e., amortized cost or fair value with the related net unrealized capital gains (losses) reported in unassigned surplus along with any adjustment for federal income taxes). Derivative instruments that are entered into for other than hedging purposes or that do not meet the criteria to qualify for hedge accounting are accounted for at fair value, and the related changes in fair value are recognized as net unrealized capital gains (losses) reported in unassigned surplus, net of any adjustments for federal income taxes. Embedded derivatives are not accounted for separately from the host contract.

Other invested assets consist of ownership interests in partnerships and limited liability corporations (“LLCs”) which are carried based on the underlying GAAP equity, with the exception of affordable housing tax credit properties, which are

F-9

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

carried at amortized cost. The related net unrealized capital gains (losses) are reported in unassigned surplus, net of any adjustments for federal income taxes.

Interest Maintenance and Asset Valuation Reserves: Under a formula prescribed by the NAIC, the Company defers the portion of realized capital gains (losses) on sales of fixed income investments, principally bonds and mortgage loans, and interest-related hedging activities that are attributable to changes in the general level of interest rates and amortizes those deferrals over the remaining period to maturity based on groupings of individual securities sold in five-year bands. That net deferral is reported as the interest maintenance reserve (“IMR”) in the accompanying Balance Sheets. Realized capital gains (losses) are reported in income, net of federal income tax and transferred to the IMR. The asset valuation reserve (“AVR”) provides a valuation allowance for invested assets. The AVR is determined by an NAIC prescribed formula with changes reflected directly in unassigned surplus.

Subsidiaries: The accounts and operations of the Company’s subsidiaries are not consolidated with the accounts and operations of the Company.

Goodwill: Goodwill is admitted subject to an aggregate limitation of 10% of the capital and surplus in the most recently filed quarterly statement, excluding EDP equipment, operating system software, net deferred tax assets, and net positive goodwill. Goodwill is amortized over the period the Company benefits economically, not to exceed 10 years. Goodwill held by non-insurance subsidiaries is assessed in accordance with GAAP, subject to certain limitations for holding companies and foreign insurance subsidiaries.

Separate Accounts: Separate account assets and liabilities reported in the accompanying Balance Sheets represent funds that are separately administered, principally for annuity contracts and variable life insurance policies, and for which the contract holder, rather than the Company, bears the investment risk. Separate account obligations are intended to be satisfied from separate account assets and not from assets of the general account. Separate accounts are generally reported at fair value. The operations of the separate accounts are not included in the Statements of Operations; however, income earned on amounts initially invested by the Company in the formation of new separate accounts is included in other revenue. Fees charged to contract holders, principally mortality, policy administration, and surrender charges are included in separate account administrative and contract fees. The assets in the separate accounts are not pledged to others as collateral or otherwise restricted. For the years ended December 31, 2014, 2013 and 2012, there were no gains (losses) on transfers of assets from the general account to the separate account.

Nonadmitted Assets: Certain assets designated as nonadmitted, principally furniture and equipment, past due agents’ balances, and other assets not specifically identified as an admitted asset within the NAIC SAP are excluded from the accompanying Balance Sheets and are charged directly to unassigned surplus.

Policy Acquisition Costs: The costs of acquiring and renewing business are expensed when incurred.

Policy Reserves: Reserves for life, long-term care, annuity, and deposit-type contracts are developed by actuarial methods and are determined based on interest rates, mortality tables and valuation methods prescribed by the NAIC that will provide, in the aggregate, reserves that are greater than or equal to the maximum of guaranteed policy cash values or the amounts required by the Insurance Department.

• The Company waives deduction of deferred fractional premiums on the death of lives insured and annuity contract holders and returns any premium beyond the date of death. Surrender values on policies do not exceed the corresponding benefit reserves. Additional reserves are established when the results of asset adequacy testing indicate the need for such reserves or the net premiums exceed the gross premiums on any insurance in-force. This includes asset adequacy testing required under NAIC Actuarial Guideline 38 Section 8D (“AG 38 8D”). The Company held gross reserves of $641 million and $325 million for the calculation required under AG 38 8D, of which $446 million and $0 million was ceded to Manulife Reinsurance Limited (“MRL”) under an existing coinsurance transaction at December 31, 2014 and 2013, respectively. At December 31, 2014 and 2013, the Company held reserves of $1,030 million and $1,018 million, respectively, on insurance in-force for which gross premiums were less than net premiums according to the standard of valuation set by the State of Michigan.

• Reserves for individual life insurance policies are maintained using the 1941, 1958, 1980, and 2001 Commissioner’s Standard Ordinary and American Experience Mortality Tables. Methods used include the net level premium method

F-10

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

principally for policies issued prior to 1978, a modified preliminary term method, and the Commissioner’s Reserve Valuation Method.

• Annuity and supplementary contracts with life contingency reserves are based principally on modifications of the 1937 Standard Annuity Table, the Group Annuity Mortality Tables for 1951, 1971, 1983, and 1994, the 1971 Individual Annuity Mortality Table, the 1983 Individual Annuity Mortality Table, and the 2000 Individual Annuity Mortality Table.

• Liabilities related to policyholder funds left on deposit with the Company are generally equal to fund balances.

• Long-term care reserves are generally calculated using the one-year preliminary term method based on various mortality, morbidity, and lapse tables.

• The mean reserve method is used to adjust the calculated terminal reserve to the appropriate reserve at December 31, 2014 or 2013. Mean reserves are determined by computing the terminal reserve for the plan at the rated age and assuming annual premiums have been paid as of the valuation date. For certain policies with substandard table ratings, mean reserves are based on rated mortality from 125% to 500% of standard rating; for certain policies with flat extra ratings, mean reserves are based on standard mortality rates increased by 1 to 25 deaths per thousand. An asset is recorded for deferred premiums, net of loading, to adjust the reserve for modal premium payments.

• For long-term care, the interpolated reserve method is used to adjust the calculated terminal reserve, and in addition an unearned premium reserve is held.

• Tabular interest, tabular less actual reserve released, and tabular costs have been determined by formula. Tabular interest on funds not involving life contingencies is calculated as one percent of the product of such valuation rate of interest times the mean of the amount of funds subject to such valuation rate of interest held at the beginning and end of the valuation year.

• From time to time, the Company finds it appropriate to modify certain required policy reserves because of changes in actuarial assumptions. Reserve modifications resulting from such determinations are recorded directly to unassigned surplus.

• Reserves for variable deferred annuity contracts are calculated in accordance with NAIC Actuarial Guideline 43, and primarily use the 1994 Minimum Guaranteed Death Benefit or Annuity 2000 tables. The reserve is based on the present value of accumulated losses from the perspective of the Company. The liability is evaluated under both a standard scenario and stochastic scenario, and the Company holds the higher of the standard or stochastic values.

Reinsurance: Reinsurance ceded contracts do 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 the reinsurance agreements. Failure of the reinsurers to honor their obligations could result in losses to the Company; consequently, estimates are established for amounts deemed or estimated to be uncollectible. To minimize its exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentration of credit risk arising from similar characteristics of the insurer.

Premiums, commissions, expense reimbursements, benefits, and reserves related to reinsured business are accounted for on bases consistent with those used in accounting for the original policies issued and the terms of the reinsurance contracts. Premiums ceded to other companies have been reported as a reduction of premium income. Amounts applicable to reinsurance ceded for future policy benefits, unearned premium reserves, and claim liabilities have been reported as reductions of these items.

The Company records a liability for unsecured policy reserves ceded to reinsurers not authorized in the State of Michigan to assume such business. Changes to those amounts are credited or charged directly to unassigned surplus. Policy and contract liabilities ceded to reinsurers have been reported as reductions of the related reserves. Commissions allowed by reinsurers on business ceded are reported as income when received. Investment income ceded includes separate account fee income, net investment income and realized investment and other gains (losses), which was ceded to the affiliated reinsurers. NAIC SAP

F-11

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

prescribes that no gain be recognized upon inception of a reinsurance treaty. The initial consideration is recorded directly to unassigned surplus and released into income over the life of the treaty.

Federal Income Taxes: Total federal income taxes are based upon the Company’s best estimate of its current and deferred tax assets or liabilities. Current tax expense is reported in the statements of operations as federal income tax expense if resulting from operations and within net unrealized capital gains (losses) if resulting from capital transactions. Changes in the balances of deferred taxes, which provide for book versus tax temporary differences, are subject to limitations and are reported within various lines within surplus. Accordingly, the reporting of statutory to tax temporary differences, such as reserves and policy acquisition costs, and of statutory to tax permanent differences, such as tax-exempt interest and tax credits, results in effective tax rates in the statements of operations that differ from the federal statutory tax rate.

Participating Insurance and Policyholder Dividends: Participating business represented approximately 26% and 27% of the Company’s aggregate reserve for life contracts at December 31, 2014 and 2013. The amount of policyholders’ dividends to be paid is approved annually by the Company’s Board of Directors. Policyholder dividends are recognized when declared rather than over the term of the related policies. The determination of the amount of policyholder dividends is complex and varies by policy type. In general, the aggregate amount of policyholders’ dividends is calculated based upon actual interest, mortality, morbidity, persistency, and expense experience for the year, as well as management’s judgment as to the appropriate level of statutory surplus to be retained by the Company. John Hancock Life Insurance Company (“JHLICO”) was a predecessor company that was merged into JHUSA on December 31, 2009. For additional information on the closed blocks, see the Closed Blocks Note.

Surplus Notes: Surplus notes are reported in capital and surplus, and the interest expense is not accrued unless approved for payment by the Insurance Department.

Statements of Cash Flow: Cash, cash equivalents and short-term investments in the statements of cash flow represent movements of cash and highly liquid debt investments with initial maturities of one year or less.

Premiums and Benefits: Premiums for whole, term, and universal life, long-term care, annuity policies, guaranteed interest, and group annuity contracts with any mortality and morbidity risk are recognized as revenue when due. Revenues for universal life and annuity policies with mortality or morbidity risk, except for guaranteed interest, term certain supplementary contracts, and funding agreements, consist of the entire premium received. Premiums received for annuity policies, guaranteed interest, funding agreements, variable universal life, and group annuity contracts without mortality or morbidity risk are recorded using deposit accounting and are credited directly to an appropriate policy reserve account, without recognizing premium revenue. Benefits incurred represent the total of death benefits paid, annuity benefits paid and the change in policy reserves.

Policy and Contract Claims: Policy and contract claims are determined on an individual-case basis for reported losses. Estimates of incurred but not reported losses are developed on the basis of past experience.

Guaranty Fund Assessments: Guaranty fund assessments are accrued when the Company receives knowledge of an insurance insolvency.

Reclassifications: Certain prior year amounts in the Company’s statutory-basis financial statements have been reclassified to conform to the current year financial statement presentation.

Variances Between NAIC SAP and GAAP: The more significant variances from GAAP are: (a) bonds would generally be reported at fair value; (b) changes in the fair value of derivative financial instruments would generally be reported as revenue unless deemed an effective hedge; (c) embedded derivatives would be bifurcated from the underlying contract or security and accounted for separately at fair value; (d) income recognition on partnerships and LLCs, which are accounted for under the equity method, would not be limited to the amount of cash distribution; (e) majority-owned noninsurance subsidiaries, variable interest entities where the Company is the primary beneficiary, and certain other controlled entities would be consolidated; (f) changes in the balances of deferred income taxes would generally be included in net income; (g) market value adjusted (“MVA”) annuity products would be reported in the general account of the Company; (h) all assets, subject to valuation allowances, would be recognized; (i) reserves would generally be based upon the net level premium method or the estimated gross margin method with estimates of future mortality, morbidity, persistency and interest; (j) reinsurance ceded, unearned ceded premium and unpaid ceded claims would be reported as an asset; (k) AVR and IMR would not be recorded; (l) changes to the mortgage loan valuation allowance would be reported in income; (m) surplus notes would be reported as

F-12

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

liabilities; (n) premiums received in excess of policy charges for universal life and annuity policies would not be recognized as premium revenue and benefits would represent the excess of benefits paid over the policy account value and interest credited to the account values; (o) certain acquisition costs, such as commissions and other variable costs, directly related to acquiring new business are charged to current operations as incurred, would generally be capitalized and amortized based on profit emergence over the expected life of the policies or over the premium payment period; and (p) changes in unrealized capital gains (losses) and foreign currency translations would be presented as other comprehensive income.

3. Permitted Statutory Accounting Practices

The financial statements of the Company are presented in conformity with accounting practices prescribed or permitted by the Insurance Division.

For determining the Company’s solvency under the State of Michigan’s insurance laws and regulations, the Insurance Department recognizes only statutory accounting practices prescribed or permitted by the State of Michigan for determining and reporting the financial condition and results of operations of the Company. NAIC SAP has been adopted as a component of prescribed or permitted practices by the State of Michigan. The Director has the authority to prescribe or permit other specific practices that deviate from prescribed practices.

As of December 31, 2014 and 2013, the Director had not prescribed or permitted the Company to use any accounting practices that would result in the Company’s income or financial position to deviate from NAIC SAP.

4. Accounting Changes

Accounting changes adopted to conform to the provisions of NAIC SAP are reported as changes in accounting principles. The cumulative effect of changes in accounting principles is reported as an adjustment to unassigned surplus in the period of the change in accounting principle. The cumulative effect is the difference between the amount of unassigned surplus at the beginning of the year and the amount of unassigned surplus that would have been reported at that date if the new accounting principle had been applied retrospectively.

Adoption of New Accounting Standards

In March 2014, the NAIC adopted updated guidance regarding derivatives. The new guidance permits a company to designate the Fed Funds Effective Swap Rate (also referred to as the “Overnight Index Swap Rate” or “OIS”) as the hedged risk (or benchmark interest rate) in both cash flow and fair values hedges. The updated guidance also removed the requirement that similar hedges designate the same benchmark rate. The adoption of this guidance did not impact the Company’s Balance Sheets or Statements of Operations.

Future Adoption of New Accounting Standards

In December 2014, the NAIC adopted Actuarial Guideline 48 (“AG 48”) which intends to bring uniformity to the regulation of XXX and AXXX business subject to life insurer-owned captive reinsurance arrangements. The guidance requires the appointed actuary of the ceding company to perform an analysis of the amount and type of assets backing collateral. AG 48’s actuarial method determines the amount of “high quality assets” which must back collateral and is based on calculations from the NAIC principle based reserving valuation manual. Certified reinsurers as well as licensed and accredited reinsurers with no permitted practices will be exempt from AG 48. Additionally, AG 48 does not apply to policies that were issued prior to January 1, 2015 and included in a reserve financing arrangement as of December 31, 2014. As such, the adoption of AG 48 is not expected to have any material impact on the Company’s Balance Sheets or Statements of Operations.

Reconciliation Between Audited Financial Statements and NAIC Annual Statements

There were no differences in net income (loss) or capital and surplus between the audited financial statements and the NAIC statements as filed as of and for the years ended December 31, 2014, 2013 and 2012.

F-13

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments

Bonds

The carrying value and fair value of the Company’s investments in bonds are summarized as follows:

	Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
December 31, 2014:
U.S. government and agencies	$	5,420	$	863	$	(1	)	$	6,282
States and political subdivisions		2,842		606		-			3,448
Foreign governments		2,849		205		(10	)		3,044
Corporate bonds		31,347		3,633		(140	)		34,840
Mortgage-backed and asset-backed securities		6,768		618		(49	)		7,337
Total bonds	$	49,226	$	5,925	$	(200	)	$	54,951
December 31, 2013:
U.S. government and agencies	$	6,988	$	90	$	(356	)	$	6,722
States and political subdivisions		2,721		213		(36	)		2,898
Foreign governments		3,000		137		(37	)		3,100
Corporate bonds		28,367		2,252		(574	)		30,045
Mortgage-backed and asset-backed securities		6,872		498		(108	)		7,262
Total bonds	$	47,948	$	3,190	$	(1,111	)	$	50,027

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2014, by contractual maturity, is as follows:

	Carrying Value		Fair Value
	(in millions)
Due in one year or less	$	1,399	$	1,429
Due after one year through five years		6,929		7,287
Due after five years through ten years		7,282		7,645
Due after ten years		26,848		31,253
Mortgage-backed and asset-backed securities		6,768		7,337
Total	$	49,226	$	54,951

The expected maturities in the foregoing table may differ from the contractual maturities because certain borrowers have the right to call or prepay obligations with or without call or prepayment penalties.

The Company maintains assets which are pledged as collateral in connection with various agreements and transactions. Additionally, the Company holds assets on deposit with government authorities as required by state law. The following table summarizes the carrying value or fair value, as applicable, of the pledged or deposited assets:

F-14

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

	December 31,
	2014		2013
	(in millions)
At fair value:
Bonds pledged in support of over-the-counter derivative instruments	$	125	$	831
Bonds pledged in support of exchange-traded futures		498		264
Bonds and cash pledged in support of cleared interest rate swaps		551		253
Total fair value	$	1,174	$	1,348
At carrying value:
Bonds on deposit with government authorities	$	16	$	26
Mortgage loans pledged in support of real estate		45		47
Bonds held in trust		132		92
Pledged collateral under reinsurance agreements		2,800		2,510
Total carrying value	$	2,993	$	2,675

At December 31, 2014 and 2013, the Company held below investment grade corporate bonds of $2,096 million and $2,428 million, with an aggregate fair value of $2,197 million and $2,551 million, respectively. The Company performs periodic evaluations of the relative credit standing of the issuers of these bonds.

The Company has a process in place to identify securities that could potentially have an impairment that is other-than-temporary. This process involves monitoring market events that could impact issuers’ credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, financial statements, revenue forecasts, and cash flow projections as indicators of credit issues.

At the end of each quarter, the MFC Loan Review Committee reviews all securities where there is evidence of impairment or a significant unrealized loss at the Balance Sheet date. Generally, securities with market value less than 60 percent of amortized cost for six months or more indicate an impairment is present. Accordingly, securities in this category are normally deemed impaired unless there is clear evidence they should not be impaired. The analysis focuses on each company’s or project’s ability to service its debts in a timely fashion and the length of time the security has been trading below amortized cost. The results of this analysis are reviewed by the Transaction and Portfolio Review Committee at MFC. This committee includes MFC’s Chief Financial Officer, Chief Investment Officer, Chief Risk Officer, Chief Credit Officer, and other senior management. This quarterly process includes a fresh assessment of the credit quality of each investment in the entire fixed maturity security portfolio.

The Company considers relevant facts and circumstances in evaluating whether the impairment of a security is other-than-temporary. Relevant facts and circumstances considered include (1) the length of time the fair value has been below cost; (2) the financial position of the issuer, including the current and future impact of any specific events; and (3) the Company’s ability and intent to hold the security to maturity or until it recovers in value. To the extent the Company determines that a security, other than loan-backed and structured securities, is deemed to be other-than-temporarily impaired, the difference between amortized cost and fair value would be charged to income. For loan-backed and structured securities in an unrealized loss position, where the Company does not intend to sell or is not likely to be required to sell the security, the Company calculates an other-than-temporary impairment loss by subtracting the net present value of the projected future cash flows of the security from the amortized cost of the security. The net present value is calculated by discounting the Company’s best estimate of projected future cash flows at the effective interest rate implicit in the debt security prior to impairment. The projection of future cash flows is subject to the same analysis the Company applies to its overall impairment evaluation process, as noted above, which incorporates security specific information such as late payments, downgrades by rating agencies, key financial ratios, financial statements, and fundamentals of the industry and geographic area in which the issuer operates, as well as overall macroeconomic conditions. The cash flow estimates, including prepayment assumptions, are based on data from third-party data sources or internal estimates, and are driven by assumptions regarding the underlying collateral, including default rates, recoveries, and changes in value.

There are a number of significant risks and uncertainties inherent in the process of monitoring impairments and determining if impairment is other-than-temporary. These risks and uncertainties include (1) the risk that the Company’s assessment of an

F-15

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

issuer’s ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer; (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated; (3) the risk that fraudulent information could be provided to the Company’s investment professionals who determine the fair value estimates and other-than-temporary impairments; and (4) the risk that new information obtained by the Company or changes in other facts and circumstances lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to income in a future period.

The impact of Other-Than-Temporary Impairments (OTTI) on Carrying Values (CV), including the Present Value (PV) of Cash Flows (CF) less than Book Value (BV), is as follows:

	December 31, 2014
	CV Before OTTI		Interest OTTI		Credit OTTI		CV After OTTI		Fair Value
	(in millions)
Aggregate PV of CFs less than BV	$	33	$	-	$	5	$	28	$	28
Aggregate intent to sell		-		-		-		-		-
Aggregate lack of intent or inability to sell		-		-		-		-		-
Total	$	33	$	-	$	5	$	28	$	28
	December 31, 2013
	CV Before OTTI		Interest OTTI		Credit OTTI		CV After OTTI		Fair Value
	(in millions)
Aggregate PV of CF’s less than BV	$	106	$	8	$	50	$	56	$	48
Aggregate intent to sell		-		-		-		-		-
Aggregate lack of intent or inability to sell		-		-		-		-		-
Total	$	106	$	8	$	50	$	56	$	48

F-16

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

The following tables disclose the impact of Other-Than-Temporary Impairments (OTTI) on Carrying Values (CV), including the Net Present Value (NPV) of Projected Cash Flows (CF) less than Book Value (BV) by CUSIP:

Year Ended December 31, 2014

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair         Value
00075XAE7	$	1	$	1	$	-	$	1	$	1
12669FUY7		-		-		-		-		-
361849RK0		15		14		1		14		14
126670AJ7		-		-		-		-		-
126673WJ7		-		-		-		-		-
126673WK4		-		-		-		-		-
12669ERQ1		4		3		1		3		3
12669FD67		-		-		-		-		-
50180LAP5		4		3		1		3		3
55265KS42		-		-		-		-		-
75970NAR8		1		1		-		1		1
75970NBK2		1		1		-		1		1
126673WJ7		-		-		-		-		-
12669FD59		2		1		1		1		1
55265KS34		1		1		-		1		1
59020UAZ8				-		-		-		-
75970NAR8		1		1		-		1		1
75970NBK2		-		-		-		-		-
94981QAZ1		-		-		-		-		-
50180LAP5		3		2		1		2		2
75970NBK2		-		-		-		-		-
Total	$	33	$	28	$	5	$	28	$	28

F-17

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Year Ended December 31, 2013

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair         Value
03927RAC8	$	1	$	-	$	1	$	-	$	-
07387BEN9		1		-		-		-		-
12669E7D2		1		-		-		-		-
20047NAM4		2		-		2		-		-
22541SWR5		3		-		3		-		-
22608WAP4		7		-		6		-		-
36170UCA7		1		-		1		-		-
36170UCR0		1		-		1		-		-
36828QLA2		3		2		1		2		1
396789KD0		6		5		2		5		3
46625M7D5		1		1		-		1		1
46625YBQ5		2		1		1		1		1
48123HAA1		7		3		4		3		3
50211NAG4		6		-		6		-		-
52108H3R3		1		-		1		-		-
55265KS42		1		1		-		1		-
949808BE8		1		-		-		-		-
07388NAH9		7		5		3		5		5
396789KD0		5		3		3		3		3
46625YDU4		4		1		3		1		1
55265KS42		1		1		-		1		1
75970NBK2		1		1		1		1		1
00764MDY0		3		2		-		2		2
396789KD0		2		1		1		1		1
46625YDS9		6		4		3		4		4
52108HL28		13		9		4		9		5
07383F4H8		3		2		1		2		2
07388NAH9		5		5		-		5		5
07388PAL5		5		4		1		4		4
52108HL28		6		5		1		5		5
Total	$	106	$	56	$	50	$	56	$	48

F-18

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

All impaired securities which have fair value less than cost or amortized cost, for which an other-than-temporary impairment has not been recognized in income as a realized loss, including securities with a recognized other-than-temporary impairment for non-interest related declines when a non-recognized interest related impairment remains:

	December 31,
	2014		2013
	(in millions)
Continuous Unrealized Losses
Less than 12 months	$	-	$	(1)
12 months or longer		-		-
Fair Value of Securities with Continuous Unrealized Losses
Less than 12 months		3		7
12 months or longer		4		2

F-19

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

The following table shows gross unrealized losses and fair values of bonds, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position:

	Less than 12 months					12 months or more					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
						(in millions)
December 31, 2014:
U.S. government and agencies	$	94	$	-		$	58	$	(1	)	$	152	$	(1	)
States and political subdivisions		8		-			8		-			16		-
Foreign governments		80		-			52		(10	)		132		(10	)
Corporate bonds		2,033		(45	)		2,651		(95	)		4,684		(140	)
Mortgage-backed and asset-backed securities		412		(8	)		459		(41	)		871		(49	)
Total	$	2,627	$	(53	)	$	3,228	$	(147	)	$	5,855	$	(200	)
	Less than 12 months					12 months or more					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
						(in millions)
December 31, 2013:
U.S. government and agencies	$	4,485	$	(283	)	$	301	$	(73	)	$	4,786	$	(356	)
States and political subdivisions		405		(21	)		65		(15	)		470		(36	)
Foreign governments		1,738		(25	)		284		(12	)		2,022		(37	)
Corporate bonds		6,654		(376	)		1,528		(198	)		8,182		(574	)
Mortgage-backed and asset-backed securities		1,268		(40	)		589		(68	)		1,857		(108	)
Total	$	14,550	$	(745	)	$	2,767	$	(366	)	$	17,317	$	(1,111	)

At December 31, 2014 and 2013, there were 574 and 945 bonds that had a gross unrealized loss, of which the single largest unrealized loss was $12 million and $87 million, respectively. The Company anticipates that these bonds will perform in accordance with their contractual terms and the Company currently has the ability and intent to hold these bonds until they recover or mature. Unrealized losses can be created by rising interest rates or by rising credit concerns and hence widening credit spreads. Credit concerns are apt to play a larger role in the unrealized loss on below investment grade securities. Unrealized losses on investment grade securities principally relate to changes in interest rates or changes in credit spreads since the securities were acquired. Credit rating agencies’ statistics indicate that investment grade securities have been found to be less likely to develop credit concerns.

For the years ended December 31, 2014, 2013 and 2012, realized capital losses include $24 million, $88 million, and $108 million related to bonds that have experienced an other-than-temporary decline in value and were comprised of 21, 43, and 78 securities, respectively. These are primarily made up of impairments on public and private bonds and sub-prime mortgage-backed securities.

The total recorded investment in restructured corporate bonds at December 31, 2014, 2013 and 2012 was $17 million, $0 million, and $0 respectively. There were 2, 0, and 0 restructured corporate bonds for which an impairment was recognized during 2014, 2013 and 2012, respectively. The Company accrues interest income on impaired securities to the extent deemed

F-20

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

collectible and the loan continues to perform under its original or restructured contractual terms. Interest income on non-performing loans generally is recognized on a cash basis.

The sales of investments in bonds resulted in the following:

	December 31,
	2014			2013			2012
	(in millions)
Proceeds	$	18,292		$	14,555		$	14,297
Realized gross gains		579			244			529
Realized gross losses		(111	)		(483	)		(79	)

The Company had no nonadmitted accrued investment income from bonds (unaffiliated) at December 31, 2014 and 2013.

Affiliate Transactions

In 2014, JHUSA sold certain bonds to an affiliate, MLI. These bonds had a book value of $178 million and a fair value of $206 million at the date of the transaction. The Company recognized $28 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA sold certain bonds to an affiliate, Manufacturers International Limited (Hong Kong) (“MIL”). These bonds had a book value of $371 million and a fair value of $433 million in exchange for certain bonds from MIL with a book value of $389 million and fair value of $435 million at the date of the transaction. The Company recognized $62 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA sold certain bonds to an affiliate, John Hancock Reassurance Company Limited (“JHRECO”). These bonds had a book value of $244 million and fair value of $284 million in exchange for certain bonds from JHRECO with a book value of $282 million and fair value of $291 million at the date of the transaction. The Company recognized $41 million in pre-tax realized gains which was deferred in IMR.

In 2014, JHUSA acquired certain and sold certain bonds from an affiliate, JHNY. These bonds had a net book value of $165 million and a fair value of $188 million at the date of the transactions. The Company recognized $1 million in pre-tax realized gains before transfer to IMR.

In 2014, JHUSA acquired certain bonds from an affiliate, JHLH. These bonds had a book value of $69 million and a fair value of $72 million at the date of the transaction.

In 2013, JHUSA sold certain bonds to an affiliate, Manulife International Limited. These bonds had a book value of $397 million and a fair value of $454 million at the date of the transaction. The Company recognized $57 million in pre-tax realized gains before transfer to IMR.

In 2013, JHUSA sold certain bonds to an affiliate, JHRECO. These bonds had a book value of $184 million and a fair value of $181 million at the date of the transaction. The Company recognized $3 million in pre-tax realized losses before transfer to IMR.

In 2013, JHUSA sold certain and acquired certain bonds from an affiliate, MLI (Bermuda Branch). The bonds had a net book value of $338 million and a fair value of $372 million at the date of the transaction. The Company recognized $27 million in pre-tax realized gains before transfer to IMR.

F-21

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Preferred and Common Stocks

Unrealized gains and losses on investments in preferred and common stocks are reported directly in unassigned surplus and do not affect operations. The gross unrealized gains and losses on, and the cost and fair values of, those investments are summarized as follows:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
December 31, 2014:
Preferred stocks:
Nonaffiliated	$	29	$	18	$	(1)	$	46
Affiliates		3		-		(3)		-
Common stocks:
Nonaffiliated		420		71		(14)		477
Affiliates*		971		1,947		(7)		2,911
Total stocks	$	1,423	$	2,036	$	(25)	$	3,434
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
December 31, 2013:
Preferred stocks:
Nonaffiliated	$	35	$	17	$	(2)	$	50
Affiliates		3		-		(3)		-
Common stocks:
Nonaffiliated		290		60		(7)		343
Affiliates*		952		1,922		(8)		2,866
Total stocks	$	1,280	$	1,999	$	(20)	$	3,259

* Affiliates — fair value represents the carrying value

At December 31, 2014 and 2013, there were 134 and 110 nonaffiliated equity securities that had a gross unrealized loss excluding securities that have been written down to zero. The single largest unrealized loss was $3 million and $3 million at December 31, 2014 and 2013, respectively. The Company anticipates that these equity securities will recover in value in the near term.

The Company has a process in place to identify equity securities that could potentially have an impairment that is other-than-temporary. The Company considers relevant facts and circumstances in evaluating whether the impairment of a security is other-than-temporary. Relevant facts and circumstances include (1) the length of time the fair value has been below cost; (2) the financial position of the issuer; and (3) the Company’s ability and intent to hold the security until it recovers. To the extent the Company determines that a security is deemed to be other-than-temporarily impaired, the difference between book value and fair value would be charged to income.

For the years ended December 31, 2014, 2013 and 2012, realized capital losses include $2 million, $5 million, $5 million and related to preferred and common stocks that have experienced an other-than-temporary decline in value and were comprised of 33, 69, and 124 securities, respectively. These are primarily made up of impairments on public and private common stocks.

F-22

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Mortgage Loans on Real Estate

At December 31, 2014 and 2013, the mortgage loan portfolio was diversified by geographic region and specific collateral property type as displayed below. The Company controls credit risk through credit approvals, limits, and monitoring procedures.

December 31, 2014:
Property Type	Carrying Value		Geographic Concentration	Carrying Value
	(in millions)			(in millions)
Apartments	$	2,136	East North Central	$	1,394
Industrial		920	East South Central		83
Office buildings		3,347	Middle Atlantic		1,997
Retail		3,209	Mountain		511
Agricultural		405	New England		682
Agribusiness		516	Pacific		3,310
Mixed use		22	South Atlantic		2,459
Other		974	West North Central		468
Allowance		(10)	West South Central		533
			Canada / Other		92
			Allowance		(10)
Total mortgage loans on real estate	$	11,519	Total mortgage loans on real estate	$	11,519

December 31, 2013:
Property Type	Carrying Value			Geographic Concentration	Carrying Value
	(in millions)				(in millions)
Apartments	$	2,001		East North Central	$	1,396
Industrial		997		East South Central		142
Office buildings		3,914		Middle Atlantic		2,148
Retail		3,261		Mountain		530
Agricultural		441		New England		844
Agribusiness		666		Pacific		3,704
Mixed use		21		South Atlantic		2,422
Other		930		West North Central		391
Allowance		(10	)	West South Central		553
				Canada / Other		101
				Allowance		(10	)
Total mortgage loans on real estate	$	12,221		Total mortgage loans on real estate	$	12,221

The aggregate mortgages outstanding to any one borrower do not exceed $240 million.

During 2014, the respective maximum and minimum lending rates for mortgage loans issued were 4.64% and 2.18% for agricultural loans and 5.40% and 3.62% for commercial loans. The Company issued no purchase money mortgages in 2014 and 2013. At the issuance of a loan, the percentage of any one loan to value of security, exclusive of insured, guaranteed, or purchase money mortgages does not exceed 75%. Impaired mortgage loans without an allowance for credit losses were $0 million, $0 million, and $0 million at December 31, 2014, 2013 and 2012, respectively. The average recorded investment in impaired loans was $41 million, $60 million, and $90 million at December 31, 2014, 2013 and 2012, respectively. The Company recognized $3 million, $0 million, and $5 million of interest income during the period the loans were impaired for the years ended December 31, 2014, 2013 and 2012, respectively.

F-23

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Generally, the terms of the restructured mortgage loans call for the Company to receive some form or combination of an equity participation in the underlying collateral, excess cash flows or an effective yield at the maturity of the loans sufficient to meet the original terms of the loans. There are no contractual commitments made to extend credit to debtors owning receivables whose terms have been modified in troubled debt restructurings. The Company accrues interest income on impaired loans to the extent deemed collectible and the loan continues to perform under its original or restructured contractual terms. Interest income on non-performing loans generally is recognized on a cash basis.

The following table provides a reconciliation of the beginning and ending balances for allowance for losses for the periods indicated.

	2014			2013			2012
	(in millions)
Balance at beginning of year	$	10		$	19		$	36
Additions, net		10			13			20
Recoveries of amounts previously charged off		(10	)		(22	)		(37	)
Balance at end of year	$	10		$	10		$	19

For mortgage loans, the Company evaluates credit quality through regular monitoring of credit related exposures, considering both qualitative and quantitative factors in assigning an internal risk rating (“IRR”). These ratings are updated at least annually.

The carrying value of mortgage loans by IRR was as follows:

	December 31,
	2014		2013
	(in millions)
AAA	$	436	$	357
AA		1,594		1,470
A		4,141		3,965
BBB		4,979		5,896
BB		267		403
B and lower and unrated		102		130
Total	$	11,519	$	12,221

Real Estate

The composition of the Company’s investment in real estate is summarized as follows:

	December 31,
	2014			2013
	(in millions)
Properties occupied by the company	$	374			$      372
Properties held for the production of income		5,764			5,658
Properties held for sale		-			185
Less accumulated depreciation		(635	)		(606	)
Total	$	5,503			$   5,609

The Company recorded $0 million, $0 million, and $3 million of impairments on real estate investments during the years ended December 31, 2014, 2013 and 2012, respectively.

F-24

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

In 2014, JHUSA acquired real estate from an affiliate, JHNY. The real estate had a book value of approximately $32 million and was recorded at fair value of approximately $33 million at the date of the transaction.

On December 12, 2014, the Company announced it entered into an arrangement with Allianz to co-invest up to $1 billion in the U.S. real estate market. As part of this arrangement, the Company sold 100% of certain real estate holding to an unaffiliated joint venture limited partnership (“LP”) in return for cash and a 20% equity interest in the LP. These properties have a book value of $343 million and fair value of $545 million, which resulted in a gain to operations of $161 million (after 20% deferral of realized gain). Going forward, the Company will provide the LP with property management services and through a wholly-owned subsidiary will provide the LP with asset management services.

Other Invested Assets

The Company had no investments in partnerships or LLCs that exceed 10% of its admitted assets at December 31, 2014 and 2013.

Other invested assets primarily consist of investments in partnerships and LLCs. The Company recorded $3 million, $0 million, and $3 million of impairments on partnerships and limited liability companies during the years ended December 31, 2014, 2013 and 2012, respectively. A periodic review of projected discounted cash flows was performed and the analysis provided evidence of the resulting impairments.

Other

The subprime lending sector, also referred to as B-paper, near-prime, or second chance lending, is the sector of the mortgage lending industry which lends to borrowers who do not qualify for prime market interest rates because of poor or insufficient credit history.

For purposes of this disclosure, subprime exposure is defined as the potential for financial loss through direct investment, indirect investment, or underwriting risk associated with risk from the subprime lending sector. For purposes of this note, subprime exposure is not limited solely to the risk associated with holding direct mortgage loans, but also includes any indirect risk through investments in asset-backed or structured securities, hedge funds, common stock, subsidiaries and affiliates, and insurance product issuance.

Although it can be difficult to determine the indirect risk exposures, it should be noted that not only does it include expected losses, it also includes the potential for losses that could occur due to significantly depressed fair value of the related assets in an illiquid market.

The Company had no direct exposure through investments in subprime mortgage loans as of December 31, 2014 or 2013.

Management considers several factors when classifying a structured finance or residential mortgage-backed security holding as “subprime” or placing a security in the highest risk category. These factors include the transaction’s weighted average FICO or credit score, loan-to-value ratio (LTV), geographic composition, lien position, loan purpose, and loan documentation.

The Company has entered into certain repurchase agreements with an aggregate carrying value of $0 million and $0 million as of December 31, 2014 and 2013, respectively. For such agreements, the Company agrees to a specified term, price, and interest rate through the date of the repurchase.

The Company’s practice is to require a minimum of 102% of the fair value of securities loaned under securities lending agreements to be maintained as non-cash collateral. Positions are marked to market and adjusted on a daily basis to ensure the 102% margin requirement is maintained. Any cash collateral received is not re-invested nor is a rebate paid to the lending counterparty. There were no securities on loan as of December 31, 2014 and 2013.

F-25

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Net Investment Income and Net Realized and Other Gains (Losses)

Major categories of the Company’s net investment income are summarized as follows:

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Income:
Bonds	$	2,378		$	2,577		$	2,406
Preferred stocks		2			-			-
Common stocks		76			4			4
Mortgage loans on real estate		738			730			776
Real estate		669			605			537
Policy loans		287			283			290
Cash, cash equivalents and short-term investments		7			5			6
Other invested assets		464			620			548
Derivatives		452			464			346
Other income		23			25			23
Total investment income		5,096			5,313			4,936
Expenses
Investment expenses		(516	)		(493	)		(472	)
Investment taxes, licenses and fees, excluding federal income taxes		(85	)		(83	)		(68	)
Investment interest expense		(91	)		(97	)		(103	)
Depreciation on real estate and other invested assets		(107	)		(89	)		(72	)
Total investment expenses		(799	)		(762	)		(715	)
Net investment income	$	4,297		$	4,551		$	4,221
Realized capital losses and amounts transferred to the IMR are as follows:
	Years Ended December 31,
	2014			2013			2012
	(in millions)
Realized capital gains (losses)	$	431		$	(1,701	)	$	(591	)
Less amount transferred to the IMR (net of related tax benefit (expense) of $(66) in 2014, $(8) in 2013, and $334 in 2012)		123			(16	)		621
Realized capital gains (losses) before tax		308			(1,685	)		(1,212	)
Less federal income taxes on realized capital gains (losses) before effect of transfer to the IMR		382			108			354
Net realized capital gains (losses)	$	(74	)	$	(1,793	)	$	(1,566	)

6. Derivatives

Derivatives are financial contracts, the value of which is derived from underlying interest rates, foreign exchange rates, credit, equity price movements, indices or other market risks arising from on-balance sheet financial instruments and selected anticipated transactions. The Company uses derivatives including swaps, forward and futures agreements, floors, and options to manage current and anticipated exposures to changes in interest rates, foreign exchange rates, credit and equity market prices.

F-26

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

Over-the-counter (“OTC”) swaps are contractual agreements between the Company and a counterparty 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.

Cleared interest rate swaps are contractual agreements between the Company and a counterparty whereby the transaction must be cleared through a central clearing house, and subject to mandatory margin and reporting requirements.

Forward and futures agreements are contractual obligations to buy or sell a financial instrument or foreign currency 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.

Interest rate floors are contracts with counterparties which require payment of a premium for the right to receive payments when the market interest rate on specified future dates falls below the agreed upon strike price. Interest rate treasury lock contracts are customized agreements securing current interest rates on Treasury securities for payment on a future date.

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.

Types of Derivatives and Derivative Strategies

Interest Rate Contracts. The Company uses interest rate futures contracts, OTC interest rate swap agreements, cleared interest rate swap agreements, pre-payable interest rate swap agreements, and interest rate treasury locks as part of its overall strategies of managing the duration of assets and liabilities or the average life of certain asset portfolios to specified targets. Interest rate swap agreements are contracts with counterparties to exchange interest rate payments of a differing character (i.e., fixed-rate payments exchanged for variable-rate payments) based on an underlying principal balance (notional principal). The net differential to be paid or received on interest rate swap agreements is accrued and recognized as a component of net investment income.

The Company uses interest rate swap agreements in effective hedge accounting relationships. These derivatives hedge the variable cash flows associated with future fixed income asset acquisitions, which will support the Company’s long-term care and life insurance businesses. These agreements will reduce the impact of future interest rate changes on the cost of acquiring adequate assets to support the investment income assumptions used in pricing these products.

The Company also uses interest rate swap agreements in effective hedge accounting relationships designed to hedge the variable cash flows associated with payments that it will receive on certain floating rate bonds.

In addition, the Company uses interest rate swap agreements in effective hedge accounting relationships to hedge the risk of changes in fair value of fixed rate assets and liabilities arising from changes in benchmark interest rates.

The Company also enters into basis swaps to better match the cash flows from assets and related liabilities. Basis swaps are included in interest rate swaps for disclosure purposes. The Company utilizes basis swaps in other hedging relationships.

Inflation swaps are used to reduce inflation risk generated from inflation-indexed liabilities. Inflation swaps are classified within interest rate swaps for disclosure purposes. The Company utilizes inflation swaps in effective hedge accounting relationships and other hedging relationships.

The Company uses exchange-traded interest rate futures primarily to hedge mismatches between the duration of assets in a portfolio and the duration of liabilities supported by those assets, to hedge against changes in value of securities the Company owns or anticipates acquiring, and to hedge against changes in interest rates on anticipated liability issuances by replicating U.S. Treasury or swap curve performance. The Company utilizes exchange-traded interest rate futures in other hedging relationships.

F-27

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The Company also purchases interest rate floors primarily to protect against interest rate exposure arising from mismatches between assets and liabilities (duration mismatches). The Company utilizes interest rate floors in other hedging relationships.

Foreign Currency Contracts. Foreign currency derivatives, including foreign currency swaps, foreign currency forwards, and foreign currency futures are used by the Company to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies.

Cross currency rate swap agreements are used to manage the Company’s exposure to foreign exchange rate fluctuations, interest rate fluctuations, or both, on foreign currency financial instruments. Cross currency rate swap agreements are contracts to exchange the currencies of two different countries at the same rate of exchange at specified future dates. The net differential to be paid or received on cross currency rate swap agreements is accrued and recognized as a component of net investment income.

Under foreign currency forwards, the Company agrees with other parties to deliver a specified amount of an identified currency at a specified future date. Typically, the price is agreed upon at the time of the contract and payment for such a contract is made at the specified future date. The maturities of these forwards correspond with the future periods in which the foreign currency transactions are expected to occur. The Company utilizes currency forwards in effective hedge accounting relationships and other hedging relationships.

Foreign currency futures are contractual obligations to buy or sell a foreign currency on a predetermined future date at a specified price. These contracts are standardized contracts traded on an exchange. The Company utilizes foreign exchange futures in other hedging relationships.

Equity Market Contracts. Total return swaps are contracts that involve the exchange of payments based on changes in the value of a reference asset, including any returns such as interest earned on these assets, in exchange for amounts based on reference rates specified in the contract. The Company utilizes total return swaps in effective hedge accounting relationships and other hedging relationships.

Equity index options are contractual agreements whereby the holder has the right, but not the obligation, to buy (call option) or sell (put option) an underlying equity market index on or before a specified future date at a specified price. The Company utilizes equity index options that are exchange-traded in other hedging relationships.

Equity index futures contracts are contractual obligations to buy or sell a specified amount of an underlying equity index at an agreed contract price on a specified date. Equity index futures are contracts with standard amounts and settlement dates that are traded on regulated exchanges. The Company utilizes equity index futures in other hedging relationships.

Credit Contracts. The Company manages credit risk through the issuance of credit default swaps (“CDS”). 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.

Replication Synthetic Assets. Replication synthetic asset transactions (“RSATs”) are derivative transactions made in combination with a cash instrument in order to reproduce the investment characteristic of an otherwise permissible investment. The Company uses interest rate swaps and credit default swaps in these transactions when direct investments are either too expensive to acquire or otherwise unavailable in the market. Such derivatives can only be RSATs and not hedging vehicles.

F-28

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The table below provides a summary of the gross notional amount and fair value of derivatives contracts for all derivatives in effective hedge accounting relationships, other hedging relationships, and RSATs:

		December 31, 2014
		Notional Amount		Carrying Value Assets		Carrying Value Liabilities		Fair Value Assets		Fair Value Liabilities
		(in millions)
Effective Hedge Accounting Relationships
Fair value hedges	Interest rate swaps	$	5,461	$	-	$	1	$	496	$	641
	Foreign currency swaps		169		1		29		-		62
Cash flow hedges	Interest rate swaps		12,053		-		-		1,543		263
	Foreign currency swaps		1,640		29		15		266		261
	Foreign currency forwards		102		-		-		-		4
	Equity total return swaps		27		-		-		6		-
Total Derivatives in Effective Hedge Accounting Relationships		$	19,452	$	30	$	45	$	2,311	$	1,231
Other Hedging Relationships
	Interest rate swaps	$	128,704	$	9,059	$	5,154	$	9,059	$	5,154
	Interest rate treasury locks		6,323		938		-		938		-
	Interest rate options		3,362		93		-		93		-
	Interest rate futures		3,697		-		-		-		-
	Foreign currency swaps		978		43		30		43		30
	Foreign currency forwards		43		4		-		4		-
	Foreign currency futures		1,775		-		-		-		-
	Equity total return swaps		31		11		-		11		-
	Equity options		3,940		277		-		277		-
	Equity index futures		8,323		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	157,176	$	10,425	$	5,184	$	10,425	$	5,184
Replication Synthetic Asset Transactions
	Interest rate swaps	$	1,040	$	-	$	-	$	61	$	-
	Credit default swaps		315		3		-		6		-
Total Derivatives in Replication Synthetic Asset Transactions		$	1,355	$	3	$	-	$	67	$	-
Total Derivatives		$	177,983	$	10,458	$	5,229	$	12,803	$	6,415

F-29

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

		December 31, 2013
		Notional Amount		Carrying Value Assets		Carrying Value Liabilities		Fair Value Assets		Fair Value Liabilities
		(in millions)
Effective Hedge Accounting Relationships
Fair value hedges	Interest rate swaps	$	7,847	$	-	$	1	$	416	$	528
	Foreign currency swaps		184		-		49		-		85
Cash flow hedges	Interest rate swaps		14,439		-		-		910		670
	Foreign currency swaps		1,666		51		93		52		121
	Foreign currency forwards		125		-		-		-		1
	Equity total return swaps		29		-		-		15		-
Total Derivatives in Effective Hedge Accounting Relationships		$	24,290	$	51	$	143	$	1,393	$	1,405
Other Hedging Relationships
	Interest rate swaps	$	106,050	$	5,299	$	3,436	$	5,299	$	3,436
	Interest rate treasury locks		5,425		-		385		-		385
	Interest rate options		2,683		21		-		21		-
	Interest rate futures		2,687		-		-		-		-
	Foreign currency swaps		1,274		65		82		65		82
	Foreign currency forwards		11		-		-		-		-
	Foreign currency futures		968		-		-		-		-
	Equity total return swaps		31		21		-		21		-
	Equity options		3,228		248		-		248		-
	Equity index futures		4,465		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	126,822	$	5,654	$	3,903	$	5,654	$	3,903
Replication Synthetic Asset Transactions
	Interest rate swaps	$	-	$	-	$	-	$	-	$	-
	Credit default swaps		315		4		-		8		-
Total Derivatives in Replication Synthetic Asset Transactions		$	315	$	4	$	-	$	8	$	-
Total Derivatives		$	151,427	$	5,709	$	4,046	$	7,055	$	5,308

Hedging Relationships

The Company generally does not enter into derivative contracts for speculative purposes. In certain circumstances, these hedges also meet the requirements for hedge accounting and are reported in a manner consistent with the hedged asset or liability. For the years ended December 31, 2014, 2013 and 2012, respectively, the Company recorded unrealized gains of $1,215 million, $168 million, and $750 million, respectively, related to derivatives that no longer qualify for hedge accounting.

Fair Value Hedges. The Company uses interest rate swaps to manage its exposure to changes in fair value of fixed-rate financial instruments caused by changes in interest rates. The Company also uses cross currency swaps and currency forwards to manage its exposure to foreign exchange rate fluctuations and interest rate fluctuations.

Cash Flow Hedges. The Company uses interest rate swaps and interest rate treasury locks to hedge the variability in cash flows from variable rate financial instruments and forecasted transactions. The Company also uses cross currency swaps and forward agreements to hedge currency exposure on foreign currency financial instruments and foreign currency denominated

F-30

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

expenses, respectively. 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.

In 2012, the Company de-designated $1.6 billion (notional principal) of forward-starting interest rate swaps for the life insurance business. The de-designation of these interest rate swaps resulted in an increase to unassigned surplus of $288 million, net of tax, as of December 31, 2012.

In 2014, the Company concluded that a portion of the hedged transactions for its long-term care business and life insurance business were probable not to occur resulting in the de-designation of $2.7 billion (notional principal) of forward-starting interest rate swaps. The de-designation of these interest rate swaps resulted in an increase to unrealized capital gains (losses) of $445 million, net of tax. In addition as part of our affiliate reinsurance agreement with JHRECO, we were required as part of the net investment income component of the treaty settlement calculation to cede $440 million, net of tax, and therefore the overall impact of this transaction was not material to capital and surplus.

For the year ended December 31, 2014, all of the Company’s hedged forecast transactions qualified as cash flow hedges and no cash flow hedges were discontinued because it was probable that the original forecasted transactions would occur by the end of the originally specified time period documented at inception of the hedging relationship.

The maximum time frame for which variable cash flows are hedged is 32 years.

Derivatives Not Designated as Hedging Instruments in Effective Hedge Accounting or RSAT Relationships. The Company enters into interest rate swap agreements, cancelable interest rate swap agreements, and interest rate futures contracts to manage interest rate risk, total return swap agreements to manage equity risk, and CDS to manage credit risk. The Company also uses interest rate treasury locks and interest rate floor agreements to manage exposure to interest rates without designating the derivatives as hedging instruments. Interest rate floor agreements hedge the interest rate risk associated with minimum interest rate guarantees in certain life insurance and annuity businesses.

The Company offers certain variable annuity products with a guaranteed minimum withdrawal benefit (“GMWB”) and guaranteed minimum death benefit (“GMDB”). These guarantees are effectively an embedded option on the basket of mutual funds offered to contract holders. The Company manages a hedging program to reduce its exposure to certain contracts with the GMWB and GMDB guarantees. This dynamic hedging program uses interest rate swap agreements, equity index futures (including but not limited to the Dow Jones Industrial, Standard & Poor’s 500, Russell 2000, and Dow Jones Euro Stoxx 50 indices), equity index options, and U.S. Treasury futures to match the sensitivities of the GMWB and GMDB liabilities to the market risk factors.

The Company also has a macro equity risk hedging program using equity and currency futures, as well as equity index options. This program is designed to reduce the Company’s overall exposure to public equity markets arising from several sources including, but not limited to, variable annuity guarantees not dynamically hedged, separate account fees not associated with guarantees, and Company equity holdings.

The Company uses foreign currency swaps and foreign currency forwards to reduce the risk from fluctuations in foreign currency exchange rates associated with its assets and liabilities denominated in foreign currencies.

F-31

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

For the years ended December 31, 2014, 2013 and 2012 net gains and losses related to derivatives in other hedging relationships were recognized by the Company, and the components were recorded in net unrealized and net realized gains (losses) as follows:

	Years ended December 31,
	2014			2013		2012
	(in millions)
Other Hedging Relationships
Net unrealized capital gain (loss):
Interest rate swaps	$	2,043		$	(2,530)	$	512
Interest rate treasury locks		1,323			(385)		-
Interest rate options		67			(46)		(8)
Foreign currency swaps		(5	)		(9)		(12)
Foreign currency forwards		4			(1)		2
Equity total return swaps		-			-		-
Equity options		(23	)		(39)		-
Credit default swaps		-			-		1
Total net unrealized capital gain (loss)	$	3,409		$	(3,010)	$	495
Net realized capital gain (loss):
Interest rate swaps	$	(178	)	$	164	$	157
Interest rate treasury locks		157			-		-
Interest rate options		-			-		-
Interest rate futures		(141	)		78		(48)
Foreign currency swaps		18			(10)		(8)
Foreign currency forwards		1			5		(12)
Foreign currency futures		165			74		-
Equity total return swaps		24			5		(4)
Equity options		5			3		-
Equity index futures		(692	)		(1,892)		(1,474)
Credit default swaps		-			-		(2)
Commodity futures		-			-		-
Total net realized capital gain (loss)	$	(641	)	$	(1,573)	$	(1,391)
Total gain (loss) from derivatives in other hedging relationships	$	2,768		$	(4,583)	$	(896)

The Company also deferred net realized gains (losses) of ($192) million, $146 million, and $156 million (including ($174) million of losses, $148 million, and $157 million of gains for derivatives in other hedging relationships, respectively) related to interest rates for the years ended December 31, 2014, 2013 and 2012, respectively. Deferred net realized gains and losses are reported in IMR and amortized over the remaining period to expiration date.

Credit Default Swaps

The Company replicates exposure to specific issuers by selling credit protection via CDS in order to complement its cash bond investing. The Company does not employ leverage in its CDS program and therefore, does not write CDS protection in excess of its government bond holdings.

F-32

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The following table provides details of the CDS protection sold by type of contract and external agency rating for the underlying reference security, as of December 31, 2014 and 2013, respectively.

	December 31, 2014						December 31, 2013
	Notional Amount2		Fair Value		Weighted average maturity (in years)3		Notional Amount2		Fair Value		Weighted average maturity (in years)3
	(in millions)
Single name CDS1
Corporate debt
AAA	$	35	$	1		2	$	35	$	1		3
AA		95		2		2		95		3		3
A		185		3		2		185		4		3
BBB		-		-				-		-		-
Total CDS protection sold	$	315	$	6			$	315	$	8

¹  The rating agency designations are based on S&P where available followed by Moody’s, Dominion Bond Rating Services (DBRS), and Fitch. If no rating is available from a rating agency, then an internally developed rating is used.

²  Notional amount represents 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 at December 31, 2014 and 2013. The average credit rating of the counterparties guaranteeing the underlying credits is A+ and the weighted average maturity is 3 years.

Credit Risk

The Company’s exposure to loss on derivatives 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 negative positions and the impact of collateral on hand. The Company may be exposed to credit-related losses in the event of nonperformance by counterparties to the derivative financial instruments. The current credit exposure of the Company’s derivative contracts is limited to the fair value in excess of the collateral held at the reporting date.

The Company manages its credit risk by entering into transactions with creditworthy counterparties, obtaining collateral where appropriate, and entering into master netting agreements that provide for a netting of payments and receipts with a single counterparty. The Company enters into credit support annexes with its OTC derivative dealers in order to manage its credit exposure to those counterparties. As part of the terms and conditions of those agreements, the pledging and accepting of collateral in connection with the Company’s derivative usage is required. As of December 31, 2014 and 2013, the Company accepted collateral consisting of cash of $2,939 million and $640 million, and various securities with a fair value of $3,895 million and $2,155 million, respectively, which is held in separate custodial accounts. In addition, the Company has pledged collateral to support both the OTC derivative instruments, exchange traded futures and cleared interest rate swap transactions. For further details regarding pledged collateral see the Investments Note.

Under U.S. regulations, certain interest rate swap agreements and credit default swap agreements are required to be cleared through central clearing houses. These transactions are contractual agreements that require initial and variation margin collateral postings and are settled on a daily basis through a clearing house. As such, they reduce the credit risk exposure in the event of default by a counterparty.

F-33

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

Transactions with Affiliates

The Company has entered into two currency swap agreements with JHFC which are recorded at fair value. JHFC utilizes the currency swaps to hedge currency exposure on foreign currency financial instruments. The Company has also entered into two currency agreements with external counterparties which offset the currency swap agreements with JHFC. As of December 31, 2014 and 2013, the currency swap agreements with JHFC and the external counterparties had offsetting fair values of $238 million and $19 million, respectively.

7. Fair Value

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy:

• Financial Instruments Measured at Fair Value and Reported in the Balance Sheet after Initial Recognition — This category includes assets and liabilities measured at fair value. Financial instruments in this category include bonds and preferred stocks carried at the lower of cost or fair value due to their SVO quality rating, common stocks, derivatives, and separate account assets.

• Other Financial Instruments Not Reported at Fair Value After Initial Recognition — This category includes assets and liabilities which do not require the additional disclosures as follows:

Bonds — For bonds, including corporate debt, U.S. Treasury, commercial and residential mortgage-backed securities, asset-backed securities, collateralized debt obligations, issuances by foreign governments, and obligations of state and political subdivisions, fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality (matrix pricing). The significant inputs into these models include, but are not limited to, yield curves, credit risks and spreads, measures of volatility, and prepayment speeds.

Mortgage Loans on Real Estate — The fair value of unimpaired mortgage loans is estimated using discounted cash flows and takes into account the contractual maturities and discount rates, which were based on current market rates for similar maturity ranges and adjusted for risk due to the property type. The fair value of impaired mortgage loans is based on the net of the collateral less estimated cost to obtain and sell.

Cash, Cash Equivalents and Short-Term Investments — The carrying values for cash, cash equivalents, and short-term investments approximate their fair value due to the short-term maturities of these instruments.

Policy Loans — These loans are carried at unpaid principal balances, which approximate their fair values.

Policy Reserves — Policy reserves consists of guaranteed investment contracts. The fair values associated with these financial instruments are determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread.

Policyholders’ and Beneficiaries Funds — Includes term certain contracts, funding agreements, supplementary contracts without life contingencies and those balances that can be withdrawn by the policyholder at any time without prior notice or penalty. The fair values associated with the term certain contracts, funding agreements and supplementary contracts without life contingencies are determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread. For those balances that can be withdrawn by the policyholder at any time without prior notice or penalty, the fair value is the amount estimated to be payable to the policyholder as of the reporting date, which is generally the carrying value.

Consumer Notes — The fair value of consumer notes is determined by projecting cash flows and discounting the cash flows at current corporate rates, defined as U.S. Treasury rates plus MFC’s corporate spread. The fair value attributable to credit risk represents the present value of the spread.

F-34

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Financial Instruments Measured at Fair Value and Reported in the Balance Sheet after Initial Recognition

Valuation Hierarchy

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. Active markets are defined as having the following characteristics for the measured asset/liability; (i) many transactions, (ii) current prices, (iii) price quotes not varying substantially among market makers, (iv) narrow bid/ask spreads, and (v) most information is publicly available. Valuations are based on quoted prices reflecting market transactions involving assets or liabilities identical to those being measured. Level 1 assets primarily include exchange traded equity securities and certain separate account assets.

• 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. Certain of the Company’s separate account assets and derivative assets and liabilities are included within Level 2. A description of valuation techniques used to measure the fair value of derivatives is described below.

• Level 3 — Fair value measurements using significant nonmarket observable inputs. These include valuations for assets and liabilities that are derived using data, some or all of which is not market observable data, including assumptions about risk. Level 3 securities include impaired bonds and less liquid securities, such as structured asset-backed securities, commercial mortgage-backed securities, and other securities that have little or no price transparency. The valuation techniques used to measure the fair value of derivative assets and separate account investments in timber and agriculture are included in Level 3 as described below.

Determination of Fair Value

The fair value of an asset is the amount at which that asset could be bought or sold in a current transaction between willing parties that is other than in a forced or liquidation sale. The fair value of a liability is the amount at which that liability could be incurred or settled in a current transaction between willing parties that is other than in a forced or liquidation sale.

Fair values are based on quoted market prices when available. When market prices are not available, fair value is generally estimated using discounted cash flow analyses, incorporating current market inputs for similar financial instruments with comparable terms and credit quality (matrix pricing). In instances where there is little or no market activity for the same or similar instruments, the Company estimates fair value using methods, models and assumptions that management believes market participants would use to determine a current transaction price. These valuation techniques involve some level of management estimation and judgment which becomes significant with increasingly complex instruments or pricing models. Where appropriate, adjustments are included to reflect the risk inherent in a particular methodology, model or input used.

The following is a description of the valuation techniques used to measure fair value and the general classification of these instruments pursuant to the fair value hierarchy:

Bonds

Refer to the previous page for the determination of fair value of bonds. Generally, impaired bonds with a NAIC designation rating of 6 whose cost is greater than its fair value are reported at fair value and are classified within Level 3.

Preferred Stocks

Preferred stocks with active markets are classified within Level 1, as fair values are based on quoted market prices. Preferred stocks not traded in active markets are classified within Level 3.

F-35

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Common Stocks

Common stocks with active markets are classified within Level 1, as fair values are based on quoted market prices. Common stocks not traded in active markets are classified within Level 3.

Derivatives

The fair value of derivatives is determined through the use of quoted market prices for exchange-traded derivatives or through the use of pricing models for OTC derivatives. The pricing models used 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 volatility. The Company’s derivatives are generally classified within Level 2 given the significant inputs to the pricing models for most OTC derivatives are observable or can be corroborated by observable market data. 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, but are unobservable in the market or cannot be derived principally from or corroborated by observable market data and would be classified within 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 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.

Separate Account Assets and Liabilities

For separate accounts structured as a non-unitized fund, the fair value of separate account assets is based on the fair value of the underlying assets owned by the separate account. For separate accounts structured as a unitized fund, the fair value of the separate account assets is based on the fair value of the underlying funds owned by the separate account. Assets owned by the Company’s separate accounts primarily include: investments in mutual funds, bonds, common stock, short-term investments, real estate, and cash and cash equivalents. Investment performance related to separate account assets is fully offset by corresponding amounts credited to contract holders whose interest in the separate account assets is recorded by the Company as separate account liabilities. Separate account liabilities are set equal to the fair value of separate account assets.

The fair value of fund investments is based upon quoted market prices or reported net asset value (“NAV”). Fund investments that are traded in an active market and have a NAV that the Company can access at the measurement date are classified within Level 1. Level 2 assets consist primarily of bonds which are valued using matrix pricing with independent pricing data.

Separate account assets classified as Level 3 consist primarily of fixed maturity and equity investments in private companies, which own timber and agriculture and carry them at fair value. The values of the timber and agriculture investments are estimated using generally accepted valuation techniques. A comprehensive appraisal is performed shortly after initial purchase and at two or three-year intervals thereafter. Appraisal updates are conducted according to client contracts, generally at one-year or six-month intervals. In the quarters in which an investment is not independently appraised or its valuation updated, the market value is reviewed by management. The valuation of an investment is adjusted only if there has been a significant change in economic circumstances related to the investment since acquisition or the most recent independent valuation and upon the independent appraiser’s review and concurrence with management. Further, these valuations are prepared giving consideration to the income, cost, and sales comparison approaches of estimating asset value. The significant unobservable inputs used in the fair value measurement of the Company’s timberland investments are harvest volumes, timber prices, operating costs and discount rates. Significant changes to any one of these inputs in isolation could result in a significant change to fair value measurement. Holding other factors constant, an increase to either harvest volumes or timber prices would tend to increase the fair value of a timberland investment, while an increase in operating costs or discount rate would have the opposite effect. These investments are classified as Level 3 by the companies owning them, and therefore the equity investments in these companies are considered to be Level 3 by the Company.

F-36

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The following table presents the Company’s assets and liabilities that are measured and reported at fair value in the Balance Sheets after initial recognition by fair value hierarchy level:

	December 31, 2014
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	-	$	-	$	-	$	-	$	-
Loan-backed and structured securities		39		39		-		18		21
Total bonds with NAIC 6 rating		39		39		-		18		21
Preferred stocks:
Industrial and misc		-		-		-		-		-
Total preferred stocks		-		-		-		-		-
Common stocks:
Industrial and misc		477		477		379		-		98
Total common stocks		477		477		379		-		98
Derivatives:
Interest rate swaps		9,059		9,059		-		9,058		1
Interest rate treasury locks		938		938		-		168		770
Interest rate options		93		93		-		-		93
Interest rate futures		-		-		-		-		-
Foreign currency swaps		43		43		-		43		-
Foreign currency forwards		4		4		-		4		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		11		11		-		-		11
Equity options		277		277		-		61		216
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		10,425		10,425		-		9,334		1,091
Assets held in separate accounts		140,164		140,164		134,070		3,756		2,338
Total assets	$	151,105	$	151,105	$	134,449	$	13,108	$	3,548
Liabilities:
Derivatives:
Interest rate swaps	$	5,154	$	5,154	$	-	$	5,113	$	41
Interest rate treasury locks		-		-		-		-		-
Interest rate options		-		-		-		-		-
Interest rate futures		-		-		-		-		-
Foreign currency swaps		30		30		-		30		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		-		-		-		-		-
Equity options		-		-		-		-		-
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		5,184		5,184		-		5,143		41
Liabilities held in separate accounts		140,164		140,164		134,070		3,756		2,338
Total liabilities	$	145,348	$	145,348	$	134,070	$	8,899	$	2,379

F-37

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

	December 31, 2013
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	26	$	26	$	-	$	-	$	26
Loan-backed and structured securities		34		34		-		-		34
Total bonds with NAIC 6 rating		60		60		-		-		60
Preferred stocks:
Industrial and misc		-		-		-		-		-
Total preferred stocks		-		-		-		-		-
Common stocks:
Industrial and misc		343		343		257		-		86
Total common stocks		343		343		257		-		86
Derivatives:
Interest rate swaps		5,299		5,299		-		5,292		7
Interest rate treasury locks		-		-		-		-		-
Interest rate options		21		21		-		-		21
Interest rate futures		-		-		-		-		-
Foreign currency swaps		65		65		-		65		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		21		21		-		-		21
Equity options		248		248		-		26		222
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		5,654		5,654		-		5,383		271
Assets held in separate accounts		142,766		142,766		136,707		3,838		2,221
Total assets	$	148,823	$	148,823	$	136,964	$	9,221	$	2,638
Liabilities:
Derivatives:
Interest rate swaps	$	3,436	$	3,436	$	-	$	3,436	$	-
Interest rate treasury locks		385		385		-		-		385
Interest rate options		-		-		-		-		-
Interest rate futures		-		-		-		-		-
Foreign currency swaps		82		82		-		82		-
Foreign currency forwards		-		-		-		-		-
Foreign currency futures		-		-		-		-		-
Equity total return swaps		-		-		-		-		-
Equity options		-		-		-		-		-
Equity index futures		-		-		-		-		-
Credit default swaps		-		-		-		-		-
Total derivatives		3,903		3,903		-		3,518		385
Liabilities held in separate accounts		142,766		142,766		136,707		3,838		2,221
Total liabilities	$	146,669	$	146,669	$	136,707	$	7,356	$	2,606

F-38

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The table below presents the carrying amounts and fair value by fair value hierarchy level for certain assets and liabilities that are not reported at fair value in the Balance Sheets:

	December 31, 2014
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	49,187	$	52,644	$	-	$	48,392	$	4,252
Preferred stocks		26		46		-		-		46
Mortgage loans on real estate		11,519		12,785		-		-		12,785
Cash, cash equivalents and short term investments		7,702		7,702		4,407		3,295		-
Policy loans		5,039		5,039		-		5,039		-
Derivatives in effective hedge accounting and RSAT relationships		33		2,378		-		2,372		6
Total assets	$	73,506	$	80,594	$	4,407	$	59,098	$	17,089
Liabilities:
Consumer notes	$	411	$	454	$	-	$	-	$	454
Borrowed money		290		290		-		290		-
Policy reserves		1,661		1,648		-		-		1,648
Policyholders’ and beneficiaries funds		3,901		4,352		-		1,457		2,895
Derivatives in effective hedge accounting and RSAT relationships		45		1,231		-		964		267
Total liabilities	$	6,308	$	7,975	$	-	$	2,711	$	5,264
	December 31, 2013
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	47,888	$	47,682	$	-	$	44,154	$	3,528
Preferred stocks		33		50		-		-		50
Mortgage loans on real estate		12,221		13,337		-		-		13,337
Cash, cash equivalents and short term investments		4,749		4,749		1,895		2,854		-
Policy loans		5,189		5,189		-		5,189		-
Derivatives in effective hedge accounting and RSAT relationships		55		1,401		-		1,386		15
Total assets	$	70,135	$	72,408	$	1,895	$	53,583	$	16,930
Liabilities:
Consumer notes	$	644	$	685	$	-	$	-	$	685
Borrowed money		290		290		-		290		-
Policy reserves		1,740		1,739		-		-		1,739
Policyholders’ and beneficiaries funds		3,997		4,227		-		1,263		2,964
Derivatives in effective hedge accounting and RSAT relationships		143		1,405		-		1,386		19
Total liabilities	$	6,814	$	8,346	$	-	$	2,939	$	5,407

(1) Bonds are carried at amortized cost unless they have NAIC designation rating of 6. Fair value of bonds exclude leveraged leases of $ 2,268 million and $ 2,285 million at December 31, 2014 and 2013, respectively. The Company calculates the carrying value by accruing income at its expected internal rate of return.

F-39

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Transfers of Level 1 and Level 2 Assets and Liabilities

The Company’s policy is to record transfers of assets and liabilities between Level 1 and Level 2 at their fair values as of 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 years ended December 31, 2014 and 2013, the Company did not have any transfers 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 did not transfer assets from Level 2 to Level 1 during the years ended December 31, 2014 and 2013.

F-40

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

Level 3 Financial Instruments

The changes in Level 3 financial instruments measured and reported at fair value for the years ended December 31, 2014, 2013 and 2012, are summarized as follows:

				Net realized/unrealized gains (losses) included in:																Transfers
	Balance at January 1, 2014			Net income (1)		Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements		Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2014
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	26		$	-	$	(3	)	$	-	$	-	$	-	$	-		$	-	$	-	$	(23	)	$	-
Impaired mortgage-backed and asset-backed securities		34			-		1			-		-		-		-			-		11		(25	)		21
Total bonds with NAIC 6 rating		60			-		(2	)		-		-		-		-			-		11		(48	)		21
Preferred stocks:
Industrial and misc		-			-		-			-		-		-		-			-		-		-			-
Total preferred stocks		-			-		-			-		-		-		-			-		-		-			-
Common stocks:
Industrial and misc		86			-		(1	)		-		14		-		(1	)		-		-		-			98
Total common stocks		86			-		(1	)		-		14		-		(1	)		-		-		-			98
Net derivatives		(114	)		26		1,088			-		72		-		(25	)		-		41		(38	)		1,050
Separate account assets/liabilities		2,221			162		-			-		68		-		(270	)		-		163		(6	)		2,338
Total	$	2,253		$	188	$	1,085		$	-	$	154	$	-	$	(296	)	$	-	$	215	$	(92	)	$	3,507

F-41

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

			Net realized/ unrealized gains (losses) included in:																		Transfers
	Balance at January 1, 2013		Net income (1)			Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2013
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	12	$	(2	)	$	-		$	-	$	-	$	-	$	-		$	-		$	23	$	(7	)	$	26
Impaired mortgage-backed and asset-backed securities		53		(37	)		39			-		-		-		(23	)		(5	)		16		(9	)		34
Total bonds with NAIC 6 rating		65		(39	)		39			-		-		-		(23	)		(5	)		39		(16	)		60
Preferred stocks:
Industrial and misc		4		-			-			-		-		-		-			-			-		(4	)		-
Total preferred stocks		4		-			-			-		-		-		-			-			-		(4	)		-
Common stocks:
Industrial and misc		44		-			(2	)		-		58		-		(18	)		-			4		-			86
Total common stocks		44		-			(2	)		-		58		-		(18	)		-			4		-			86
Net derivatives		58		6			(459	)		-		287		-		(7	)		-			-		1			(114	)
Separate account assets/liabilities		2,223		160			-			-		31		-		(195	)		-			3		(1	)		2,221
Total	$	2,394	$	127		$	(422	)	$	-	$	376	$	-	$	(243	)	$	(5	)	$	46	$	(20	)	$	2,253

F-42

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

			Net realized/ unrealized gains (losses) included in:																		Transfers
	Balance at January 1, 2012		Net income (1)			Surplus			Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Into Level 3 (3)		Out of Level 3 (3)			Balance at December 31, 2012
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	44	$	(4	)	$	4		$	-	$	-	$	-	$	-		$	(44	)	$	12	$	-		$	12
Impaired mortgage-backed and asset-backed securities		34		(44	)		45			-		-		-		(6	)		-			47		(23	)		53
Total bonds with NAIC 6 rating		78		(48	)		49			-		-		-		(6	)		(44	)		59		(23	)		65
Preferred stocks:
Industrial and misc		4		-			-			-		-		-		(1	)		-			1		-			4
Total preferred stocks		4		-			-			-		-		-		(1	)		-			1		-			4
Common stocks:
Industrial and misc		71		55			(28	)		-		-		-		(54	)		-			-		-			44
Total common stocks		71		55			(28	)		-		-		-		(54	)		-			-		-			44
Net derivatives		21		(1	)		(8	)		-		44		-		-			-			-		2			58
Separate account assets/liabilities		2,152		100			-			-		112		-		(141	)		-			-		-			2,223
Total	$	2,326	$	106		$	13		$	-	$	156	$	-	$	(202	)	$	(44	)	$	60	$	(21	)	$	2,394

(1) This amount is included in net realized capital gains (losses) on the Statements of Operations.

(2) Changes in the fair value of separate account assets are credited directly to separate account liabilities in accordance with NAIC SAP and are not reflected in income.

(3) For financial instruments that are transferred into and/or out of Level 3, the Company uses the fair value of the instruments at the beginning of the reporting period.

F-43

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

The 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 year) resulted in reclassifying instruments into Level 3. The transfers out of Level 3 primarily result from observable market data becoming available for that instrument, thus eliminating the need to extrapolate market data beyond observable points. Additionally, securities carried at fair value at the beginning of the period but carried at amortized cost at the end of the period due to rating change or change in fair value relative to amortized cost, are included in transfers out of Level 3. Conversely, any securities carried at amortized cost at the beginning of the period and carried at fair value at the end of the year due to SVO rating change or change in fair value relative to amortized cost, are included into transfers into Level 3.

8. Reinsurance

Certain premiums and benefits are assumed from or ceded to affiliate and other insurance companies under various reinsurance agreements. The Company entered into these reinsurance agreements to shift underlying risk on certain of its products, and to improve cash flow and statutory capital. The ceded reinsurance agreements provide the Company with increased capacity to write larger risks and maintain its exposure to loss within its capital resources.

Total reinsurance amounts included in the Company’s accompanying statutory-basis financial statements were as follows:

	Years ended December 31,
	2014			2013			2012
	(in millions)
Premiums earned
Direct	$	19,525		$	20,311		$	21,716
Assumed		792			1,062			942
Ceded		(7,579	)		(8,491	)		(15,104	)
Net	$	12,738		$	12,882		$	7,554
Benefits to policyholders ceded	$	18,500		$	17,988		$	18,235

Reserve amounts ceded to reinsurers not authorized in the State of Michigan are mostly covered by letters of credit or trust agreements. Amounts payable or recoverable for reinsurance on policy and contract liabilities are not subject to periodic or maximum limits. At December 31, 2014, any material recoveries were secured by letters of credit or assets placed in trust by the assuming company.

Neither the Company nor any of its related parties control, directly or indirectly, any external reinsurers with whom the Company conducts business. No policies issued by the Company have been reinsured with a foreign company, which is controlled, either directly or indirectly, by a party not primarily engaged in the business of insurance. The Company does not have any reinsurance agreements in effect under which the reinsurer may unilaterally cancel the agreement. At December 31, 2014, there was no reinsurance agreements in effect such that the amount of losses paid or accrued exceed the total direct premium collected.

As of December 31, 2014, if all reinsurance agreements were cancelled the estimated aggregate reduction in unassigned surplus is $898 million.

F-44

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

Affiliated Reinsurance

The table and commentary below consist of the impact of the reinsurance agreements with JHNY:

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded, net	$	192	$	216	$	208
Benefits ceded, net		394		483		428
Funds held by or deposited with reinsured companies		1,952		1,978		2,018
Other reinsurance receivable		86		124		109
Other amounts payable on reinsurance		10		15		5

On January 1, 2010, the assets supporting the policyholders who reside in the state of New York (“NY business”) were transferred to JHNY from the Company. The transfer included participating traditional life insurance, universal life insurance, fixed deferred and immediate annuities, participating pension contracts, and variable annuities. The NY business was transferred using assumption reinsurance, modified coinsurance and coinsurance with cut-through provisions.

The NY business related to participating traditional life insurance policies was transferred from JHUSA to JHNY under a coinsurance agreement and was immediately retroceded back to JHUSA using a coinsurance funds withheld agreement. JHNY retained the invested assets supporting this block of business. The NY business related to variable universal life was reinsured through coinsurance and modified coinsurance. The NY business related to universal life was transferred from the Company to JHNY under coinsurance agreements.

The NY business related to a majority of the fixed deferred annuity business was transferred from the Company to JHNY under an assumption reinsurance agreement. The NY business related to variable annuities and some participating pension contracts where assets were held in separate accounts were reinsured through modified coinsurance. The NY business related to fixed deferred and immediate annuities and participating pension contracts was transferred from the Company to JHNY under a coinsurance agreement.

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, JHRECO:

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	546	$	570	$	573
Benefits ceded		759		730		691
Other amounts payable on reinsurance		58		45		30
Funds withheld from unauthorized reinsurers		7,409		5,425		5,600

The Company reinsures certain portions of its long-term care insurance business with JHRECO through coinsurance funds withheld transactions. Under reinsurance treaties covering life insurance business, the Company cedes to JHRECO on a coinsurance funds withheld basis to the death benefits from the no-lapse guarantee on a small block of policies. The Company also reinsures a portion of the risk related to certain annuity policies and during 2013 a small number of these policies were recaptured for administration purposes. This recapture did not have a material impact on the Company’s results of operations. The reinsurance agreement is written on a modified coinsurance basis where the assets supporting the reinsured policies remain invested with the Company.

The Company’s total settlement amount was $489 million, $55 million, and $82 million for the years ended December 31, 2014, 2013 and 2012, respectively, and the settlement calculation consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

F-45

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, Manulife Reinsurance (Bermuda) Limited (“MRBL”):

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	4,599	$	5,128	$	6,218
Benefits ceded		14,303		13,966		13,649
Other reinsurance receivable		40		398		44
Other amounts payable on reinsurance		837		55		112
Funds withheld from unauthorized reinsurers		1,251		1,256		1,507

The Company reinsures 87% of certain group annuity contracts in-force with MRBL. The reinsurance agreement covers all contracts, excluding the guaranteed benefit rider. As the underlying contracts being reinsured are considered investment contracts, the agreement does not meet the criteria for reinsurance accounting and was classified as a financial instrument.

The Company reinsures 90% of a significant block of variable annuity contracts in-force with MRBL. All substantial risks, including all guaranteed benefits, related to certain specified policies not already reinsured to third parties, are reinsured under the agreement. The base contracts are reinsured on a modified coinsurance basis, while the guaranteed benefit reinsurance coverage is apportioned in accordance with the reinsurance agreement provisions between modified coinsurance and coinsurance funds withheld. The assets supporting the reinsured policies remain invested with the Company. Since the inception of the treaty in 2008, several amendments have been enacted to refine certain aspects of the treaty. The net MRBL reinsurance recoverable includes the impact of ongoing reinsurance cash flows and is accounted for over the life of the underlying reinsured policies using assumptions consistent with those used to account for the underlying policies with changes to ceded reserves and cost of reinsurance recognized as a component of benefits to policyholders on the Statements of Operations. The Company paid / (received) from MRBL $1,907 million, ($1,174) million, and $259 million for the years ended December 31, 2014, 2013 and 2012, respectively, and the settlement consisted primarily of ceded investment income related to non-qualifying hedging strategies and changes in the modified coinsurance and coinsurance reserves.

The Company reinsures 90% of the non-reinsured risk of the JHLICO closed block. The reinsurance agreement is written on a modified coinsurance basis where the related financial assets remain invested with the Company. As the reinsurance agreement does not subject the reinsurer to the reasonable possibility of significant loss, it was classified as structured reinsurance and given deposit-type accounting treatment with only the reinsurance risk fee being reported in other operating costs and expenses in the Statements of Operations.

The table and commentary below consist of the impact of the reinsurance agreements with an affiliate, Manulife Reinsurance Limited (“MRL”):

	Years ended December 31,
	2014		2013		2012
	(in millions)
Premiums ceded	$	338	$	536	$	618
Benefits ceded		298		338		362
Other reinsurance receivable		82		18		31
Other amounts payable on reinsurance		-		-		19
Funds withheld from unauthorized reinsurers		213		-		-

The Company entered into a coinsurance/modified coinsurance agreement with an affiliate, Manulife Reinsurance Limited (“MRL”), to reinsure 90% of all risks not already reinsured to third parties on various universal life contracts effective December 15, 2000. Subsequent amendments added further UL and some term contracts. The Company amended the

F-46

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

agreement during 2014 to simplify treaty administration and to modify the structure of the treaty to a modified coinsurance funds withheld structure.

On July 31, 2013, MFC signed an agreement to sell its life insurance business in Taiwan to CTBC Life Insurance Company (CTBC Life). Under the agreement, CTBC Life will assume all of the life insurance business related obligations. In connection with this transaction, on December 31, 2013, the Company paid $111 million in fees to an affiliate, Manufacturers Life Reinsurance Limited for the recapture of certain traditional life business reserves and net liabilities of $42 million, which resulted in a pre-tax loss of $69 million.

Non-Affiliated Reinsurance

The Company entered into a coinsurance agreement with Reinsurance Group of America (“RGA”) to reinsure 90% of its fixed deferred annuity business with an effective date of April 1, 2012. The transaction was structured such that the Company transferred the actuarial liabilities and related invested assets which included $387 million in cash and $5 billion in bonds and mortgage loans. Under the terms of the agreement, the Company will maintain responsibility for servicing of the policies and managing some of the assets. The transaction resulted in a charge to pre-tax income of $257 million, which included a ceding commission paid of $218 million and a decrease of $123 million to statutory surplus.

On September 30, 2012, the Company entered into a transaction with Commonwealth Annuity and Life Insurance Company (“CWA”), in which CWA recaptured a block of universal life policies, with an effective date of July 1, 2012. The transaction included the transfer to CWA of $378 million in actuarial liabilities and $309 million of cash and policy loans. The transaction resulted in a gain to pre-tax income of $60 million which included a ceding commission received of $57 million and an increase of $33 million to statutory surplus.

On July 1, 2011, JHUSA entered into a sale of its Life Retrocession business by way of a coinsurance treaty with Pacific Life Insurance Company that resulted in the recognition of approximately $432 million deferred gain (net of deferred taxes) recorded to surplus. During 2013, JHUSA novated 95% of the underlying reinsurance agreements to Pacific Life Insurance Company. Based on this novation, the Company recorded a gain of $352 million to the Statements of Operations (pre-tax). In 2014, the Company completed the novation of the remaining 5% of the agreements and recorded $20 million to the Statements of Operations (pre-tax).

F-47

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes

The components of the net deferred tax asset/(liability) are as follows:

	December 31, 2014
	(1)			(2)			(3)
							(Col 1 + 2)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	4,300		$	479		$	4,779
(b) Statutory valuation allowance adjustments		50			-			50
(c) Adjusted gross deferred tax assets (a — b)		4,250			479			4,729
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		4,250			479			4,729
(f) Deferred tax liabilities		4,871			314			5,185
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(621	)	$	165		$	(456	)
	December 31, 2013
	(4)			(5)			(6)
							(Col 4 + 5)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	3,963		$	606		$	4,569
(b) Statutory valuation allowance adjustments		50			-			50
(c) Adjusted gross deferred tax assets (a — b)		3,913			606			4,519
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		3,913			606			4,519
(f) Deferred tax liabilities		4,311			412			4,723
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(398	)	$	194		$	(204	)
	Change
	(7)			(8)			(9)
	(Col 1 - 4)			(Col 2 - 5)			(Col 7 + 8)
	Ordinary			Capital			Total
	(in millions)
(a) Gross deferred tax assets	$	337		$	(127	)	$	210
(b) Statutory valuation allowance adjustments		-			-			-
(c) Adjusted gross deferred tax assets (a — b)		337			(127	)		210
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c — d)		337			(127	)		210
(f) Deferred tax liabilities		560			(98	)		462
(g) Net admitted deferred tax asset / (net deferred tax liability) (e — f)	$	(223	)	$	(29	)	$	(252	)

The Company has recorded a valuation allowance against specific general business tax credit carryforwards of $50 million for the year ended December 31, 2014. These tax credits were generated by the legacy JHFC group and are subject to the separate return limitation rules. These credits will not expire until 2019, however due to restrictions on the utilization, management believes that it is more likely than not that the Company will not realize the benefit. In assessing the need for a valuation allowance, management considered the future reversal of taxable temporary differences, future taxable income exclusive of reversing temporary differences, taxable income in the carry back period, as well as tax planning strategies. Tax

F-48

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

planning strategies were considered to the extent they were both prudent and feasible and if implemented, would result in the realization of deferred tax assets.

The amount of adjusted gross deferred tax assets admitted under each component and the resulting increase in deferred tax assets by character are as follows:

	December 31, 2014
	(1)		(2)		(3)
					(Col 1 + 2)
	Ordinary		Capital		Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-	$	-	$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		521		276		797
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		1,197		276		1,473
2. Adjusted gross deferred tax assets allowed per limitation threshold.		521		276		797
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		3,729		203		3,932
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	4,250	$	479	$	4,729
	December 31, 2013
	(4)		(5)		(6)
					(Col 4 + 5)
	Ordinary		Capital		Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-	$	-	$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		650		194		844
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		650		194		844
2. Adjusted gross deferred tax assets allowed per limitation threshold.		675		194		869
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		3,263		412		3,675
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	3,913	$	606	$	4,519

F-49

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	Change
	(7)			(8)			(9)
	(Col 1 - 4)			(Col 2 - 5)			(Col 7 + 8)
	Ordinary			Capital			Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-		$	-		$	-
(b) Adjusted gross deferred tax assets expected to be realized (excluding the amount of deferred tax assets from 2(a) above) after application of the threshold limitation. (The lesser of 2(b)1 and 2(b)2 below)		(129	)		82			(47	)
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		547			82			629
2. Adjusted gross deferred tax assets allowed per limitation threshold.		(154	)		82			(72	)
(c) Adjusted gross deferred tax assets (excluding the amount of deferred tax assets from 2(a) and 2(b) above) offset by gross deferred tax liabilities.		466			(209	)		257
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	337		$	(127	)	$	210

	2014			2013
	(in millions)
(a) Ratio percentage used to determine recovery period and threshold limitation amount		917	%		860	%
(b) Amount of adjusted capital and surplus used to determine recovery period and threshold limitation in 2(b)2 above	$	5,315		$	5,796

Impact of tax planning strategies is as follows:

	December 31, 2014
	(1)			(2)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	4,250		$	479
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	4,250		$	479
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%

F-50

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	December 31, 2013
	(3)			(4)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	3,913		$	606
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		32	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	3,913		$	606
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		75	%
	Change
	(5)			(6)
	(Col 1 - 3)			(Col 2 - 4)
	Ordinary			Capital
	(in millions)
(a) Determination of Adjusted Gross Deferred Tax Assets and Net Admitted Deferred Tax Assets by tax character as a percentage.
1. Adjusted Gross DTAs Amount From Note 9A1(c)	$	337		$	(127	)
2. Percentage of Adjusted Gross DTAs By Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		0	%
3. Net Admitted Adjusted Gross DTAs Amount from Note 9A1(e)	$	337		$	(127	)
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		(43	%)

The Company’s tax planning strategies do not include the use of reinsurance.

There are no unrecognized deferred tax liabilities for amounts described in ASC 740-10-25-3.

F-51

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

Current income taxes incurred consist of the following major components:

	Years Ended December 31,
	(1)			(2)		(3)
						(Col 1 - 2)
	2014			2013		Change
	(in millions)
1. Current income tax
(a) Federal	$	(716	)	$	262	$	(978	)
(b) Foreign		-			-		-
(c) Subtotal		(716	)		262		(978	)
(d) Federal income tax on net capital gains		382			108		274
(e) Utilization of capital loss carryforwards		-			-		-
(f) Other		-			-		-
(g) Federal and foreign income taxes incurred	$	(334	)	$	370	$	(704	)

F-52

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and liabilities are as follows:

	December 31,
	(1)		(2)		(3)
					(Col 1 - 2)
	2014		2013		Change
	(in millions)
2. Deferred tax assets:
(a) Ordinary:
(1) Discounting of unpaid losses	$	-	$	-	$	-
(2) Unearned premium reserve		-		-		-
(3) Policyholder reserves		1,034		883		151
(4) Investments		147		113		34
(5) Deferred acquisition costs		755		759		(4	)
(6) Policyholder dividends accrual		111		112		(1	)
(7) Fixed assets		-		-		-
(8) Compensation and benefits accrual		54		64		(10	)
(9) Pension accrual		-		-		-
(10) Receivables — nonadmitted		49		176		(127	)
(11) Net operating loss carryforward		1,218		915		303
(12) Tax credit carry-forward		860		865		(5	)
(13) Other (including items <5% of total ordinary tax assets)		72		76		(4	)
(99) Subtotal	$	4,300	$	3,963	$	337
(b) Statutory valuation allowance adjustment		50		50		-
(c) Nonadmitted		-		-		-
(d) Admitted ordinary deferred tax assets (2(a)(99) — 2(b) — 2(c))	$	4,250	$	3,913	$	337
(e) Capital:
(1) Investments	$	479	$	606	$	(127	)
(2) Net capital loss carryforward		-		-		-
(3) Real estate		-		-		-
(4) Other (including items <5% of total capital tax assets)		-		-		-
(99) Subtotal	$	479	$	606	$	(127	)
(f) Statutory valuation allowance adjustment		-		-		-
(g) Nonadmitted		-		-		-
(h) Admitted capital deferred tax assets (2(e)(99) — 2(f) — 2(g))	$	479	$	606	$	(127	)
(i) Admitted deferred tax assets (2(d)+2(h))	$	4,729	$	4,519	$	210

F-53

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

3. Deferred tax liabilities:
(a) Ordinary:
(1) Investments	$	4,202		$	3,610		$	592
(2) Fixed assets		-			-			-
(3) Deferred and uncollected premium		148			152			(4	)
(4) Policyholder reserves		-			-			-
(5) Other (including items <5% of total ordinary tax liabilities)		521			549			(28	)
(99) Subtotal	$	4,871		$	4,311		$	560
(b) Capital:
(1) Investments	$	276		$	368		$	(92	)
(2) Real estate		-			-			-
(3) Other (including items <5% of total capital tax liabilities)		38			44			(6	)
(99) Subtotal	$	314		$	412		$	(98	)
(c) Deferred tax liabilities (3(a)(99) + 3(b)(99))	$	5,185		$	4,723		$	462
4. Net deferred tax assets/liabilities (2(i) — 3(c))	$	(456	)	$	(204	)	$	(252	)

The change in net deferred income taxes is comprised of the following:

	December 31,
	2014			2013			Change
	(in millions)
Total deferred tax assets	$	4,729		$	4,519		$	210
Total deferred tax liabilities		5,185			4,723			462
Net deferred tax assets (liabilities)	$	(456	)	$	(204	)	$	(252	)
Tax effect of unrealized gains and losses								(1,263	)
Tax effect of unrealized foreign exchange gains (losses)								38
Change in net deferred income taxes							$	973

F-54

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

The provision for federal and foreign income taxes incurred is different from that which would be obtained by applying the statutory federal income tax rate of 35% to income before income tax (including realized capital gains). The significant items causing this difference are as follows:

	Years Ended December 31,
	2014			2013			2012
	(in millions)
Ordinary provisions computed at statutory rate	$	(1,087	)	$	1,775		$	362
Net realized capital gains (losses) before IMR at statutory rate		151			(595	)		(207	)
Change in nonadmitted assets		-			-			-
Reinsurance		(91	)		(206	)		(142	)
Valuation allowance		-			50			-
Tax-exempt income		(16	)		(2	)		(21	)
Nondeductible expenses		1			7			3
Foreign tax expense gross up		9			8			9
Amortization of IMR		(62	)		(64	)		(63	)
Tax recorded in surplus		15			(18	)		(25	)
Dividend received deduction		(129	)		(102	)		(106	)
Investment in subsidiaries		(32	)		(35	)		(34	)
Prior year adjustment		(23	)		16			(53	)
Tax credits		(52	)		(61	)		(73	)
Change in tax reserve		11			(55	)		(119	)
Pension		-			-			-
Other		(2	)		(1	)		-
Total	$	(1,307	)	$	717		$	(469	)
Federal and foreign income taxes incurred	$	(716	)	$	262		$	(752	)
Capital gains tax		382			108			354
Change in net deferred income taxes		(973	)		347			(71	)
Total statutory income tax expense (benefit)	$	(1,307	)	$	717		$	(469	)

F-55

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

As of December 31, 2014, the Company had the following carry forwards:

	Origination Year	Expiration Year	Amount
	(in millons)
Net operating losses	2008	2023	$	1,594
	2009	2024		259
	2010	2025		63
	2013	2028		1,080
	2014	2029		484
			$	3,480
Affordable housing tax credits	2001	2021	$	-
	2002	2022		26
	2003	2023		49
	2004	2024		56
	2005	2025		59
	2006	2026		55
	2007	2027		64
	2008	2028		60
	2009	2029		40
	2010	2030		52
	2011	2031		53
	2012	2032		46
	2013	2033		37
	2014	2034		26
			$	623
Foreign tax credits	2002	2012	$	6
	2003	2013		9
	2004	2014		13
	2005	2015		5
	2006	2016		9
	2007	2017		27
	2008	2018		18
	2009	2019		11
	2010	2020		9
	2011	2021		28
	2012	2022		28
	2013	2023		27
	2014	2024		23
			$	213
Alternative minimum tax credits	2002		$	2
	2006			7
			$	9

F-56

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

Rehabilitation credits	2003	2023	$	4
	2006	2026		1
			$	5
Other credits	2005	2025	$	1
	2007	2027		1
	2008	2028		1
	2009	2029		1
	2010	2030		2
	2011	2031		2
	2013	2033		2
			$	10

There are no federal income taxes incurred available for recoupment in the event of future net losses for 2014, 2013 and 2012 respectively.

The Company has no deposits under Section 6603 of the Internal Revenue Code.

The Company is included in the consolidated federal income tax return of JHFC with the following entities:

Essex Corporation	John Hancock Real Estate Finance Inc.
Hancock Forest Management Inc.	John Hancock Realty Advisors Inc.
Hancock Natural Resource Group Inc.	John Hancock Realty Mgt. Inc.
Hancock Venture Partners Inc.	John Hancock Signature Services Inc.
Hancock Venture Partners Inc. Russia	John Hancock Timber Resource Corp.
HVP-Special Purpose Sub I Inc.	Manulife Reinsurance (Bermuda) Limited
HVP-Special Purpose Sub II Inc.	Manulife Reinsurance Limited
JH Networking Insurance Agency Inc.	Manulife Service Corporation
JHFS One Corp.	MCC Asset Management Inc.
John Hancock Assignment Company	PT Timber Inc.
John Hancock Capital Growth Management Inc.	Signator Insurance Agency Inc.
John Hancock Energy Resources Mgt. Inc.	Signator Investors Inc.
John Hancock Financial Network Inc.	Signator Financial Services Inc.
John Hancock Financial Corporation	The Manufacturers Investment Corporation
John Hancock Insurance Agency Inc.	Transamerica Fund Distributors Inc.
John Hancock Leasing Corp.	Transamerica Fund Management Company
John Hancock Life Insurance Company of New York

In accordance with the income tax sharing agreements in effect for the applicable tax years, the Company’s income tax expense (benefit) is computed as if the Company filed separate federal income tax returns with tax benefits provided for operating losses and tax credits when utilized by the consolidated group. Intercompany settlements of income taxes are made through an increase or reduction to amounts due to or from affiliates. Such settlements occur on a periodic basis in accordance with the tax sharing agreements.

Taxes receivable from (payable to) affiliates are $728 million and ($137) million at December 31, 2014 and 2013, respectively, and are included in current federal income taxes payable on the Balance Sheets.

The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions. The Company is under continuous examination by the IRS. Effective for 2010, the Company’s common parent, JHFC, merged into Manulife Holdings (Delaware) LLC (“MHDLLC”) resulting in a new combined group. With respect to the legacy MHDLLC

F-57

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

consolidated return group, the IRS audit for tax years through 2009 have been closed. With respect to the legacy JHFC group, the IRS has completed its examinations of tax years 1997 through 2009. The IRS has issued statutory notices of deficiency relating to issues in years 1997 through 2004. JHFC filed a petition in U.S. Tax Court pertaining to leveraged leases to contest years 1997 to 2001 and the trial was completed in 2011 with final judgment entered on July 22, 2014. The IRS issued Revenue Agent Reports for tax years 2005 through 2009. Protests were filed with respect to disagreed issues. The IRS commenced its audit of tax years 2010 through 2013 in September 2014.

On August, 5, 2013, the U.S. Tax Court issued an opinion in the litigation between the Company and the IRS involving the tax treatment of certain leveraged lease investments. The Court’s opinion effectively ruled against the Company with respect to deductions claimed for tax years 1997 — 2001. The Company and the Internal Revenue Service are in the process of determining the impact of the decision on years subsequent to the years that were decided by the Court. The Company has made advance payments of tax and interest and is awaiting final IRS assessments. Although the Company is fully reserved for the taxes and interest that could be due, this decision may result in a decrease in the admissible book value of other deferred tax assets include in surplus in subsequent periods, absent consideration of further management actions.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	2014			2013
	(in millions)
Balance at beginning of year	$	2,715		$	3,186
Additions based on tax positions related to the current year		49			150
Payments		(550	)		(90	)
Additions for tax positions of prior years		23			59
Reductions for tax positions of prior years		(235	)		(590	)
Balance at end of year	$	2,002		$	2,715

Included in the balances as of December 31, 2014 and 2013, respectively, are $154 million and $149 million of unrecognized benefits that, if recognized, would affect the Company’s effective tax rate. Included in the balances as of December 31, 2014 and 2013, are $1,848 million and $2,566 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Approximately $1,734 million and $2,281 million of such amounts at December 31, 2014 and 2013, respectively, represent deferred tax liability balances related to leveraged lease deductions taken in prior year tax returns that were considered in determining the amount of deferred tax assets that can be admitted by offsetting such amounts against deferred tax liabilities. Excluding the effect of interest and penalties, this will have no impact on the annual effective rate, but would accelerate the payment of taxes to an earlier period.

The Company’s liability for unrecognized tax benefits may decrease in the next twelve months pending the outcome of remaining issues associated with the 2002 through 2009 IRS audit. A reasonable estimate of the decrease cannot be determined at this time however, the Company believes that the ultimate resolution will not result in a material change to its financial statements.

The Company recognizes interest accrued related to unrecognized tax benefits and penalties in income tax expense in the Statements of Operations. The Company recognized approximately $9 million of interest expense, and $11 million, and $24 million of interest benefit for the years ended December 31, 2014, 2013 and 2012, respectively. The Company had approximately $209 million and $404 million accrued for interest as of December 31, 2014 and 2013, respectively. The Company did not recognize any material amounts of penalties for the years ended December 31, 2014, 2013 and 2012.

10. Capital and Surplus

There are no restrictions placed on the Company’s unassigned surplus other than restrictions on dividend payments described below.

Under Michigan State insurance laws, no insurer may pay any shareholder dividends from any source other than statutory earned surplus without the prior approval of the Director. Dividends to the shareholder that may be paid without prior approval of the Director are limited by the laws of the State of Michigan. Such dividends are permissible if, together with

F-58

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

10. Capital and Surplus - (continued)

other dividends or distributions made within the preceding 12 months, they do not exceed the greater of 10% of the JHUSA surplus as of December 31 of the preceding year, or the net gain from operations excluding realized capital gains and (losses) for the 12 month period ending December 31 of the immediately preceding year. For the years ended December 31, 2014 and 2013, the Company paid a dividend to its parent company MIC of $500 million and $300 million, respectively. The company paid no dividends for the year ended December 31, 2012.

Life/health insurance companies are subject to certain Risk-Based Capital (“RBC”) requirements as specified by the NAIC. Under those requirements, the amount of capital and surplus maintained by a life/health insurance company is to be determined based on the various risk factors related to it. As of December 31, 2014 and 2013, based on calculations pursuant to those requirements, the Company’s total adjusted capital exceeds the company action level.

The Company has surplus notes described below in the amount of $991 million. The issuance of the surplus notes was approved by the insurance regulators with the following repayment conditions and restrictions: 1) interest payments may be made only with prior approval by the Insurance Department and 2) repayment of the principal due may be made only with the prior approval of the Insurance Department.

Surplus notes in the amount of $450 million were issued on February 25, 1994, for cash pursuant to Rule 144A under the Securities Act of 1933. 100% of the issued and outstanding surplus notes are represented by a global note registered in the name of a nominee of the Depository Trust Company. The interest rate is fixed at 7.375%, and interest is payable semi-annually. The notes mature on February 15, 2024. Interest expense was $33 million for years ended December 31, 2014, 2013 and 2012. Total interest paid through December 31, 2014 was $680 million.

Pursuant to a subordinated surplus note dated September 30, 2008, the Company issued two notes in the amount of $295 million and $110 million to an affiliate, John Hancock Insurance Agency, Inc. (“JHIA”). The interest rate is fixed at 7% per annum and is payable semi-annually. The notes mature on March 31, 2033. The combined interest expense on the notes was $29 million for years ended December 31, 2014, 2013 and 2012. Total interest paid through December 31, 2014 was $173 million.

Pursuant to an amended and restated subordinated surplus note dated September 30, 2008, the Company borrowed $136 million from JHFC. Interest is calculated and reset quarterly at a fluctuating rate equal to 3-month LIBOR plus 130 basis points and is payable semi-annually. The note matures on December 15, 2016. Interest expense was $2 million, $2 million, and $2 million for the years ended December 31, 2014, 2013 and 2012, respectively. Total interest paid through December 31, 2014 was $11 million.

Under Michigan State liquidation statutes, the claims of the Depository Trust Company, JHIA, and JHFC (“the surplus noteholders”) come before those of the Company’s shareholders. There is no preferential treatment in claims between the surplus noteholders.

11. Related Party Transactions

Service Agreements

The Company has formal service agreements with MFC and MLI, which can be terminated by either party upon two months’ notice. Under the various agreements, the Company will pay operating expenses incurred by MFC and MLI on behalf of the Company. Services provided under the agreements include legal, actuarial, investment, data processing, accounting, and certain other administrative services. Management fees relating to the agreement were $398 million, $443 million, and $481 million, respectively, for the years ended December 31, 2014, 2013 and 2012.

The Company has Administrative Service Agreements with its subsidiaries whereby the Company will be reimbursed for operating expenses incurred by the Company. Services provided under the agreement include legal, personnel, marketing, investment accounting, and certain other administrative services and are billed based on intercompany cost allocations or total average daily net assets. The amounts earned under the agreements were $618 million, $328 million, and $266 million for the years ended December 31, 2014, 2013 and 2012, respectively.

F-59

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

Management believes the allocation methods used are reasonable and appropriate in the circumstances; however, the Company’s Balance Sheets and statements of operations may not necessarily be indicative of the financial condition that would have existed if the Company operated as an unaffiliated entity.

Other

During 2014, 2013 and 2012, respectively, the Company received dividends of $43 million, $297 million, and $274 million from John Hancock Investment Management Services LLC, $90 million, $98 million, and $96 million from JHD, $0 million, $0 million, and $0 million from JHNY, and $72 million, $0 million, and $0 million from John Hancock Subsidiaries, LLC (JHS). These dividends are included in the Company’s net investment income.

During 2014, the Company made a capital contribution of $3 million to JHS in exchange for one share of its common stock.

The Company did not own any shares of the stock of its parent, MIC, or its ultimate parent, MFC at December 31, 2014 and 2013, respectively.

The Company did not recognize any impairment write-down for its investment in subsidiaries, controlled or affiliated companies for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company operates a liquidity pool in which affiliates can invest excess cash. Terms of operation and participation in the liquidity pool are set out in the Second Restated and Amended Liquidity Pool and Loan Facility Agreement effective January 1, 2010. The maximum aggregate amounts that JHUSA can accept into the Liquidity Pool are $5 billion in U.S. dollar deposits and $200 million in Canadian dollar deposits. Under the terms of the agreement, certain participants may receive advances from the Liquidity Pool up to certain predetermined limits. By acting as the banker the Company can earn a spread over the amount it pays its affiliates and this aggregation and resulting economies of scale allows the affiliates to improve the investment return on their excess cash. Interest payable on U.S. dollar funds will be reset daily to the one-month U.S. Dollar London Inter-Bank Bid Rate (“LIBID”) and interest payable on Canadian dollar funds is based off the one-month Canadian Dollar Offering Rate (“CDOR”) plus a spread.

F-60

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

The following table details the affiliates and their participation in the Company’s Liquidity Pool:

	December 31,
	2014		2013
	(In millions)
The Manufacturers Investment Corporation	$	105	$	313
John Hancock Financial Corporation		274		36
Manulife Reinsurance Limited		186		7
Manulife Reinsurance (Bermuda) Ltd.		696		81
John Hancock Life & Health Insurance Company		142		249
John Hancock Life Insurance Company Vermont		39		16
John Hancock Reassurance Company, Ltd.		278		21
John Hancock Life Insurance Company New York		611		381
John Hancock Investment Management Services LLC		31		87
John Hancock Subsidiaries LLC		45		26
John Hancock Insurance Agency, Inc.		16		17
Essex Corporation		1		1
Hancock Venture Partners, Inc.		-		15
JH Signature Services Inc.		9		9
JH Partnership Holdings I, II LP		2		4
John Hancock Energy Resources Management, Inc.		4		4
John Hancock Real Estate Finance		1		1
John Hancock Realty Advisors		8		8
JH Advisors LLC		158		37
Manulife Asset Management LLC		75		39
Declaration Management and Research LLC		4		5
Hancock Capital Investment Management LLC		15		7
John Hancock RPS, LLC		14		35
The Berkeley Financial Group, LLC		4		4
Signator Insurance Agency, Inc.		18		-
JH Networking Insurance Agency, Inc.		4		-
Total	$	2,740	$	1,403

Effective March 31, 1996, MLI provides a claims paying guarantee to certain U.S. policyholders. The claims guarantee agreement was terminated effective August 13, 2008, but still remains in effect with respect to policies issued by the Company prior to that date.

MFC fully and unconditionally guarantees payments from the guarantee periods of the accumulation phase for certain of the Company’s market value adjusted annuity contracts.

MFC fully and unconditionally guarantees JHLICO’s SignatureNotes. In December 2009, the entity that formerly issued these notes, JHLICO, ceased to exist and its property and obligations became the property and obligations of the Company.

F-61

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

MFC’s guarantees of the market value adjusted deferred annuity contracts and SignatureNotes 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 market value adjusted deferred annuity contracts and SignatureNotes.

The Company also enters into debt and reinsurance transactions with its affiliates. Please refer to the debt and reinsurance notes for further details.

12. Commitments, Guarantees, Contingencies, and Legal Proceedings

Commitments: The Company has extended commitments to purchase long-term bonds of $207 million, purchase other invested assets of $1,917 million, purchase real estate of $114 million, and issue agricultural and commercial mortgages of $175 million at December 31, 2014. If funded, loans related to real estate mortgages would be fully collateralized by related properties. Approximately 41% of these commitments expire in 2015 and the majority of the remainder expires by 2019.

There were no leasing arrangements that the Company entered into as lessee which could have a material financial effect.

During 2001, the Company entered into an office ground lease agreement, which expires on September 20, 2096. During 2012, the Company entered into a parking lease agreement, which expires on December 31, 2050. The terms of the lease agreements provide for adjustments in future periods. The future minimum lease payments, by year and in the aggregate, under these leases and other non-cancelable operating leases along with the associated sub-lease income are as follows:

	Non-cancelable Operating Leases		Sub-lease Income
	(in millions)
2015	$	21	$	4
2016		12		-
2017		9		-
2018		6		-
2019		5		-
Thereafter		354		-
Total	$	407	$	4

Other than the Company’s investment real estate, the Company does not have any material sub-lease income related to its office space. Leasing of investment real estate is not a significant part of the Company’s business activities in terms of revenue, net income, or assets.

The Company’s investment in leveraged leases relates to equipment used primarily in the transportation industries; however, this type of leasing transaction is not a significant part of the Company’s business activities in terms of revenue, net income, or assets.

On December 23, 2014, the Company entered into an agreement with New York Life under which John Hancock Retirement Plan Services, LLC, an indirect wholly owned subsidiary, will acquire New York Life’s Retirement Plan Services business. In addition, New York Life has agreed to assume, on a reinsurance basis, 60% of the Company’s in-force participating life insurance JHLICO closed block. Subject to the receipt of all necessary approvals and other customary closing conditions, the transaction is anticipated to close in the first half of 2015.

Guarantees: In the course of business, the Company enters into guarantees which vary in nature and purpose and which are accounted for and disclosed under statutory accounting principles.

The Company has issued guarantee agreements pursuant to which the Company guarantees the obligations of JHNY and JHLH under the OTC International Swaps and Derivatives Association, Inc. (“ISDA”) cleared and exchange-traded

F-62

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

12. Commitments, Guarantees, Contingencies, and Legal Proceedings - (continued)

derivative agreements and transactions entered into by JHNY and JHLH with external counterparties. The ISDA guarantees are subject to an overall limit of $1 billion of Potential Future Exposure, using a three-week and 95% confidence parameters, in calculating the counterparty risk exposure.

The Company is party to a financial support agreement with JHLH pursuant to which it has agreed to maintain JHLH’s capital level such that its risk-based capital ratio shall be at or above 225% of the company action level annually. In addition, under the terms of the financial support agreement, the Company undertakes to provide sufficient liquidity to enable JHLH to make timely payment of its contractual obligations.

Contingencies: The Company is an investor in a number of leasing transactions. On August 5, 2013, the U.S. Tax Court issued an opinion effectively ruling in the government’s favor in the litigation between John Hancock and the Internal Revenue Service involving the tax treatment of John Hancock’s investments in certain leverage leases. The Company and the Internal Revenue Service are in the process of determining the impact of the decision on years subsequent to the years that were decided by the Court. Please refer to the federal income taxes note for further details. The Company has made advance payments of tax and interest and is awaiting final IRS assessments. Although the Company is fully reserved for the taxes and interest that could be due, this decision may result in a decrease in the admissible book value of other deferred tax assets included in surplus in subsequent periods, absent consideration of further management actions.

The Company acts as an intermediary/broker in OTC derivative instruments. In these cases, the Company enters into derivative transactions on behalf of affiliated companies and then enters into offsetting derivative transactions with the affiliate. In the event of default of either party, the Company is still obligated to fulfill its obligations with the other party.

The Company is subject to insurance guaranty fund laws in the states in which it does business. Pursuant to these laws, insurance companies are assessed, and required to make periodic payments, to be used to pay benefits to policyholders and claimants of insolvent or rehabilitated insurance companies. Many states allow these assessments to be credited against future premium taxes. The Company believes such assessments in excess of amounts accrued will not materially affect its financial position.

Legal Proceedings: The Company is regularly involved in litigation, both as a defendant and as a plaintiff. The litigation naming the Company as a defendant ordinarily involves its activities as a provider of insurance protection and wealth management products, an employer, and a taxpayer. In addition, the Michigan Department of Insurance and Financial Services, the Michigan Attorney General, the SEC, the Financial Regulatory Authority, and other government and regulatory bodies 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. An estimation of the range of potential outcomes in any given matter is often unavailable until such matters have developed and sufficient information emerges to support an assessment of the range of possible loss, such as quantification of a damage demand from plaintiffs, discovery from other parties and investigation of factual allegations, rulings by the court on motions or appeals, analysis by experts, and the progress of settlement negotiations. On a quarterly and annual basis, the Company reviews relevant information with respect to litigation contingencies and updates its accruals and estimates of reasonably possible losses or ranges of loss based on such reviews.

F-63

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

13. Annuity Actuarial Reserves

The Company’s annuity reserves and deposit fund liabilities and related separate account liabilities that are subject to discretionary withdrawal (with adjustment), subject to discretionary withdrawal (without adjustment), and not subject to discretionary withdrawal provisions are summarized as follows:

	December 31, 2014
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	968	$	559	$	1,879	$	3,406		2	%
At book value less current surrender charge of 5% or more		29		-		-		29		0	%
At fair value		-		-		123,450		123,450		81	%
Total with adjustment or at fair value		997		559		125,329		126,885		83	%
At book value without adjustment (minimal or no charge or adjustment)		8,594		-		-		8,594		6	%
Not subject to discretionary withdrawal		15,577		713		130		16,420		11	%
Total (gross)		25,168		1,272		125,459		151,899		100	%
Reinsurance ceded		5,483		-		-		5,483
Total (net)	$	19,685	$	1,272	$	125,459	$	146,416
	December 31, 2013
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	1,176	$	586	$	1,886	$	3,648		2	%
At book value less current surrender charge of 5% or more		510		-		-		510		0	%
At fair value		-		-		126,623		126,623		81	%
Total with adjustment or at fair value		1,686		586		128,509		130,781		83	%
At book value without adjustment (minimal or no charge or adjustment)		8,634		-		-		8,634		6	%
Not subject to discretionary withdrawal		15,764		686		122		16,572		11	%
Total (gross)		26,084		1,272		128,631		155,987		100	%
Reinsurance ceded		5,992		-		-		5,992
Total (net)	$	20,092	$	1,272	$	128,631	$	149,995

F-64

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts

Separate accounts held by the Company include individual and group variable annuity and variable life products that offer guarantee and non-guaranteed returns. The net investment experience of the separate account is credited directly to the policyholder and can be positive or negative.

For guarantees of amounts in the event of death, the net amount at risk is defined as the excess of the initial sum insured over the current sum insured for fixed premium variable life insurance contracts, and, for other variable life insurance contracts, is equal to the sum insured when the account value is zero and the policy is still in force.

The deposits related to variable annuities generally provide a GMDB. For annuity products, this can take the form of either (a) return of no less than total deposits made to the contract less any partial withdrawals; (b) total deposits made to the contract less any partial withdrawals plus a minimum return; (c) the highest contract value on a specified anniversary date minus any withdrawals following the contract anniversary; or (d) a combination benefit of (b) and (c) above. The assets and liabilities of these accounts are carried at fair value. The GMDB reserve is held in the Company’s general account policy reserves.

The Company sold contracts with Guaranteed Minimum Income Benefit (“GMIB”) riders from 1998 to 2004. The GMIB rider provides a guaranteed lifetime annuity which may be elected by the contract holder after a stipulated waiting period (7 to 15 years), and which may be larger than what the contract account balance could purchase at then-current annuity purchase rates.

The Company sold contracts with a GMWB rider and has since offered multiple variations of this optional benefit. The GMWB rider provides contract holders a guaranteed annual withdrawal amount over a specified time period or in some cases for as long as they live. In general, guaranteed annual withdrawal amounts are based on deposits and may be reduced if withdrawals exceed allowed amounts. Guaranteed amounts may also be increased as a result of “step-up” provisions which increase the benefit base to higher account values at specified intervals. Guaranteed amounts may also be increased if withdrawals are deferred over a specified period. In addition, certain versions of the GMWB rider extend lifetime guarantees to spouses.

Reinsurance has been utilized to mitigate risk related to some of the GMDB and GMIB riders.

For GMDB, the net amount at risk is defined as the current guaranteed minimum death benefit in excess of the current account balance. For GMIB, the net amount at risk is defined as the excess of the current annuitization income base over the current account value. For GMWB, the net amount at risk is defined as the current guaranteed withdrawal amount minus the current account value. For all the guarantees, the net amount at risk is floored at zero at the single contract level.

The deposits related to the variable life insurance contracts are invested in separate accounts and the Company guarantees a specified death benefit if certain specified premiums are paid by the policyholder, regardless of separate account performance.

F-65

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

The assets legally insulated from the general account are attributed to the following products/transactions:

Product/Transaction	Separate Account Legally Insulated Assets				Separate Account Not Legally Insulated Assets
	December 31,
	2014		2013		2014		2013
	(in millions)
Group Annuities (Deposit Administration)	$	78,905	$	77,273	$	-	$	-
Variable Annuities		43,503		48,224		29		34
Life and COLI		12,359		11,832		-		-
Fixed Products — Institutional and stable value fund		2,713		2,756		-		-
Fixed Products — Retail		24		26		570		546
Investments — Funds		2,061		2,075		-		-
Total	$	139,565	$	142,186	$	599	$	580

As of December 31, 2014 and 2013, the general account of the Company had a maximum guarantee for separate account liabilities $7,816 million and $7,617 million, respectively. To compensate the general account for the risk taken, the separate account paid risk charges and amounts toward separate account guarantees are as follows:

	Risk Charges Paid to General Account		Amounts toward Separate Account Guarantees
	(in millions)
2014		$    252		$      74
2013		$    263		$    109
2012		$    269		$    165
2011		$    261		$    145
2010		$    246		$    137

The Company had the following variable annuities with guaranteed benefits:

	December 31,
	2014		2013
	(in millions, except for ages)
Account value	$	44,116	$	48,855
Amount of reserve held		865		349
Net amount at risk — gross		4,699		4,260
Weighted average attained age		67		66

The following assumptions and methodology were used to determine the amounts above at December 31, 2014 and 2013:

• Actuarial Guideline XLIII (AG43) is used in both years to determine the aggregate reserve for products falling under the scope. Assumptions used in the standard scenario are prescribed by the guideline. Assumptions used in the stochastic scenarios are detailed below.

• The stochastically generated projection scenarios have met the scenario calibration criteria prescribed in AG43.

• In 2014 and 2013, annuity mortality is based on the Ruark Variable Annuity Table, which is based on an industry study of variable annuity deaths. The table is further adjusted by factors varied by rider types (living benefit/GMDB only) and qualified and non-qualified business.

F-66

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

• In 2014 and 2013, annuity base lapse rates vary by product, policy year, and rider type, where the lapse rates range from 0.5% to 40% for GMDB, GMIB and GMWB. These rates are dynamically reduced for guarantees that are in-the-money. Beginning in 2012, rates are also dynamically increased for GMWBs that are out-of-the-money.

• For variable annuities, the swap curve at December 31 is used for discounting in both years.

• For variable annuities, mean return, volatility and correlation assumptions are determined by indices, which have met the calibration criteria prescribed in AG43.

Account balances of variable contracts with guarantees were invested in various separate accounts with the following characteristics:

	December 31,
	2014		2013
	(in millions)
Type of Fund
Equity	$	27,353	$	29,211
Balanced		19,449		21,212
Bonds		5,807		6,278
Money Market		683		861
Total	$	53,292	$	57,562

Information regarding the separate accounts of the Company is as follows:

	December 31,
	2014						2013
	Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total		Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total
	(in millions)
Premiums, deposits and other considerations	$	-	$	13,258	$	13,258	$	-	$	13,613	$	13,613
Reserves for accounts with assets at:
Fair value		1,272		137,306		138,578		1,272		139,976		141,248
Amortized cost		-		-		-		-		-		-
Total	$	1,272	$	137,306	$	138,578	$	1,272	$	139,976	$	141,248

F-67

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

	December 31,
	2014						2013
	Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total		Nonindexed Guarantee Less than or Equal to 4%		Nonguaranteed Separate Account		Total
	(in millions)
Reserves for separate accounts by withdrawal characteristics:
Subject to discretionary withdrawal:
With fair value adjustment	$	531	$	1,879	$	2,410	$	554	$	1,886	$	2,440
At book value without fair value adjustments and with current surrender charge of 5% or more		-		2,483		2,483		-		1,933		1,933
At fair value		28		129,620		129,648		32		135,349		135,381
At book value without fair value adjustments and with current surrender charge of less than 5%		-		3,058		3,058		-		557		557
Subtotal		559		137,040		137,599		586		139,725		140,311
Not subject to discretionary withdrawal		713		266		979		686		251		937
Total	$	1,272	$	137,306	$	138,578	$	1,272	$	139,976	$	141,248

Amounts transferred to and from separate accounts are as follows:

	December 31,
	2014			2013			2012
	(in millions)
Transfers to separate accounts	$	16,100		$	14,916		$	18,798
Transfers from separate accounts		24,329			21,304			22,406
Net transfers to (from) separate accounts	$	(8,229	)	$	(6,388	)	$	(3,608	)

F-68

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

15. Employee Benefit Plans

Retirement Plans: The Company participates in the John Hancock Pension Plan, a qualified defined benefit plan that covers substantially all of its employees. The Company also participates in the John Hancock Non-Qualified Pension Plan, a nonqualified defined benefit plan for employees whose qualified cash balance benefit is restricted by the Internal Revenue Code. Both plans are sponsored by MIC. The non-qualified defined benefit plan was frozen except for grandfathered participants as of January 1, 2008, and the benefits accrued under this plan continue to be subject to the plan’s provisions.

The Company is jointly and severally liable for the funding requirements of the plans and will recognize its allocation, from MIC, of the required contributions to the plans as pension expense in its Statements of Operations. The allocation is derived by utilizing participant data, provided by the plan actuary, to calculate payments into the trust for the qualified plan and payments to participants for the non-qualified plan. The expense for these plans was $37 million, $41 million, and $57 million in 2014, 2013 and 2012, respectively.

The Company participates in the John Hancock Supplemental Retirement Plan, a non-qualified defined contribution plan maintained by MFC, which was established as of January 1, 2008 with participant directed investment options. The expense for this plan was not material for the years ended 2014, 2013 and 2012, respectively. The prior non-qualified defined contribution plan was frozen except for grandfathered participants as of January 1, 2008, and the benefits accrued under the prior plan continue to be subject to the prior plan provisions.

The Company also maintains a separate rabbi trust for the purpose of holding assets to be used to satisfy its obligations with respect to certain other non-qualified retirement plans of $332 million and $344 million at December 31, 2014 and 2013, respectively. In the event of insolvency of the Company, the rabbi trust assets can be used to satisfy claims of general creditors.

401 (k) Plans: The Company participates in qualified defined contribution plans for its employees who meet certain eligibility requirements. These plans include the Investment-Incentive Plan for John Hancock Employees and the John Hancock Savings and Investment Plan. Both plans are sponsored by JHUSA. Expense is primarily comprised of the amounts the Company contributes to the plans, which fully matches eligible participants’ basic pre-tax or Roth contributions, subject to a 4% per participant maximum. The expense for the defined contribution plans was not material for the years ended 2014, 2013 and 2012, respectively.

Deferred Compensation Plan: The Company maintains the Deferred Compensation Plan for Certain Employees of John Hancock, and the Deferred Compensation Plan of the John Hancock Financial Network, both of which are deferred compensation plans sponsored by MFC. These plans are for a select group of management or highly compensated employees and certain qualified agents. The plans are fully funded and accounts are maintained by a third-party administrator. Under these plans, participants have the flexibility and opportunity to invest their plan balances in mutual funds. The liability for these plans at December 31, 2014 and 2013 was $91 million and $88 million, respectively.

Prior to January 1, 2006, the Company offered the Legacy Deferred Compensation Plan for Certain Employees of John Hancock Life Insurance Company (USA), the legacy plan, which is closed to new participation and is unfunded. These are notional accounts and all liabilities have remained with the Company and are paid out of general account assets when a distribution is taken. The liability for this plan was not material as of December 31, 2014 and 2013 respectively.

Postretirement Benefit Plan: The Company participates in the John Hancock Employee Welfare Plan which is sponsored by MIC. Consistent with the pension plan, the Company is jointly and severally liable for the funding requirements of the plan and will recognize its allocation, from MIC, of the benefits earned by plan participants as postretirement benefits expense in its Statements of Operations. The allocation is derived by utilizing participant data, provided by the plan actuary, to calculate the benefits earned; i.e., service cost, relating to participants employed by the Company. In addition, any difference between actual cash paid for benefits to plan participants and benefits earned is recorded directly to unassigned surplus. The expense and charge to surplus for the John Hancock Employee Welfare Plan were not material for the years ended 2014, 2013 and 2012, respectively.

F-69

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt

Lines of Credit:At December 31, 2014, the Company, MFC, and other MFC subsidiaries had a committed line of credit through a group of banks totaling $500 million pursuant to a multi-year facility, which will expire in 2019. The banks will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, MFC is required to maintain a certain minimum level of net worth, and MFC and the Company are required to comply with certain other covenants, which were met at December 31, 2014. At December 31, 2014, MFC and its subsidiaries, including the Company, had no outstanding borrowings under the agreement.

At December 31, 2014, the Company had a committed line of credit agreement established by MLI totaling $1 billion, which will expire in 2018. MLI will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, the Company is required to maintain a certain minimum level of net worth and comply with certain other covenants as long as any amount is owed to the lender under the agreement. At December 31, 2014, the Company had no outstanding borrowings under the agreement.

At December 31, 2014, JHUSA and MIC share in a committed line of credit established by MFC totaling $1 billion, which will expire in 2018. MFC will commit, when requested, to loan funds at prevailing interest rates as determined in accordance with the line of credit agreement. Under the terms of the agreement, the Company is required to maintain a certain minimum level of net worth and comply with certain other covenants, as long as any amount is owed to the lender under the agreement. At December 31, 2014, the Company had no outstanding borrowings under the agreement.

Consumer Notes: The Company issued consumer notes through its SignatureNotes Program. SignatureNotes may be redeemed upon the death of the holder, subject to an annual overall program redemption limitation of 1% of the aggregate securities outstanding, or $1 million, or an individual redemption limitation of $200,000 of aggregate principal. SignatureNotes have a variety of issue dates, maturities, interest rates and call provisions. The notes payable balance as of December 31, 2014 and 2013 was $411 million and $644 million, respectively. Interest ranging from 3.1% to 6.0% is due in varying amounts to 2032.

Aggregate maturities of consumer notes are as follows: 2015-$146 million; 2016-$64 million; 2017-$4 million; 2018-$43 million; 2019-$16 million; and thereafter $138 million.

Interest expense on consumer notes, included in benefits to policyholders, was $24 million, $30 million, and $ 36 million in 2014, 2013 and 2012, respectively. Interest paid amounted to $24 million, $30 million, and $ 36 million in 2014, 2013 and 2012, respectively.

Affiliated Debt: Pursuant to a demand note receivable dated September 30, 2008, the Company has $295 million outstanding with MIC. The note, which was to have matured on March 31, 2013, was extended to March 31, 2018. This note was reported as a nonadmitted asset at December 31, 2014 and 2013 since the counterparty is the parent entity of the Company; however, this note will continue to accrue interest throughout the duration of the contract as per the terms of the note. Prior to March 31, 2013, the interest rate was calculated at a fluctuating rate equal to 3-month LIBOR plus 83 basis points per annum. Following the extension, the interest rate is calculated at a fluctuating rate equal to 3-month LIBOR plus 180 basis points per annum. Interest income was $6 million, $6 million, and $4 million for the years ended December 31, 2014, 2013 and 2012, respectively.

The Company has a demand note receivable dated March 2, 2009 with John Hancock Leasing Corporation (“JH Leasing”) that allows it to loan a minimum principal of $125,000 or an amount in excess in increments of $5,000. As of December 31, 2014 and 2013, the Company had amounts receivable from JH Leasing of $0 million and $3 million, respectively.

Pursuant to a promissory note dated June 28, 2012, the Company borrowed $153 million from Manulife Finance Switzerland AG (“MFSA”). Interest on the loan is calculated at a fluctuating rate equal to 3-month LIBOR plus 90 basis points per annum and is payable quarterly. In addition, the Company renewed two previously outstanding promissory notes to MFSA with an outstanding balance of $7 million and combined these notes with the new note issued on June 28, 2012, thus bringing the total principal balance due to $160 million. On May 23, 2014, the maturity date was extended for a period of one year to June 28, 2015. Following the extension, the interest rate was amended and is calculated at a fluctuating rate equal to 3-month LIBOR plus 88 basis points per annum and is payable quarterly effective from June 28, 2014. Interest expense was $2 million, $2 million, and $1 million for the years ended December 31, 2014, 2013 and 2012, respectively.

F-70

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt - (continued)

Pursuant to a demand note dated December 20, 2012, the Company borrowed $130 million from MIC. The note matures on December 20, 2015. Interest on the loan is calculated at a fluctuating rate equal to the one-month LIBOR rate and is payable monthly. Interest expense was $0 million, $0 million, and $0 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Pursuant to a senior note receivable dated December 9, 2014, the Company has $40 million outstanding with JHS. The note matures on December 9, 2019. Interest on the loan is calculated at a fluctuating rate equal to the 3-month LIBOR rate plus 180 basis points per annum and is payable quarterly. Interest income was $0 million for the year ended December 31, 2014.

FHLB (Federal Home Loan Bank) Agreements: The Company is a member of the Federal Home Loan Bank of Indianapolis (FHLBI). The Company uses advances from the FHLBI as a part of its liquidity management program, and any funds obtained for this purpose would be accounted for as borrowed money.

The following table indicates the aggregate amount of the FHLBI capital stock held related to the agreement:

	December 31, 2014
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account
	(in millions)
(a) Membership stock — Class A	$	-	$	-	$	-
(b) Membership stock — Class B		20		20		-
(c) Activity stock		-		-		-
(d) Excess stock		-		-		-
(e) Aggregate total	$	20	$	20	$	-
(f) Actual or estimated borrowing capacity as determined by the insurer	$	446		-		-
	December 31, 2013
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account
	(in millions)
(a) Membership stock — Class A	$	-	$	-	$	-
(b) Membership stock — Class B		19		19		-
(c) Activity stock		-		-		-
(d) Excess stock		-		-		-
(e) Aggregate total	$	19	$	19	$	-
(f) Actual or estimated borrowing capacity as determined by the insurer	$	373		-		-

FHLBI membership stock of $20 million and $19 million was classified as not eligible for redemption for the years ended December 31, 2014 and 2013, respectively. The Company did not have any collateral pledged to FHLBI as of December 31, 2014 and 2013.

F-71

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

16. Lines of Credit, Consumer Notes and Affiliated Debt - (continued)

The following table represents the aggregate amount of borrowing from FHLBI:

	December 31, 2014
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account		(4) Funding Agreements Reserves Established
	(in millions)
(a) Debt	$	-	$	-	$	-		-
(b) Funding agreements		-		-		-
(c) Other		-		-		-		-
(d) Aggregate total	$	-	$	-	$	-	$	-
	December 31, 2013
	(1) (Col 2 +3) Total		(2) General Account		(3) Separate Account		(4) Funding Agreements Reserves Established
	(in millions)
(a) Debt	$	-	$	-	$	-		-
(b) Funding agreements		-		-		-
(c) Other		-		-		-		-
(d) Aggregate total	$	-	$	-	$	-	$	-

The maximum amount of aggregate borrowings from FHLBI during 2014 was $10 million. The Company is not subject to any prepayment obligations under current borrowing agreements.

17. Closed Blocks

The Company operates two separate closed blocks for the benefit of certain classes of individual or joint traditional participating whole life insurance policies. The JHUSA closed block was established upon the demutualization of MLI for those designated participating policies that were in-force on September 23, 1999. The JHLICO closed block was established upon the demutualization of JHLICO for those designated participating policies that were in-force on February 1, 2000. As a result of the merger in 2009, the property and obligations of the JHLICO closed block became the property and obligations of JHUSA, but the Company operates these two closed blocks separately.

Assets were allocated to the closed blocks in an amount that, together with anticipated revenues from policies included in the closed blocks, was reasonably expected to be sufficient to support such business, including provision for payment of benefits, direct asset acquisition and disposition costs, taxes, and for continuation of dividend scales, assuming experience underlying such dividend scales continues.

Assets allocated to the closed blocks inure solely to the benefit of policyholders included in the closed blocks and will not revert to the benefit of the shareholders of the Company. In addition, if the assets allocated to the closed blocks and the revenues from the closed blocks’ business prove to be insufficient to pay the benefits guaranteed in the closed blocks, the Company will be required to make payments from its general funds in an amount equal to the shortfall.

If, over time, the aggregate performance of the assets and policies of a closed block is better than was assumed in funding that closed block, dividends to policyholders for that closed block will be increased. If, over time, the aggregate performance of the assets and policies of a closed block is less favorable than was assumed in funding that closed block, dividends to policyholders for that closed block will be reduced.

F-72

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

17. Closed Blocks - (continued)

No reallocation, transfer, borrowing, or lending of assets can be made between the closed blocks and other portions of the Company’s general account, any of its separate accounts, or any affiliate of the Company without prior notification to or approval of the Insurance Department.

The excess of the closed blocks’ liabilities over the closed blocks’ assets represents the expected future post-tax contribution from that closed block which may be recognized in income over the period the policies and contracts in that closed block remain in force.

The following table sets forth certain summarized financial information relating to the JHUSA and JHLICO closed blocks. The JHLICO assets and liabilities exclude the impact of the transfer of the NY business (described in the Reinsurance Note), consistent with the Closed Block Annual Statement filed with the State of Michigan.

	JHUSA				JHLICO
	2014		2013		2014		2013
	(in millions)
Assets:
Bonds	$	3,153	$	2,959	$	6,248	$	6,143
Stocks:
Preferred stocks		-		-		4		4
Common stocks		1		1		11		9
Mortgage loans on real estate		402		514		1,633		1,971
Real estate		842		698		12		12
Cash, cash equivalents and short-term investments		3		-		4		3
Policy loans		1,551		1,585		1,354		1,504
Other invested assets		113		116		127		109
Total cash and invested assets		6,065		5,873		9,393		9,755
Investment income due and accrued		105		101		126		124
Premiums due and deferred		12		13		68		75
Net deferred tax asset		112		112		157		188
Other closed block assets		63		234		91		53
Total closed block assets	$	6,357	$	6,333	$	9,835	$	10,195
Obligations:
Policy reserves		5,871		5,989		9,710		10,159
Policyholders’ and beneficiaries’ funds		67		69		1,360		1,394
Dividends payable to policyholders		314		319		208		216
Policy benefits in process of payment		52		72		155		139
Other policy obligations		2		6		6		7
Other closed block obligations		720		763		198		170
Total closed block obligations	$	7,026	$	7,218	$	11,637	$	12,085

18. Subsequent Events

The Company evaluated the recognition and disclosure of subsequent events for its December 31, 2014 financial statements through March 25, 2015, the date the financial statements were issued.

F-73

AUDITED FINANCIAL STATEMENTS

John Hancock Life Insurance Company (U.S.A.) Separate Account N

December 31, 2014

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Audited Financial Statements

December 31, 2014

Contents

Report of Independent Registered Public Accounting Firm	3
Statements of Assets and Liabilities	5
Statements of Operations and Changes in Contract Owners’ Equity	24
Notes to Financial Statements	67

2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors of John Hancock Life Insurance Company (U.S.A.) and Contract Owners of John Hancock Life Insurance Company (U.S.A.) Separate Account N

We have audited the accompanying statements of assets and liabilities of John Hancock Life Insurance Company (U.S.A.) Separate Account N (the Account) comprised of the following sub-accounts,

500 Index Fund B Series NAV	International Equity Index Trust B Series I
Active Bond Trust Series I	International Equity Index Trust B Series NAV
Active Bond Trust Series NAV	International Growth Stock Trust Series I
All Cap Core Trust Series I	International Growth Stock Trust Series NAV
All Cap Core Trust Series NAV	International Small Company Trust Series I
Alpha Opportunities Trust Series I	International Small Company Trust Series NAV
Alpha Opportunities Trust Series NAV	International Value Trust Series I
American Asset Allocation Trust Series I	International Value Trust Series NAV
American Global Growth Trust Series I	Investment Quality Bond Trust Series I
American Growth Trust Series I	Investment Quality Bond Trust Series NAV
American Growth-Income Trust Series I	Lifestyle Aggressive MVP Series I
American International Trust Series I	Lifestyle Aggressive MVP Series NAV
American New World Trust Series I	Lifestyle Balanced MVP Series I
Blue Chip Growth Trust Series I	Lifestyle Balanced MVP Series NAV
Blue Chip Growth Trust Series NAV	Lifestyle Conservative MVP Series I
Bond Trust Series I	Lifestyle Conservative MVP Series NAV
Bond Trust Series NAV	Lifestyle Growth MVP Series I
Capital Appreciation Trust Series I	Lifestyle Growth MVP Series NAV
Capital Appreciation Trust Series NAV	Lifestyle Moderate MVP Series I
Capital Appreciation Value Trust Series I	Lifestyle Moderate MVP Series NAV
Capital Appreciation Value Trust Series NAV	M Capital Appreciation
Core Bond Trust Series I	M Large Cap Growth
Core Bond Trust Series NAV	Mid Cap Index Trust Series I
Core Strategy Trust Series I	Mid Cap Index Trust Series NAV
Core Strategy Trust Series NAV	Mid Cap Stock Trust Series I
Emerging Markets Value Trust Series I	Mid Cap Stock Trust Series NAV
Emerging Markets Value Trust Series NAV	Mid Value Trust Series I
Equity-Income Trust Series I	Mid Value Trust Series NAV
Equity-Income Trust Series NAV	Money Market Trust B Series NAV
Financial Industries Trust Series I	Money Market Trust Series I
Financial Industries Trust Series NAV	PIMCO All Asset
Franklin Templeton Founding Allocation Trust Series I	Real Estate Securities Trust Series I
Franklin Templeton Founding Allocation Trust Series NAV	Real Estate Securities Trust Series NAV
Fundamental All Cap Core Trust Series I	Real Return Bond Trust Series I
Fundamental All Cap Core Trust Series NAV	Real Return Bond Trust Series NAV
Fundamental Large Cap Value Trust Series I	Science & Technology Trust Series I
Fundamental Large Cap Value Trust Series NAV	Science & Technology Trust Series NAV
Global Bond Trust Series I	Short Term Government Income Trust Series I
Global Bond Trust Series NAV	Short Term Government Income Trust Series NAV
Global Trust Series I	Small Cap Growth Trust Series I
Global Trust Series NAV	Small Cap Growth Trust Series NAV
Health Sciences Trust Series I	Small Cap Index Trust Series I
Health Sciences Trust Series NAV	Small Cap Index Trust Series NAV
High Yield Trust Series I	Small Cap Opportunities Trust Series I
High Yield Trust Series NAV	Small Cap Opportunities Trust Series NAV
International Core Trust Series I	Small Cap Value Trust Series I
International Core Trust Series NAV	Small Cap Value Trust Series NAV

3

Small Company Value Trust Series I	U.S. Equity Trust Series I
Small Company Value Trust Series NAV	U.S. Equity Trust Series NAV
Strategic Income Opportunities Trust Series I	Ultra Short Term Bond Trust Series I
Strategic Income Opportunities Trust Series NAV	Ultra Short Term Bond Trust Series NAV
Total Bond Market Trust B Series NAV	Utilities Trust Series I
Total Return Trust Series I	Utilities Trust Series NAV
Total Return Trust Series NAV	Value Trust Series I
Total Stock Market Index Trust Series I	Value Trust Series NAV
Total Stock Market Index Trust Series NAV

as of December 31, 2014, and the related statements of operations and changes in contract owners’ equity and unit values disclosure for the above mentioned sub-accounts and for the Fundamental Value Trust Series I, Fundamental Value Trust Series NAV, Natural Resources Trust Series I and Natural Resources Trust Series NAV (the “closed sub-accounts”) for each of the years or periods indicated therein. These financial statements and unit values disclosure are the responsibility of the Account’s management. Our responsibility is to express an opinion on these financial statements and unit values disclosure based on our audits.

We conducted our audits 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 the financial statements and unit values disclosure are free of material misstatement. We were not engaged to perform an audit of the Account’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Account’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and unit values disclosure, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of December 31, 2014, by correspondence with the fund companies, or their transfer agents, as applicable. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and unit values disclosure referred to above present fairly, in all material respects, the financial position of each of the above mentioned sub-accounts constituting John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2014, the results of their and the closed sub-accounts’ operations, changes in contract owners’ equity and unit values disclosure for the years or periods indicated therein in conformity with U.S. generally accepted accounting principles.

/s/ ERNST & YOUNG LLP

Toronto, Canada

March 27, 2015

4

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	500 Index Fund B		Active Bond Trust		Active Bond Trust		All Cap Core Trust		All Cap Core Trust		Alpha Opportunities
	Series NAV		Series I		Series NAV		Series I		Series NAV		Trust Series I
Total Assets
Investments at fair value	$	70,165,738	$	652,410	$	258,343	$	485,040	$	1,485,095	$	44,060
Units outstanding		1,978,310		31,753		3,635		16,812		73,424		1,984
Unit value	$	35.47	$	20.55	$	71.07	$	28.85	$	20.23	$	22.21
Shares		2,732,311		66,034		26,122		17,754		54,339		3,240
Cost	$	58,017,941	$	659,055	$	264,154	$	312,799	$	1,101,489	$	49,235

See accompanying notes.

5

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

			American Asset								American
	Alpha Opportunities		Allocation Trust		American Global		American Growth		American Growth-		International Trust
	Trust Series NAV		Series I		Growth Trust Series I		Trust Series I		Income Trust Series I		Series I
Total Assets
Investments at fair value	$	451,105	$	9,330,298	$	294,485	$	13,915,124	$	12,621,437	$	17,919,976
Units outstanding		18,510		638,145		20,260		605,899		501,916		885,723
Unit value	$	24.37	$	14.62	$	14.54	$	22.97	$	25.15	$	20.23
Shares		33,121		592,400		18,568		578,111		525,893		971,272
Cost	$	528,190	$	6,008,594	$	257,597	$	11,004,116	$	8,366,489	$	16,855,153

See accompanying notes.

6

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	American New		Blue Chip Growth		Blue Chip Growth				Bond Trust Series		Capital Appreciation
	World Trust Series I		Trust Series I		Trust Series NAV		Bond Trust Series I		NAV		Trust Series I
Total Assets
Investments at fair value	$	2,024,617	$	6,900,133	$	37,958,334	$	763,656	$	660,948	$	7,804,233
Units outstanding		127,899		154,074		310,431		69,117		59,182		331,659
Unit value	$	15.83	$	44.78	$	122.28	$	11.05	$	11.17	$	23.53
Shares		153,148		192,311		1,058,515		55,864		48,386		504,475
Cost	$	2,171,914	$	4,952,492	$	29,628,904	$	770,627	$	674,172	$	7,267,092

See accompanying notes.

7

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

					Capital Appreciation
	Capital Appreciation		Capital Appreciation		Value Trust Series		Core Bond Trust		Core Bond Trust		Core Strategy Trust
	Trust Series NAV		Value Trust Series I		NAV		Series I		Series NAV		Series I
Total Assets
Investments at fair value	$	1,316,065	$	3,067,556	$	170,141	$	13,635	$	1,029,116	$	103,391
Units outstanding		54,104		180,139		9,702		716		63,291		7,355
Unit value	$	24.32	$	17.03	$	17.54	$	19.04	$	16.26	$	14.06
Shares		85,017		240,028		13,323		1,031		78,141		6,916
Cost	$	1,139,994	$	3,052,717	$	172,015	$	14,298	$	1,046,222	$	99,135

See accompanying notes.

8

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Core Strategy Trust  Series NAV		Emerging Markets Value Trust Series I		Emerging  Markets Value Trust Series NAV		Equity-Income Trust Series I		Equity-Income Trust Series NAV		Financial Industries Trust Series I (f)
Total Assets
Investments at fair value	$	2,754,913	$	174,123	$	1,069,467	$	13,815,930	$	41,632,989	$	1,468,331
Units outstanding		186,973		12,966		94,432		330,215		908,115		66,065
Unit value	$	14.73	$	13.43	$	11.33	$	41.84	$	45.85	$	22.23
Shares		184,152		19,542		120,165		721,082		2,179,738		85,867
Cost	$	2,717,733	$	189,054	$	1,219,080	$	12,805,025	$	39,987,377	$	1,292,530

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

9

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Financial Industries Trust Series NAV (f)		Franklin Templeton Founding Allocation Trust Series I		Franklin Templeton Founding Allocation Trust Series NAV		Fundamental All Cap  Core Trust Series I		Fundamental All Cap  Core Trust Series NAV		Fundamental Large Cap  Value Trust Series I
Total Assets
Investments at fair value	$	421,279	$	10,707	$	223,988	$	305,617	$	1,008,965	$	7,280,882
Units outstanding		14,800		771		15,395		8,736		46,584		269,824
Unit value	$	28.46	$	13.89	$	14.55	$	34.98	$	21.66	$	26.98
Shares		24,680		822		17,217		13,565		44,625		415,576
Cost	$	368,509	$	10,410	$	200,746	$	267,124	$	752,173	$	6,993,461

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

10

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Fundamental Large
	Cap Value Trust		Global Bond Trust		Global Bond Trust				Global Trust Series		Health Sciences
	Series NAV		Series I		Series NAV		Global Trust Series I		NAV		Trust Series I
Total Assets
Investments at fair value	$	3,363,327	$	2,486,507	$	6,936,132	$	3,234,105	$	2,209,342	$	6,505,363
Units outstanding		168,466		88,633		225,164		113,243		128,007		100,406
Unit value	$	19.96	$	28.05	$	30.80	$	28.56	$	17.26	$	64.79
Shares		191,971		198,128		554,891		165,174		112,952		193,901
Cost	$	3,015,586	$	2,548,779	$	7,120,587	$	3,152,797	$	2,208,351	$	5,302,736

See accompanying notes.

11

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Health Sciences		High Yield Trust		High Yield Trust		International Core		International Core		International Equity
	Trust Series NAV		Series I		Series NAV		Trust Series I		Trust Series NAV		Index Trust B Series I
Total Assets
Investments at fair value	$	4,453,523	$	3,940,682	$	3,919,626	$	2,612,774	$	390,023	$	4,391,997
Units outstanding		82,761		134,138		185,483		133,817		24,279		382,220
Unit value	$	53.81	$	29.38	$	21.13	$	19.53	$	16.06	$	11.49
Shares		131,839		691,348		696,203		248,362		37,216		277,098
Cost	$	3,599,916	$	4,295,087	$	4,262,346	$	2,690,951	$	397,284	$	4,419,717

See accompanying notes.

12

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	International Equity Index Trust B Series NAV		International Growth Stock Trust Series I		International Growth Stock Trust Series NAV		International Small Company Trust Series I		International Small Company Trust Series NAV		International Value Trust  Series I
Total Assets
Investments at fair value	$	12,445,286	$	389,721	$	8,259,090	$	964,173	$	1,102,938	$	3,564,560
Units outstanding		274,026		31,635		664,305		70,056		77,732		158,546
Unit value	$	45.42	$	12.32	$	12.43	$	13.76	$	14.19	$	22.48
Shares		785,687		23,505		498,136		83,262		95,327		284,255
Cost	$	12,330,145	$	403,448	$	7,850,249	$	908,914	$	1,056,511	$	3,580,683

See accompanying notes.

13

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

					Investment Quality
	International Value		Investment Quality		Bond Trust Series		Lifestyle Aggressive		Lifestyle Aggressive		Lifestyle Balanced
	Trust Series NAV		Bond Trust Series I		NAV		MVP Series I (a)		MVP Series NAV (a)		MVP Series I (b)
Total Assets
Investments at fair value	$	4,588,626	$	5,210,369	$	696,875	$	1,846,787	$	7,175,743	$	4,472,852
Units outstanding		297,190		169,445		43,612		65,914		384,239		141,756
Unit value	$	15.44	$	30.75	$	15.98	$	28.02	$	18.68	$	31.55
Shares		368,564		447,242		60,024		171,794		666,891		322,484
Cost	$	4,693,689	$	5,153,193	$	709,267	$	1,615,112	$	6,914,695	$	4,173,211

(a) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

See accompanying notes.

14

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

			Lifestyle		Lifestyle
	Lifestyle Balanced		Conservative MVP		Conservative MVP		Lifestyle Growth		Lifestyle Growth		Lifestyle Moderate
	MVP Series NAV (b)		Series I (c)		Series NAV (c)		MVP Series I (d)		MVP Series NAV (d)		MVP Series I (e)
Total Assets
Investments at fair value	$	16,550,537	$	2,267,102	$	5,549,392	$	3,336,327	$	24,905,735	$	1,868,983
Units outstanding		941,999		71,768		338,321		110,388		1,382,122		57,869
Unit value	$	17.57	$	31.59	$	16.40	$	30.22	$	18.02	$	32.30
Shares		1,191,543		187,055		457,116		236,117		1,760,123		140,525
Cost	$	15,833,427	$	2,407,270	$	5,918,554	$	2,986,440	$	23,138,748	$	1,899,556

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(c) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

(d) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

See accompanying notes.

15

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Lifestyle Moderate MVP Series NAV (e)		M Capital Appreciation (g)		M Large Cap Growth (g)		Mid Cap Index Trust Series I		Mid Cap Index Trust Series NAV		Mid Cap Stock Trust Series I
Total Assets
Investments at fair value	$	10,014,996	$	284,699	$	661,179	$	5,654,051	$	9,542,017	$	3,178,771
Units outstanding		579,654		3,347		13,169		144,638		345,780		100,130
Unit value	$	17.28	$	85.06	$	50.21	$	39.09	$	27.60	$	31.75
Shares		752,441		9,421		27,607		253,659		428,085		170,810
Cost	$	10,009,644	$	263,825	$	614,676	$	5,185,315	$	8,805,973	$	2,796,781

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

16

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Mid Cap Stock Trust		Mid Value Trust		Mid Value Trust		Money Market Trust		Money Market Trust
	Series NAV		Series I		Series NAV		B Series NAV		Series I		PIMCO All Asset (g)
Total Assets
Investments at fair value	$	6,700,757	$	5,816,570	$	20,406,311	$	53,776,794	$	25,347,938	$	3,704,837
Units outstanding		90,888		228,646		511,313		3,095,151		1,220,595		222,794
Unit value	$	73.73	$	25.44	$	39.91	$	17.37	$	20.77	$	16.63
Shares		357,374		416,660		1,467,024		53,776,794		25,347,938		351,836
Cost	$	6,618,123	$	5,454,265	$	19,392,036	$	53,776,794	$	25,347,938	$	3,950,994

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

17

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Real Estate		Real Estate						Science &		Science &
	Securities Trust		Securities Trust		Real Return Bond		Real Return Bond		Technology Trust		Technology Trust
	Series I		Series NAV		Trust Series I		Trust Series NAV		Series I		Series NAV
Total Assets
Investments at fair value	$	11,707,207	$	13,743,347	$	2,433,390	$	11,876,727	$	8,264,943	$	2,267,934
Units outstanding		73,812		98,937		118,175		795,107		273,549		84,429
Unit value	$	158.61	$	138.91	$	20.59	$	14.94	$	30.21	$	26.86
Shares		652,212		770,367		202,783		1,003,102		305,205		83,288
Cost	$	8,189,191	$	11,473,246	$	2,521,299	$	12,725,244	$	6,635,463	$	1,983,361

See accompanying notes.

18

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Short Term		Short Term
	Government Income		Government Income		Small Cap Growth		Small Cap Growth		Small Cap Index		Small Cap Index
	Trust Series I		Trust Series NAV		Trust Series I		Trust Series NAV		Trust Series I		Trust Series NAV
Total Assets
Investments at fair value	$	1,684,090	$	1,430,185	$	1,100,361	$	9,611,290	$	5,649,121	$	5,961,751
Units outstanding		162,685		134,293		41,085		293,216		185,766		229,643
Unit value	$	10.35	$	10.65	$	26.78	$	32.78	$	30.41	$	25.96
Shares		135,923		115,431		94,209		817,287		366,826		386,625
Cost	$	1,721,523	$	1,464,578	$	1,079,757	$	9,382,183	$	5,198,391	$	5,526,522

See accompanying notes.

19

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Small Cap		Small Cap								Small Company
	Opportunities Trust		Opportunities Trust		Small Cap Value		Small Cap Value		Small Company		Value Trust Series
	Series I		Series NAV		Trust Series I		Trust Series NAV		Value Trust Series I		NAV
Total Assets
Investments at fair value	$	15,811,294	$	321,029	$	888,050	$	8,868,217	$	5,332,408	$	1,391,555
Units outstanding		429,728		16,522		37,291		128,165		166,559		60,990
Unit value	$	36.79	$	19.43	$	23.81	$	69.19	$	32.02	$	22.82
Shares		500,992		10,217		36,085		361,084		215,625		56,361
Cost	$	15,049,552	$	307,761	$	848,854	$	8,172,798	$	4,538,797	$	1,247,391

See accompanying notes.

20

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Strategic Income		Strategic Income
	Opportunities Trust		Opportunities Trust		Total Bond Market		Total Return Trust		Total Return Trust		Total Stock Market
	Series I		Series NAV		Trust B Series NAV		Series I		Series NAV		Index Trust Series I
Total Assets
Investments at fair value	$	1,845,517	$	3,827,550	$	16,376,223	$	13,400,049	$	28,029,068	$	2,980,160
Units outstanding		75,032		199,884		693,208		475,980		1,554,096		133,517
Unit value	$	24.60	$	19.15	$	23.62	$	28.15	$	18.04	$	22.32
Shares		139,389		289,966		1,580,717		972,427		2,042,935		160,829
Cost	$	1,881,973	$	3,896,508	$	16,373,490	$	13,656,444	$	29,043,882	$	2,393,795

See accompanying notes.

21

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Total Stock Market								Ultra Short Term
	Index Trust Series		U.S. Equity Trust		U.S. Equity Trust		Ultra Short Term		Bond Trust Series
	NAV		Series I		Series NAV		Bond Trust Series I		NAV		Utilities Trust Series I
Total Assets
Investments at fair value	$	1,552,966	$	1,343,040	$	3,020,558	$	9,125	$	736,071	$	2,201,188
Units outstanding		19,481		92,865		206,068		931		73,092		63,595
Unit value	$	79.72	$	14.46	$	14.66	$	9.80	$	10.07	$	34.61
Shares		83,853		69,265		155,699		773		62,379		135,291
Cost	$	1,370,642	$	1,091,224	$	2,463,577	$	9,267	$	746,385	$	1,949,492

See accompanying notes.

22

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Assets and Liabilities

December 31, 2014

	Utilities Trust Series				Value Trust Series
	NAV		Value Trust Series I		NAV
Total Assets
Investments at fair value	$	4,484,351	$	2,527,117	$	1,373,280
Units outstanding		150,086		48,637		50,565
Unit value	$	29.88	$	51.96	$	27.16
Shares		275,790		98,179		53,414
Cost	$	4,198,800	$	2,054,579	$	1,178,633

See accompanying notes.

23

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	500 Index Fund B Series NAV						Active Bond Trust Series I						Active Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	1,085,153		$	923,231		$	24,116		$	38,096		$	9,373		$	12,736
Expenses:
Mortality and expense risk and administrative charges		(97,809	)		(88,960	)		(3,911	)		(3,469	)		—			—
Net investment income (loss)		987,344			834,271			20,205			34,627			9,373			12,736
Realized gains (losses) on investments:
Capital gain distributions received		948,791			106,786			—			—			—			—
Net realized gain (loss)		5,420,301			5,069,350			900			(2,017	)		(2,607	)		(4,207	)
Realized gains (losses)		6,369,092			5,176,136			900			(2,017	)		(2,607	)		(4,207	)
Unrealized appreciation (depreciation) during the period		568,294			7,764,091			16,625			(33,769	)		6,192			(8,026	)
Net increase (decrease) in contract owners’ equity from operations		7,924,730			13,774,498			37,730			(1,159	)		12,958			503
Changes from principal transactions:
Purchase payments		2,359,292			1,503,071			42,940			30,685			34,311			27,249
Transfers between sub-accounts and the company		7,737,412			4,663,042			131,353			91,588			100,672			(5,193	)
Transfers on general account policy loans		(424,345	)		(561,016	)		(316	)		(313	)		—			—
Withdrawals		(1,536,440	)		(1,849,734	)		(2,508	)		(10,587	)		(62,472	)		(70,815	)
Annual contract fee		(1,294,472	)		(1,129,674	)		(113,061	)		(97,773	)		(6,711	)		(11,628	)
Net increase (decrease) in contract owners’ equity from principal transactions		6,841,447			2,625,689			58,408			13,600			65,800			(60,387	)
Total increase (decrease) in contract owners’ equity		14,766,177			16,400,187			96,138			12,441			78,758			(59,884	)
Contract owners’ equity at beginning of period		55,399,561			38,999,374			556,272			543,831			179,585			239,469
Contract owners’ equity at end of period	$	70,165,738		$	55,399,561		$	652,410		$	556,272		$	258,343		$	179,585
	2014			2013			2014			2013			2014			2013
Units, beginning of period		1,786,837			1,598,559			28,744			28,002			2,703			3,611
Units issued		739,484			953,051			8,679			10,703			2,388			773
Units redeemed		(548,011	)		(764,773	)		(5,670	)		(9,961	)		(1,456	)		(1,681	)
Units, end of period		1,978,310			1,786,837			31,753			28,744			3,635			2,703

See accompanying notes.

24

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	All Cap Core Trust Series I						All Cap Core Trust Series NAV						All Cap Value Trust Series I
	2014			2013			2014			2013			2014		2013 (j)
Income:
Dividend distributions received	$	4,640		$	5,331		$	12,790		$	12,883		$	—	$	30,191
Expenses:
Mortality and expense risk and administrative charges		(2,974	)		(2,828	)		—			—			—		(9,807	)
Net investment income (loss)		1,666			2,503			12,790			12,883			—		20,384
Realized gains (losses) on investments:
Capital gain distributions received		(1	)		1			—			—			—		1,206,265
Net realized gain (loss)		14,306			9,531			45,318			56,163			—		(491,629	)
Realized gains (losses)		14,305			9,532			45,318			56,163			—		714,636
Unrealized appreciation (depreciation) during the period		19,538			107,523			61,679			210,473			—		(76,227	)
Net increase (decrease) in contract owners’ equity from operations		35,509			119,558			119,787			279,519			—		658,793
Changes from principal transactions:
Purchase payments		14,043			17,811			302,703			45,559			—		60,178
Transfers between sub-accounts and the company		52,786			3,695			49,175			(49,902	)		—		(2,695,044	)
Transfers on general account policy loans		(96	)		2,269			—			—			—		—
Withdrawals		(42,584	)		(60,920	)		(21,280	)		1			—		(480,707	)
Annual contract fee		(34,374	)		(30,728	)		(29,289	)		(24,610	)		—		(54,153	)
Net increase (decrease) in contract owners’ equity from principal transactions		(10,225	)		(67,873	)		301,309			(28,952	)		—		(3,169,726	)
Total increase (decrease) in contract owners’ equity		25,284			51,685			421,096			250,567			—		(2,510,933	)
Contract owners’ equity at beginning of period		459,756			408,071			1,063,999			813,432			—		2,510,933
Contract owners’ equity at end of period	$	485,040		$	459,756		$	1,485,095		$	1,063,999		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		17,368			20,572			57,702			59,304			—		122,020
Units issued		3,764			4,675			20,566			7,621			—		23,614
Units redeemed		(4,320	)		(7,879	)		(4,844	)		(9,223	)		—		(145,634	)
Units, end of period		16,812			17,368			73,424			57,702			—		—

(j) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on December 9, 2013.

See accompanying notes.

25

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	All Cap Value Trust Series NAV					Alpha Opportunities Trust Series I						Alpha Opportunities Trust Series NAV
	2014		2013 (j)			2014			2013			2014			2013
Income:
Dividend distributions received	$	—	$	19,273		$	234		$	153		$	2,596		$	301
Expenses:
Mortality and expense risk and administrative charges		—		—			(275	)		(284	)		—			—
Net investment income (loss)		—		19,273			(41	)		(131	)		2,596			301
Realized gains (losses) on investments:
Capital gain distributions received		—		749,351			9,450			2,016			95,285			3,723
Net realized gain (loss)		—		(417,602	)		103			8,618			2,429			893
Realized gains (losses)		—		331,749			9,553			10,634			97,714			4,616
Unrealized appreciation (depreciation) during the period		—		(2,997	)		(6,499	)		401			(81,445	)		3,887
Net increase (decrease) in contract owners’ equity from operations		—		348,025			3,013			10,904			18,865			8,804
Changes from principal transactions:
Purchase payments		—		140,658			54			—			16,627			14,115
Transfers between sub-accounts and the company		—		(1,561,393	)		(56	)		(7,083	)		399,783			3,605
Transfers on general account policy loans		—		(25	)		—			—			—			—
Withdrawals		—		(10,930	)		(15	)		—			(9,409	)		(74	)
Annual contract fee		—		(28,325	)		(1,980	)		(709	)		(19,322	)		(1,148	)
Net increase (decrease) in contract owners’ equity from principal transactions		—		(1,460,015	)		(1,997	)		(7,792	)		387,679			16,498
Total increase (decrease) in contract owners’ equity		—		(1,111,990	)		1,016			3,112			406,544			25,302
Contract owners’ equity at beginning of period		—		1,111,990			43,044			39,932			44,561			19,259
Contract owners’ equity at end of period	$	—	$	—		$	44,060		$	43,044		$	451,105		$	44,561
	2014		2013			2014			2013			2014			2013
Units, beginning of period		—		71,300			2,080			2,599			1,977			1,159
Units issued		—		16,185			48			2,097			17,776			1,267
Units redeemed		—		(87,485	)		(144	)		(2,616	)		(1,243	)		(449	)
Units, end of period		—		—			1,984			2,080			18,510			1,977

(j) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on December 9, 2013.

See accompanying notes.

26

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American Asset Allocation Trust Series I						American Global Growth Trust Series I						American Global Small Capitalization Trust Series I
	2014			2013			2014			2013			2014		2013 (h)
Income:
Dividend distributions received	$	140,129		$	98,233		$	2,383		$	1,650		$	—	$	118
Expenses:
Mortality and expense risk and administrative charges		(59,397	)		(57,675	)		(671	)		(632	)		—		(18	)
Net investment income (loss)		80,732			40,558			1,712			1,018			—		100
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			—			—		—
Net realized gain (loss)		700,722			465,620			4,641			58,508			—		6,287
Realized gains (losses)		700,722			465,621			4,641			58,508			—		6,287
Unrealized appreciation (depreciation) during the period		(344,107	)		1,387,170			(1,449	)		2,318			—		(1,503	)
Net increase (decrease) in contract owners’ equity from operations		437,347			1,893,349			4,904			61,844			—		4,884
Changes from principal transactions:
Purchase payments		591,105			579,644			35,102			29,880			—		5,467
Transfers between sub-accounts and the company		(33,209	)		(45,474	)		66,715			(201,315	)		—		(55,941	)
Transfers on general account policy loans		30,278			31,342			(292	)		5,016			—		—
Withdrawals		(559,024	)		(417,276	)		(6,052	)		(62,160	)		—		(4	)
Annual contract fee		(905,124	)		(903,525	)		(9,555	)		(9,699	)		—		(548	)
Net increase (decrease) in contract owners’ equity from principal transactions		(875,974	)		(755,289	)		85,918			(238,278	)		—		(51,026	)
Total increase (decrease) in contract owners’ equity		(438,627	)		1,138,060			90,822			(176,434	)		—		(46,142	)
Contract owners’ equity at beginning of period		9,768,925			8,630,865			203,663			380,097			—		46,142
Contract owners’ equity at end of period	$	9,330,298		$	9,768,925		$	294,485		$	203,663		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		698,325			756,098			14,273			34,288			—		4,798
Units issued		99,913			53,077			7,623			26,829			—		733
Units redeemed		(160,093	)		(110,850	)		(1,636	)		(46,844	)		—		(5,531	)
Units, end of period		638,145			698,325			20,260			14,273			—		—

(h) Terminated as an investment option and funds transferred to American Global Growth Trust on April 29, 2013.

See accompanying notes.

27

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American Growth Trust Series I						American Growth-Income Trust Series I						American High-Income Bond Trust Series I
	2014			2013			2014			2013			2014		2013 (m)
Income:
Dividend distributions received	$	116,011		$	67,014		$	110,410		$	103,241		$	—	$	30
Expenses:
Mortality and expense risk and administrative charges		(17,013	)		(22,272	)		(52,611	)		(47,529	)		—		(44	)
Net investment income (loss)		98,998			44,742			57,799			55,712			—		(14	)
Realized gains (losses) on investments:
Capital gain distributions received		—			2			—			—			—		935
Net realized gain (loss)		818,731			1,811,240			812,104			661,550			—		(496	)
Realized gains (losses)		818,731			1,811,242			812,104			661,550			—		439
Unrealized appreciation (depreciation) during the period		183,599			1,634,695			222,100			2,257,911			—		557
Net increase (decrease) in contract owners’ equity from operations		1,101,328			3,490,679			1,092,003			2,975,173			—		982
Changes from principal transactions:
Purchase payments		343,412			732,973			543,305			665,437			—		2,464
Transfers between sub-accounts and the company		(44,995	)		(1,720,510	)		529,116			(2,647	)		—		(36,817	)
Transfers on general account policy loans		(9,597	)		25,370			52,478			34,876			—		—
Withdrawals		(508,743	)		(1,907,589	)		(536,252	)		(946,165	)		—		—
Annual contract fee		(286,731	)		(300,902	)		(689,851	)		(664,198	)		—		(475	)
Net increase (decrease) in contract owners’ equity from principal transactions		(506,654	)		(3,170,658	)		(101,204	)		(912,697	)		—		(34,828	)
Total increase (decrease) in contract owners’ equity		594,674			320,021			990,799			2,062,476			—		(33,846	)
Contract owners’ equity at beginning of period		13,320,450			13,000,429			11,630,638			9,568,162			—		33,846
Contract owners’ equity at end of period	$	13,915,124		$	13,320,450		$	12,621,437		$	11,630,638		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		626,036			731,794			507,491			544,695			—		2,968
Units issued		124,403			526,866			83,731			440,687			—		840
Units redeemed		(144,540	)		(632,624	)		(89,306	)		(477,891	)		—		(3,808	)
Units, end of period		605,899			626,036			501,916			507,491			—		—

(m) Terminated as an investment option and funds transferred to High Yield Trust on April 29, 2013.

See accompanying notes.

28

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	American International Trust Series I						American New World Trust Series I						Blue Chip Growth Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	204,669		$	177,397		$	17,702		$	5,103		$	—		$	15,806
Expenses:
Mortality and expense risk and administrative charges		(17,672	)		(18,856	)		(3,454	)		(589	)		(31,145	)		(27,508	)
Net investment income (loss)		186,997			158,541			14,248			4,514			(31,145	)		(11,702	)
Realized gains (losses) on investments:
Capital gain distributions received		2			—			44,793			1			264,854			—
Net realized gain (loss)		1,210,896			908,711			5,038			25,092			867,421			536,790
Realized gains (losses)		1,210,898			908,711			49,831			25,093			1,132,275			536,790
Unrealized appreciation (depreciation) during the period		(1,989,053	)		2,353,913			(197,146	)		23,805			(573,146	)		1,468,804
Net increase (decrease) in contract owners’ equity from operations		(591,158	)		3,421,165			(133,067	)		53,412			527,984			1,993,892
Changes from principal transactions:
Purchase payments		493,412			649,762			124,672			22,850			70,879			65,967
Transfers between sub-accounts and the company		394,733			1,261,597			1,505,817			(210,897	)		(67,179	)		564,306
Transfers on general account policy loans		(5,611	)		19,746			(3,735	)		(2	)		118,866			(6,496	)
Withdrawals		(345,478	)		(2,811,690	)		(17,497	)		(4	)		(206,449	)		(1,032,147	)
Annual contract fee		(356,866	)		(355,144	)		(21,568	)		(10,256	)		(326,511	)		(318,149	)
Net increase (decrease) in contract owners’ equity from principal transactions		180,190			(1,235,729	)		1,587,689			(198,309	)		(410,394	)		(726,519	)
Total increase (decrease) in contract owners’ equity		(410,968	)		2,185,436			1,454,622			(144,897	)		117,590			1,267,373
Contract owners’ equity at beginning of period		18,330,944			16,145,508			569,995			714,892			6,782,543			5,515,170
Contract owners’ equity at end of period	$	17,919,976		$	18,330,944		$	2,024,617		$	569,995		$	6,900,133		$	6,782,543
	2014			2013			2014			2013			2014			2013
Units, beginning of period		878,450			886,530			32,698			45,824			165,084			188,853
Units issued		290,138			488,621			98,038			15,613			36,543			28,817
Units redeemed		(282,865	)		(496,701	)		(2,837	)		(28,739	)		(47,553	)		(52,586	)
Units, end of period		885,723			878,450			127,899			32,698			154,074			165,084

See accompanying notes.

29

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Blue Chip Growth Trust Series NAV						Bond Trust Series I						Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	74,316		$	19,691		$	14,210		$	16,541		$	14,968
Expenses:
Mortality and expense risk and administrative charges		—			—			(2,021	)		(1,573	)		—			—
Net investment income (loss)		—			74,316			17,670			12,637			16,541			14,968
Realized gains (losses) on investments:
Capital gain distributions received		1,293,503			—			—			3,648			—			3,738
Net realized gain (loss)		1,472,842			1,415,722			(156	)		(29	)		(635	)		1,397
Realized gains (losses)		2,766,345			1,415,722			(156	)		3,619			(635	)		5,135
Unrealized appreciation (depreciation) during the period		75,245			6,282,617			12,879			(23,466	)		17,067			(28,131	)
Net increase (decrease) in contract owners’ equity from operations		2,841,590			7,772,655			30,393			(7,210	)		32,973			(8,028	)
Changes from principal transactions:
Purchase payments		2,437,806			1,437,572			558			159			95,223			99,697
Transfers between sub-accounts and the company		4,718,348			4,056,874			243,535			75,540			10,274			(350,122	)
Transfers on general account policy loans		(173,654	)		(1,611	)		—			—			(5,592	)		(70	)
Withdrawals		(303,633	)		(599,122	)		5			—			34			(66,177	)
Annual contract fee		(470,887	)		(317,947	)		(7,180	)		(5,924	)		(19,555	)		(24,201	)
Net increase (decrease) in contract owners’ equity from principal transactions		6,207,980			4,575,766			236,918			69,775			80,384			(340,873	)
Total increase (decrease) in contract owners’ equity		9,049,570			12,348,421			267,311			62,565			113,357			(348,901	)
Contract owners’ equity at beginning of period		28,908,764			16,560,343			496,345			433,780			547,591			896,492
Contract owners’ equity at end of period	$	37,958,334		$	28,908,764		$	763,656		$	496,345		$	660,948		$	547,591
	2014			2013			2014			2013			2014			2013
Units, beginning of period		257,961			208,997			47,293			40,631			51,772			83,643
Units issued		84,573			120,663			23,124			7,186			24,375			15,870
Units redeemed		(32,103	)		(71,699	)		(1,300	)		(524	)		(16,965	)		(47,741	)
Units, end of period		310,431			257,961			69,117			47,293			59,182			51,772

See accompanying notes.

30

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Capital Appreciation Trust Series I						Capital Appreciation Trust Series NAV						Capital Appreciation Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	3,536		$	7,838		$	1,007		$	2,377		$	37,056		$	5,389
Expenses:
Mortality and expense risk and administrative charges		(30,176	)		(16,044	)		—			—			(7,693	)		(1,419	)
Net investment income (loss)		(26,640	)		(8,206	)		1,007			2,377			29,363			3,970
Realized gains (losses) on investments:
Capital gain distributions received		813,711			1			130,651			—			184,493			26,523
Net realized gain (loss)		843,332			113,649			81,335			125,579			4,432			17,282
Realized gains (losses)		1,657,043			113,650			211,986			125,579			188,925			43,805
Unrealized appreciation (depreciation) during the period		(984,607	)		1,144,763			(105,957	)		186,730			(745	)		27,075
Net increase (decrease) in contract owners’ equity from operations		645,796			1,250,207			107,036			314,686			217,543			74,850
Changes from principal transactions:
Purchase payments		29,684			35,237			100,258			104,178			1,475			1,512
Transfers between sub-accounts and the company		(854,757	)		4,553,913			164,837			(121,103	)		2,367,189			106,053
Transfers on general account policy loans		11,731			(9,065	)		(14,267	)		(5,137	)		330			(153	)
Withdrawals		(81,461	)		(40,616	)		(86,188	)		(35,138	)		1,156			(4,037	)
Annual contract fee		(194,503	)		(140,430	)		(42,683	)		(43,042	)		(31,081	)		(6,569	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,089,306	)		4,399,039			121,957			(100,242	)		2,339,069			96,806
Total increase (decrease) in contract owners’ equity		(443,510	)		5,649,246			228,993			214,444			2,556,612			171,656
Contract owners’ equity at beginning of period		8,247,743			2,598,497			1,087,072			872,628			510,944			339,288
Contract owners’ equity at end of period	$	7,804,233		$	8,247,743		$	1,316,065		$	1,087,072		$	3,067,556		$	510,944
	2014			2013			2014			2013			2014			2013
Units, beginning of period		384,105			166,828			49,018			54,106			33,513			27,103
Units issued		104,510			238,193			15,705			16,528			159,328			49,442
Units redeemed		(156,956	)		(20,916	)		(10,619	)		(21,616	)		(12,702	)		(43,032	)
Units, end of period		331,659			384,105			54,104			49,018			180,139			33,513

See accompanying notes.

31

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Capital Appreciation Value Trust Series NAV						Core Allocation Plus Trust Series I					Core Allocation Plus Trust Series NAV
	2014			2013			2014		2013 (i)			2014		2013 (i)
Income:
Dividend distributions received	$	2,106		$	1,277		$	—	$	8		$	—	$	2,468
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(1,338	)		—		—
Net investment income (loss)		2,106			1,277			—		(1,330	)		—		2,468
Realized gains (losses) on investments:
Capital gain distributions received		14,205			8,406			—		118			—		25,419
Net realized gain (loss)		2,701			247			—		87,926			—		(16,311	)
Realized gains (losses)		16,906			8,653			—		88,044			—		9,108
Unrealized appreciation (depreciation) during the period		(3,847	)		3,389			—		1,723			—		(700	)
Net increase (decrease) in contract owners’ equity from operations		15,165			13,319			—		88,437			—		10,876
Changes from principal transactions:
Purchase payments		20,407			14,227			—		—			—		32,807
Transfers between sub-accounts and the company		52,314			36,161			—		(49,971	)		—		(85,509	)
Transfers on general account policy loans		(3	)		—			—		—			—		—
Withdrawals		(17,943	)		161			—		(1,350,694	)		—		8
Annual contract fee		(5,442	)		(2,836	)		—		(12,134	)		—		(2,201	)
Net increase (decrease) in contract owners’ equity from principal transactions		49,333			47,713			—		(1,412,799	)		—		(54,895	)
Total increase (decrease) in contract owners’ equity		64,498			61,032			—		(1,324,362	)		—		(44,019	)
Contract owners’ equity at beginning of period		105,643			44,611			—		1,324,362			—		44,019
Contract owners’ equity at end of period	$	170,141		$	105,643		$	—	$	—		$	—	$	—
	2014			2013			2014		2013			2014		2013
Units, beginning of period		6,770			3,496			—		126,749			—		4,141
Units issued		4,851			3,840			—		2,838			—		2,717
Units redeemed		(1,919	)		(566	)		—		(129,587	)		—		(6,858	)
Units, end of period		9,702			6,770			—		—			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

32

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Core Bond Trust Series I						Core Bond Trust Series NAV						Core Strategy Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	408		$	305		$	17,436		$	9,796		$	2,496		$	869
Expenses:
Mortality and expense risk and administrative charges		(92	)		(125	)		—			—			(697	)		(70	)
Net investment income (loss)		316			180			17,436			9,796			1,799			799
Realized gains (losses) on investments:
Capital gain distributions received		—			547			—			16,477			327			38
Net realized gain (loss)		(128	)		(309	)		(9,656	)		(20,925	)		837			213
Realized gains (losses)		(128	)		238			(9,656	)		(4,448	)		1,164			251
Unrealized appreciation (depreciation) during the period		529			(967	)		22,676			(20,668	)		2,422			1,741
Net increase (decrease) in contract owners’ equity from operations		717			(549	)		30,456			(15,320	)		5,385			2,791
Changes from principal transactions:
Purchase payments		1,558			1,159			15,644			75,394			3,045			391
Transfers between sub-accounts and the company		(240	)		(10,856	)		615,743			(374,806	)		(53,074	)		148,135
Transfers on general account policy loans		—			—			(60,333	)		(94	)		—			—
Withdrawals		4			1			—			(9,503	)		(629	)		(755	)
Annual contract fee		(2,200	)		(2,296	)		(18,375	)		(20,961	)		(2,556	)		(516	)
Net increase (decrease) in contract owners’ equity from principal transactions		(878	)		(11,992	)		552,679			(329,970	)		(53,214	)		147,255
Total increase (decrease) in contract owners’ equity		(161	)		(12,541	)		583,135			(345,290	)		(47,829	)		150,046
Contract owners’ equity at beginning of period		13,796			26,337			445,981			791,271			151,220			1,174
Contract owners’ equity at end of period	$	13,635		$	13,796		$	1,029,116		$	445,981		$	103,391		$	151,220
	2014			2013			2014			2013			2014			2013
Units, beginning of period		763			1,416			29,076			50,497			11,340			104
Units issued		94			54			40,188			8,425			191			11,322
Units redeemed		(141	)		(707	)		(5,973	)		(29,846	)		(4,176	)		(86	)
Units, end of period		716			763			63,291			29,076			7,355			11,340

See accompanying notes.

33

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Core Strategy  Trust Series NAV						Disciplined Diversification  Trust Series I					Disciplined Diversification  Trust Series NAV
	2014			2013			2014		2013 (i)			2014		2013 (i)
Income:
Dividend distributions received	$	67,496		$	1,500		$	—	$	—		$	—	$	843
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(4	)		—		—
Net investment income (loss)		67,496			1,500			—		(4	)		—		843
Realized gains (losses) on investments:
Capital gain distributions received		7,776			3,950			—		2			—		9,667
Net realized gain (loss)		8,293			321			—		83			—		(6,950	)
Realized gains (losses)		16,069			4,271			—		85			—		2,717
Unrealized appreciation (depreciation) during the period		31,650			4,061			—		(1	)		—		(568	)
Net increase (decrease) in contract owners’ equity from operations		115,215			9,832			—		80			—		2,992
Changes from principal transactions:
Purchase payments		401,461			8,580			—		29			—		10,662
Transfers between sub-accounts and the company		2,142,904			193,170			—		9			—		(23,737	)
Transfers on general account policy loans		(132	)		(3	)		—		—			—		(4,528	)
Withdrawals		(92,850	)		2			—		(762	)		—		(2,280	)
Annual contract fee		(52,188	)		(1,471	)		—		(21	)		—		(1,529	)
Net increase (decrease) in contract owners’ equity from principal transactions		2,399,195			200,278			—		(745	)		—		(21,412	)
Total increase (decrease) in contract owners’ equity		2,514,410			210,110			—		(665	)		—		(18,420	)
Contract owners’ equity at beginning of period		240,503			30,393			—		665			—		18,420
Contract owners’ equity at end of period	$	2,754,913		$	240,503		$	—	$	—		$	—	$	—
	2014			2013			2014		2013			2014		2013
Units, beginning of period		17,326			2,612			—		60			—		1,599
Units issued		180,865			14,826			—		3			—		841
Units redeemed		(11,218	)		(112	)		—		(63	)		—		(2,440	)
Units, end of period		186,973			17,326			—		—			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

34

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Emerging Markets Value Trust Series I						Emerging Markets Value Trust Series NAV						Equity-Income Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	3,606		$	13,469		$	22,281		$	21,254		$	245,660		$	214,765
Expenses:
Mortality and expense risk and administrative charges		(2,164	)		(5,999	)		—			—			(53,387	)		(52,148	)
Net investment income (loss)		1,442			7,470			22,281			21,254			192,273			162,617
Realized gains (losses) on investments:
Capital gain distributions received		6,779			41,037			41,505			53,047			1,065,012			—
Net realized gain (loss)		(20,435	)		(163,639	)		(16,528	)		(59,936	)		1,752,773			1,013,622
Realized gains (losses)		(13,656	)		(122,602	)		24,977			(6,889	)		2,817,785			1,013,622
Unrealized appreciation (depreciation) during the period		(5,512	)		80,124			(47,416	)		(66,940	)		(2,158,614	)		1,813,556
Net increase (decrease) in contract owners’ equity from operations		(17,726	)		(35,008	)		(158	)		(52,575	)		851,444			2,989,795
Changes from principal transactions:
Purchase payments		2,863			25,277			202,371			231,412			93,826			77,837
Transfers between sub-accounts and the company		(760,392	)		(333,485	)		(198,275	)		283,018			1,704,089			(1,459,075	)
Transfers on general account policy loans		—			—			(4,798	)		16,736			696			17,339
Withdrawals		(7,992	)		(14,577	)		(496,782	)		(5,727	)		(42,361	)		(436,502	)
Annual contract fee		(8,113	)		(21,620	)		(39,887	)		(39,683	)		(495,220	)		(503,927	)
Net increase (decrease) in contract owners’ equity from principal transactions		(773,634	)		(344,405	)		(537,371	)		485,756			1,261,030			(2,304,328	)
Total increase (decrease) in contract owners’ equity		(791,360	)		(379,413	)		(537,529	)		433,181			2,112,474			685,467
Contract owners’ equity at beginning of period		965,483			1,344,896			1,606,996			1,173,815			11,703,456			11,017,989
Contract owners’ equity at end of period	$	174,123		$	965,483		$	1,069,467		$	1,606,996		$	13,815,930		$	11,703,456
	2014			2013			2014			2013			2014			2013
Units, beginning of period		67,004			89,525			134,286			94,969			301,290			367,008
Units issued		814			79,146			713,944			66,971			166,802			36,638
Units redeemed		(54,852	)		(101,667	)		(753,798	)		(27,654	)		(137,877	)		(102,356	)
Units, end of period		12,966			67,004			94,432			134,286			330,215			301,290

See accompanying notes.

35

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Equity-Income Trust Series NAV						Financial Industries Trust Series I						Financial Industries Trust Series NAV
	2014			2013			2014 (f)			2013			2014 (f)			2013
Income:
Dividend distributions received	$	790,767		$	680,855		$	8,992		$	6,057		$	3,099		$	2,670
Expenses:
Mortality and expense risk and administrative charges		—			—			(4,951	)		(3,863	)		—			—
Net investment income (loss)		790,767			680,855			4,041			2,194			3,099			2,670
Realized gains (losses) on investments:
Capital gain distributions received		3,473,532			—			(2	)		9,974			—			4,102
Net realized gain (loss)		4,446,816			2,306,762			87,594			66,662			85,675			10,901
Realized gains (losses)		7,920,348			2,306,762			87,592			76,636			85,675			15,003
Unrealized appreciation (depreciation) during the period		(5,798,771	)		5,027,675			(7,985	)		127,749			(47,631	)		81,970
Net increase (decrease) in contract owners’ equity from operations		2,912,344			8,015,292			83,648			206,579			41,143			99,643
Changes from principal transactions:
Purchase payments		2,479,533			1,491,832			5,586			3,917			52,593			36,807
Transfers between sub-accounts and the company		828,567			3,779,741			332,004			431,411			(45,926	)		28,972
Transfers on general account policy loans		(104,264	)		37,366			82			(495	)		(40,410	)		(91	)
Withdrawals		(742,584	)		(497,170	)		(21,002	)		(105,841	)		(15,766	)		(25,879	)
Annual contract fee		(524,416	)		(464,942	)		(37,009	)		(21,832	)		(19,593	)		(12,092	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,936,836			4,346,827			279,661			307,160			(69,102	)		27,717
Total increase (decrease) in contract owners’ equity		4,849,180			12,362,119			363,309			513,739			(27,959	)		127,360
Contract owners’ equity at beginning of period		36,783,809			24,421,690			1,105,022			591,283			449,238			321,878
Contract owners’ equity at end of period	$	41,632,989		$	36,783,809		$	1,468,331		$	1,105,022		$	421,279		$	449,238
	2014			2013			2014			2013			2014			2013
Units, beginning of period		862,903			745,054			53,864			37,837			17,147			16,078
Units issued		392,484			410,790			38,849			28,735			10,208			4,295
Units redeemed		(347,272	)		(292,941	)		(26,648	)		(12,708	)		(12,555	)		(3,226	)
Units, end of period		908,115			862,903			66,065			53,864			14,800			17,147

(f) Renamed on November 10, 2014. Previously known as Financial Services Trust.

See accompanying notes.

36

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Franklin Templeton Founding Allocation Trust Series I						Franklin Templeton Founding Allocation Trust Series NAV						Fundamental All Cap Core Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	341		$	293		$	7,219		$	4,404		$	1,279		$	3,023
Expenses:
Mortality and expense risk and administrative charges		(74	)		(79	)		—			—			(1,429	)		(1,498	)
Net investment income (loss)		267			214			7,219			4,404			(150	)		1,525
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		1,656			832			7,542			3,468			123,394			22,490
Realized gains (losses)		1,656			832			7,542			3,468			123,394			22,490
Unrealized appreciation (depreciation) during the period		(1,737	)		1,457			(9,978	)		28,170			(93,080	)		74,471
Net increase (decrease) in contract owners’ equity from operations		186			2,503			4,783			36,042			30,164			98,486
Changes from principal transactions:
Purchase payments		5,065			5,113			22,039			32,953			415			391
Transfers between sub-accounts and the company		—			—			33,474			(8,822	)		(58,885	)		(53,991	)
Transfers on general account policy loans		—			—			(20,124	)		(7	)		—			—
Withdrawals		(2,080	)		1			5			71			1,033			(100	)
Annual contract fee		(5,495	)		(5,058	)		(8,289	)		(5,467	)		(11,626	)		(12,658	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,510	)		56			27,105			18,728			(69,063	)		(66,358	)
Total increase (decrease) in contract owners’ equity		(2,324	)		2,559			31,888			54,770			(38,899	)		32,128
Contract owners’ equity at beginning of period		13,031			10,472			192,100			137,330			344,516			312,388
Contract owners’ equity at end of period	$	10,707		$	13,031		$	223,988		$	192,100		$	305,617		$	344,516
	2014			2013			2014			2013			2014			2013
Units, beginning of period		960			954			13,607			12,111			10,880			13,346
Units issued		358			383			3,682			3,000			7,797			359
Units redeemed		(547	)		(377	)		(1,894	)		(1,504	)		(9,941	)		(2,825	)
Units, end of period		771			960			15,395			13,607			8,736			10,880

See accompanying notes.

37

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Fundamental All Cap Core Trust Series NAV						Fundamental Holdings Trust Series I					Fundamental Large Cap Value Trust Series I
	2014			2013			2014		2013 (i)			2014			2013
Income:
Dividend distributions received	$	4,266		$	6,829		$	—	$	564		$	40,986		$	222
Expenses:
Mortality and expense risk and administrative charges		—			—			—		(107	)		(14,734	)		(775	)
Net investment income (loss)		4,266			6,829			—		457			26,252			(553	)
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—		10,836			(5	)		—
Net realized gain (loss)		28,072			27,594			—		(5,618	)		46,328			1,557
Realized gains (losses)		28,072			27,594			—		5,218			46,323			1,557
Unrealized appreciation (depreciation) during the period		56,502			157,963			—		(2,188	)		214,616			72,717
Net increase (decrease) in contract owners’ equity from operations		88,840			192,386			—		3,487			287,191			73,721
Changes from principal transactions:
Purchase payments		205,539			156,237			—		7,474			11,626			391
Transfers between sub-accounts and the company		(3,897	)		(10,800	)		—		(27,657	)		4,395,659			2,596,174
Transfers on general account policy loans		(159	)		(112	)		—		—			27			—
Withdrawals		(38,673	)		(90,107	)		—		3			(3,776	)		59
Annual contract fee		(21,152	)		(14,233	)		—		(1,143	)		(82,084	)		(1,051	)
Net increase (decrease) in contract owners’ equity from principal transactions		141,658			40,985			—		(21,323	)		4,321,452			2,595,573
Total increase (decrease) in contract owners’ equity		230,498			233,371			—		(17,836	)		4,608,643			2,669,294
Contract owners’ equity at beginning of period		778,467			545,096			—		17,836			2,672,239			2,945
Contract owners’ equity at end of period	$	1,008,965		$	778,467		$	—	$	—		$	7,280,882		$	2,672,239
	2014			2013			2014		2013			2014			2013
Units, beginning of period		39,468			37,548			—		1,244			108,548			160
Units issued		10,943			10,976			—		966			195,130			109,606
Units redeemed		(3,827	)		(9,056	)		—		(2,210	)		(33,854	)		(1,218	)
Units, end of period		46,584			39,468			—		—			269,824			108,548

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

38

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Fundamental Large Cap Value Trust Series NAV						Fundamental Value Trust Series I						Fundamental Value Trust Series NAV
	2014			2013			2014 (k)			2013			2014 (k)			2013
Income:
Dividend distributions received	$	21,278		$	5,457		$	72,835		$	59,273		$	9,879		$	35,694
Expenses:
Mortality and expense risk and administrative charges		—			—			(19,283	)		(24,407	)		—			—
Net investment income (loss)		21,278			5,457			53,552			34,866			9,879			35,694
Realized gains (losses) on investments:
Capital gain distributions received		1			—			1,020,729			(1	)		135,032			—
Net realized gain (loss)		32,525			3,067			849,896			654,910			665,169			288,985
Realized gains (losses)		32,526			3,067			1,870,625			654,909			800,201			288,985
Unrealized appreciation (depreciation) during the period		199,757			141,720			(1,652,966	)		746,325			(671,876	)		558,633
Net increase (decrease) in contract owners’ equity from operations		253,561			150,244			271,211			1,436,100			138,204			883,312
Changes from principal transactions:
Purchase payments		460,766			61,355			69,893			170,078			51,362			81,140
Transfers between sub-accounts and the company		697,513			1,592,535			(4,669,764	)		(792,105	)		(3,054,290	)		(1,864,515	)
Transfers on general account policy loans		(24,390	)		—			27,917			(775	)		—			—
Withdrawals		(63,678	)		(10,656	)		(209,064	)		(1,526,593	)		(19,821	)		(80,579	)
Annual contract fee		(51,422	)		(9,063	)		(225,747	)		(260,157	)		(27,983	)		(54,808	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,018,789			1,634,171			(5,006,765	)		(2,409,552	)		(3,050,732	)		(1,918,762	)
Total increase (decrease) in contract owners’ equity		1,272,350			1,784,415			(4,735,554	)		(973,452	)		(2,912,528	)		(1,035,450	)
Contract owners’ equity at beginning of period		2,090,977			306,562			4,735,554			5,709,006			2,912,528			3,947,978
Contract owners’ equity at end of period	$	3,363,327		$	2,090,977		$	—		$	4,735,554		$	—		$	2,912,528
	2014			2013			2014			2013			2014			2013
Units, beginning of period		115,904			22,510			207,120			329,750			166,902			302,307
Units issued		60,436			94,852			27,140			25,655			20,871			39,531
Units redeemed		(7,874	)		(1,458	)		(234,260	)		(148,285	)		(187,773	)		(174,936	)
Units, end of period		168,466			115,904			—			207,120			—			166,902

(k) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

See accompanying notes.

39

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Global Bond Trust Series I						Global Bond Trust Series NAV						Global Diversification Trust Series I
	2014			2013			2014			2013			2014		2013 (i)
Income:
Dividend distributions received	$	23,529		$	11,747		$	73,583		$	39,271		$	—	$	3,118
Expenses:
Mortality and expense risk and administrative charges		(12,117	)		(12,996	)		—			—			—		(758	)
Net investment income (loss)		11,412			(1,249	)		73,583			39,271			—		2,360
Realized gains (losses) on investments:
Capital gain distributions received		(2	)		—			—			—			—		43,623
Net realized gain (loss)		(21,041	)		(59,272	)		(113,607	)		(671,948	)		—		(15,019	)
Realized gains (losses)		(21,043	)		(59,272	)		(113,607	)		(671,948	)		—		28,604
Unrealized appreciation (depreciation) during the period		57,750			(107,976	)		199,758			49,471			—		(8,995	)
Net increase (decrease) in contract owners’ equity from operations		48,119			(168,497	)		159,734			(583,206	)		—		21,969
Changes from principal transactions:
Purchase payments		16,857			189,135			258,505			224,361			—		23,533
Transfers between sub-accounts and the company		(63,449	)		(317,381	)		137,590			(6,013,991	)		—		(191,176	)
Transfers on general account policy loans		(30	)		(121	)		2,099			14,784			—		(2	)
Withdrawals		(4,376	)		(93,976	)		(109,592	)		(70,918	)		—		(559	)
Annual contract fee		(74,308	)		(78,502	)		(129,900	)		(160,857	)		—		(5,837	)
Net increase (decrease) in contract owners’ equity from principal transactions		(125,306	)		(300,845	)		158,702			(6,006,621	)		—		(174,041	)
Total increase (decrease) in contract owners’ equity		(77,187	)		(469,342	)		318,436			(6,589,827	)		—		(152,072	)
Contract owners’ equity at beginning of period		2,563,694			3,033,036			6,617,696			13,207,523			—		152,072
Contract owners’ equity at end of period	$	2,486,507		$	2,563,694		$	6,936,132		$	6,617,696		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		93,283			103,768			220,019			414,793			—		10,083
Units issued		11,852			48,502			79,106			106,921			—		8,807
Units redeemed		(16,502	)		(58,987	)		(73,961	)		(301,695	)		—		(18,890	)
Units, end of period		88,633			93,283			225,164			220,019			—		—

(i) Terminated as an investment option and funds transferred to Core Strategy Trust on December 9, 2013.

See accompanying notes.

40

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Global Trust Series I						Global Trust Series NAV						Health Sciences Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	66,510		$	25,442		$	42,969		$	8,495		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		(10,877	)		(9,070	)		—			—			(26,805	)		(21,055	)
Net investment income (loss)		55,633			16,372			42,969			8,495			(26,805	)		(21,055	)
Realized gains (losses) on investments:
Capital gain distributions received		(2	)		—			—			—			729,281			359,520
Net realized gain (loss)		216,643			114,491			70,694			6,943			908,983			520,429
Realized gains (losses)		216,641			114,491			70,694			6,943			1,638,264			879,949
Unrealized appreciation (depreciation) during the period		(338,835	)		270,527			(142,227	)		121,026			(111,030	)		784,117
Net increase (decrease) in contract owners’ equity from operations		(66,561	)		401,390			(28,564	)		136,464			1,500,429			1,643,011
Changes from principal transactions:
Purchase payments		16,279			14,304			64,328			42,151			23,664			54,651
Transfers between sub-accounts and the company		1,646,209			(26,761	)		1,544,668			121,618			477,906			78,544
Transfers on general account policy loans		273			(878	)		(1,749	)		(126	)		281			(1,076	)
Withdrawals		(39,914	)		(145,387	)		(34,210	)		(9,382	)		(163,919	)		(167,840	)
Annual contract fee		(77,004	)		(58,869	)		(24,953	)		(12,622	)		(181,642	)		(168,495	)
Net increase (decrease) in contract owners’ equity from principal transactions		1,545,843			(217,591	)		1,548,084			141,639			156,290			(204,216	)
Total increase (decrease) in contract owners’ equity		1,479,282			183,799			1,519,520			278,103			1,656,719			1,438,795
Contract owners’ equity at beginning of period		1,754,823			1,571,024			689,822			411,719			4,848,644			3,409,849
Contract owners’ equity at end of period	$	3,234,105		$	1,754,823		$	2,209,342		$	689,822		$	6,505,363		$	4,848,644
	2014			2013			2014			2013			2014			2013
Units, beginning of period		60,023			70,450			38,965			30,473			98,652			104,498
Units issued		84,659			15,217			105,899			10,744			39,550			27,303
Units redeemed		(31,439	)		(25,644	)		(16,857	)		(2,252	)		(37,796	)		(33,149	)
Units, end of period		113,243			60,023			128,007			38,965			100,406			98,652

See accompanying notes.

41

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Health Sciences Trust Series NAV						High Yield Trust Series I						High Yield Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	—		$	284,027		$	320,073		$	275,166		$	170,353
Expenses:
Mortality and expense risk and administrative charges		—			—			(20,167	)		(21,636	)		—			—
Net investment income (loss)		—			—			263,860			298,437			275,166			170,353
Realized gains (losses) on investments:
Capital gain distributions received		508,708			256,118			—			—			—			—
Net realized gain (loss)		568,470			185,900			126,580			(44,159	)		11,691			58,347
Realized gains (losses)		1,077,178			442,018			126,580			(44,159	)		11,691			58,347
Unrealized appreciation (depreciation) during the period		28,966			618,528			(399,524	)		90,254			(319,495	)		(9,035	)
Net increase (decrease) in contract owners’ equity from operations		1,106,144			1,060,546			(9,084	)		344,532			(32,638	)		219,665
Changes from principal transactions:
Purchase payments		147,658			182,869			24,358			23,741			180,635			140,945
Transfers between sub-accounts and the company		24,070			360,087			(613,194	)		727,545			1,527,095			(143,177	)
Transfers on general account policy loans		3,388			17,035			26			(2	)		(30,909	)		1,460
Withdrawals		(205,217	)		(43,747	)		(33,313	)		(128,390	)		(135,806	)		(70,140	)
Annual contract fee		(85,005	)		(61,570	)		(195,704	)		(201,919	)		(60,038	)		(47,061	)
Net increase (decrease) in contract owners’ equity from principal transactions		(115,106	)		454,674			(817,827	)		420,975			1,480,977			(117,973	)
Total increase (decrease) in contract owners’ equity		991,038			1,515,220			(826,911	)		765,507			1,448,339			101,692
Contract owners’ equity at beginning of period		3,462,485			1,947,265			4,767,593			4,002,086			2,471,287			2,369,595
Contract owners’ equity at end of period	$	4,453,523		$	3,462,485		$	3,940,682		$	4,767,593		$	3,919,626		$	2,471,287
	2014			2013			2014			2013			2014			2013
Units, beginning of period		84,840			72,161			162,490			147,763			116,952			121,865
Units issued		24,737			26,377			67,652			67,623			103,125			110,856
Units redeemed		(26,816	)		(13,698	)		(96,004	)		(52,896	)		(34,594	)		(115,769	)
Units, end of period		82,761			84,840			134,138			162,490			185,483			116,952

See accompanying notes.

42

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Core Trust Series I						International Core Trust Series NAV						International Equity Index Trust B Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	103,795		$	79,557		$	15,636		$	11,420		$	139,780		$	94,924
Expenses:
Mortality and expense risk and administrative charges		(15,327	)		(14,179	)		—			—			(16,336	)		(14,070	)
Net investment income (loss)		88,468			65,378			15,636			11,420			123,444			80,854
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		341,902			6,048			20,645			14,005			141,478			90,643
Realized gains (losses)		341,902			6,048			20,645			14,005			141,478			90,643
Unrealized appreciation (depreciation) during the period		(636,759	)		512,318			(70,695	)		56,502			(485,740	)		297,830
Net increase (decrease) in contract owners’ equity from operations		(206,389	)		583,744			(34,414	)		81,927			(220,818	)		469,327
Changes from principal transactions:
Purchase payments		42,230			40,282			54,808			54,547			45,919			213,051
Transfers between sub-accounts and the company		(66,615	)		219,304			6,067			124,945			616,422			326,012
Transfers on general account policy loans		76,456			4,123			(20,142	)		(6,036	)		14,796			1,235
Withdrawals		(109,266	)		(83,680	)		(8,157	)		(50,224	)		(60,807	)		(217,535	)
Annual contract fee		(135,119	)		(131,260	)		(16,437	)		(12,017	)		(125,810	)		(129,733	)
Net increase (decrease) in contract owners’ equity from principal transactions		(192,314	)		48,769			16,139			111,215			490,520			193,030
Total increase (decrease) in contract owners’ equity		(398,703	)		632,513			(18,275	)		193,142			269,702			662,357
Contract owners’ equity at beginning of period		3,011,477			2,378,964			408,298			215,156			4,122,295			3,459,938
Contract owners’ equity at end of period	$	2,612,774		$	3,011,477		$	390,023		$	408,298		$	4,391,997		$	4,122,295
	2014			2013			2014			2013			2014			2013
Units, beginning of period		144,210			141,733			23,700			15,627			340,922			326,562
Units issued		68,849			25,922			8,616			21,801			152,239			127,503
Units redeemed		(79,242	)		(23,445	)		(8,037	)		(13,728	)		(110,941	)		(113,143	)
Units, end of period		133,817			144,210			24,279			23,700			382,220			340,922

See accompanying notes.

43

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Equity Index Trust B Series NAV						International Growth Stock Trust Series I						International Growth Stock Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	416,066		$	358,804		$	10,387		$	5,454		$	172,045		$	98,403
Expenses:
Mortality and expense risk and administrative charges		—			—			(1,927	)		(1,846	)		—			—
Net investment income (loss)		416,066			358,804			8,460			3,608			172,045			98,403
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		1,143,466			557,661			86,458			20,980			495,808			422,313
Realized gains (losses)		1,143,466			557,661			86,458			20,980			495,808			422,313
Unrealized appreciation (depreciation) during the period		(2,153,028	)		1,108,192			(87,804	)		56,599			(650,451	)		876,074
Net increase (decrease) in contract owners’ equity from operations		(593,496	)		2,024,657			7,114			81,187			17,402			1,396,790
Changes from principal transactions:
Purchase payments		556,375			563,763			3,723			1,298			69,733			67,052
Transfers between sub-accounts and the company		(565,506	)		(911,162	)		(184,571	)		82,095			476,464			1,400,658
Transfers on general account policy loans		(228,754	)		(413,830	)		—			—			(1,226	)		(2,944	)
Withdrawals		(1,316,994	)		(472,801	)		(7,072	)		(60	)		(214,586	)		(21,062	)
Annual contract fee		(342,904	)		(356,079	)		(19,877	)		(18,753	)		(91,616	)		(82,390	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,897,783	)		(1,590,109	)		(207,797	)		64,580			238,769			1,361,314
Total increase (decrease) in contract owners’ equity		(2,491,279	)		434,548			(200,683	)		145,767			256,171			2,758,104
Contract owners’ equity at beginning of period		14,936,565			14,502,017			590,404			444,637			8,002,919			5,244,815
Contract owners’ equity at end of period	$	12,445,286		$	14,936,565		$	389,721		$	590,404		$	8,259,090		$	8,002,919
	2014			2013			2014			2013			2014			2013
Units, beginning of period		313,848			349,015			47,849			42,750			644,899			503,747
Units issued		79,886			97,781			38,740			18,807			256,775			507,663
Units redeemed		(119,708	)		(132,948	)		(54,954	)		(13,708	)		(237,369	)		(366,511	)
Units, end of period		274,026			313,848			31,635			47,849			664,305			644,899

See accompanying notes.

44

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Small Company Trust Series I						International Small Company Trust Series NAV						International Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	13,914		$	17,185		$	15,607		$	18,033		$	116,552		$	68,609
Expenses:
Mortality and expense risk and administrative charges		(5,704	)		(5,625	)		—			—			(16,073	)		(17,552	)
Net investment income (loss)		8,210			11,560			15,607			18,033			100,479			51,057
Realized gains (losses) on investments:
Capital gain distributions received		—			2			—			—			—			—
Net realized gain (loss)		85,694			76,517			35,227			74,630			303,180			265,855
Realized gains (losses)		85,694			76,519			35,227			74,630			303,180			265,855
Unrealized appreciation (depreciation) during the period		(169,505	)		138,946			(123,035	)		123,432			(955,812	)		685,800
Net increase (decrease) in contract owners’ equity from operations		(75,601	)		227,025			(72,201	)		216,095			(552,153	)		1,002,712
Changes from principal transactions:
Purchase payments		10,648			82,117			44,667			66,738			27,089			30,696
Transfers between sub-accounts and the company		35,652			(206,062	)		161,099			69,764			208,846			(1,346,803	)
Transfers on general account policy loans		(574	)		(5,987	)		1,022			4,252			(746	)		615
Withdrawals		(12,930	)		(26,866	)		(36,921	)		(107,950	)		(99,168	)		(152,068	)
Annual contract fee		(43,935	)		(44,216	)		(42,381	)		(38,694	)		(144,177	)		(136,222	)
Net increase (decrease) in contract owners’ equity from principal transactions		(11,139	)		(201,014	)		127,486			(5,890	)		(8,156	)		(1,603,782	)
Total increase (decrease) in contract owners’ equity		(86,740	)		26,011			55,285			210,205			(560,309	)		(601,070	)
Contract owners’ equity at beginning of period		1,050,913			1,024,902			1,047,653			837,448			4,124,869			4,725,939
Contract owners’ equity at end of period	$	964,173		$	1,050,913		$	1,102,938		$	1,047,653		$	3,564,560		$	4,124,869
	2014			2013			2014			2013			2014			2013
Units, beginning of period		70,728			86,613			68,776			69,432			160,541			231,082
Units issued		20,783			22,809			18,587			32,460			50,509			18,466
Units redeemed		(21,455	)		(38,694	)		(9,631	)		(33,116	)		(52,504	)		(89,007	)
Units, end of period		70,056			70,728			77,732			68,776			158,546			160,541

See accompanying notes.

45

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	International Value Trust Series NAV						Investment Quality Bond Trust Series I						Investment Quality Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	155,331		$	93,028		$	152,061		$	143,074		$	20,684		$	17,462
Expenses:
Mortality and expense risk and administrative charges		—			—			(24,637	)		(21,843	)		—			—
Net investment income (loss)		155,331			93,028			127,424			121,231			20,684			17,462
Realized gains (losses) on investments:
Capital gain distributions received		—			—			10,984			70,625			1,668			8,426
Net realized gain (loss)		412,651			205,960			3,152			43,284			(9,663	)		17,926
Realized gains (losses)		412,651			205,960			14,136			113,909			(7,995	)		26,352
Unrealized appreciation (depreciation) during the period		(1,243,133	)		828,241			57,773			(333,214	)		16,516			(52,466	)
Net increase (decrease) in contract owners’ equity from operations		(675,151	)		1,127,229			199,333			(98,074	)		29,205			(8,652	)
Changes from principal transactions:
Purchase payments		196,644			92,397			143,735			156,299			205,994			128,502
Transfers between sub-accounts and the company		(279,412	)		183,903			1,494,490			44,910			231,266			(301,762	)
Transfers on general account policy loans		(11,258	)		7,304			14,560			(8,028	)		(533	)		6,657
Withdrawals		(193,159	)		(279,246	)		(108,421	)		(434,307	)		(184,780	)		(18,468	)
Annual contract fee		(101,940	)		(95,640	)		(212,870	)		(217,447	)		(17,693	)		(16,471	)
Net increase (decrease) in contract owners’ equity from principal transactions		(389,125	)		(91,282	)		1,331,494			(458,573	)		234,254			(201,542	)
Total increase (decrease) in contract owners’ equity		(1,064,276	)		1,035,947			1,530,827			(556,647	)		263,459			(210,194	)
Contract owners’ equity at beginning of period		5,652,902			4,616,955			3,679,542			4,236,189			433,416			643,610
Contract owners’ equity at end of period	$	4,588,626		$	5,652,902		$	5,210,369		$	3,679,542		$	696,875		$	433,416
	2014			2013			2014			2013			2014			2013
Units, beginning of period		320,427			330,302			126,309			141,927			28,628			41,711
Units issued		76,874			121,318			53,007			12,121			31,541			22,071
Units redeemed		(100,111	)		(131,193	)		(9,871	)		(27,739	)		(16,557	)		(35,154	)
Units, end of period		297,190			320,427			169,445			126,309			43,612			28,628

See accompanying notes.

46

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Aggressive MVP Series I						Lifestyle Aggressive MVP Series NAV						Lifestyle Balanced MVP Series I
	2014 (a)			2013			2014 (a)			2013			2014 (b)			2013
Income:
Dividend distributions received	$	52,841		$	68,832		$	207,587		$	153,831		$	127,600		$	227,172
Expenses:
Mortality and expense risk and administrative charges		(14,179	)		(15,426	)		—			—			(38,244	)		(46,308	)
Net investment income (loss)		38,662			53,406			207,587			153,831			89,356			180,864
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			(2	)		—			—
Net realized gain (loss)		348,589			26,009			895,333			475,394			635,935			488,020
Realized gains (losses)		348,589			26,010			895,333			475,392			635,935			488,020
Unrealized appreciation (depreciation) during the period		(339,883	)		560,597			(1,005,258	)		793,926			(349,476	)		359,396
Net increase (decrease) in contract owners’ equity from operations		47,368			640,013			97,662			1,423,149			375,815			1,028,280
Changes from principal transactions:
Purchase payments		34,317			45,666			1,245,707			937,551			192,944			305,482
Transfers between sub-accounts and the company		(1,066,182	)		373,488			771,603			(227,366	)		(3,818,379	)		(16,111	)
Transfers on general account policy loans		(5,966	)		25,447			(692,182	)		(480,393	)		(6,608	)		(6,527	)
Withdrawals		(131,500	)		(142,999	)		(640,320	)		(509,208	)		(81,166	)		(1,340,545	)
Annual contract fee		(74,381	)		(77,667	)		(305,518	)		(241,535	)		(378,945	)		(457,823	)
Net increase (decrease) in contract owners’ equity from principal transactions		(1,243,712	)		223,935			379,290			(520,951	)		(4,092,154	)		(1,515,524	)
Total increase (decrease) in contract owners’ equity		(1,196,344	)		863,948			476,952			902,198			(3,716,339	)		(487,244	)
Contract owners’ equity at beginning of period		3,043,131			2,179,183			6,698,791			5,796,593			8,189,191			8,676,435
Contract owners’ equity at end of period	$	1,846,787		$	3,043,131		$	7,175,743		$	6,698,791		$	4,472,852		$	8,189,191
	2014			2013			2014			2013			2014			2013
Units, beginning of period		109,097			98,809			364,230			399,553			265,930			315,814
Units issued		32,094			46,892			195,096			131,388			102,225			108,176
Units redeemed		(75,277	)		(36,604	)		(175,087	)		(166,711	)		(226,399	)		(158,060	)
Units, end of period		65,914			109,097			384,239			364,230			141,756			265,930

(a) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

See accompanying notes.

47

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Balanced MVP Series NAV						Lifestyle Conservative MVP Series I						Lifestyle Conservative MVP Series NAV
	2014 (b)			2013			2014 (c)			2013			2014 (c)			2013
Income:
Dividend distributions received	$	479,068		$	540,343		$	63,784		$	212,108		$	157,206		$	263,994
Expenses:
Mortality and expense risk and administrative charges		—			—			(17,891	)		(29,239	)		—			—
Net investment income (loss)		479,068			540,343			45,893			182,869			157,206			263,994
Realized gains (losses) on investments:
Capital gain distributions received		—			—			208,341			194,957			312,407			249,750
Net realized gain (loss)		1,329,299			571,405			(214,403	)		50,226			(98,831	)		82,014
Realized gains (losses)		1,329,299			571,405			(6,062	)		245,183			213,576			331,764
Unrealized appreciation (depreciation) during the period		(1,025,326	)		1,144,026			128,163			(222,644	)		(85,699	)		(291,652	)
Net increase (decrease) in contract owners’ equity from operations		783,041			2,255,774			167,994			205,408			285,083			304,106
Changes from principal transactions:
Purchase payments		3,587,675			3,462,138			16,533			248,834			(129,754	)		1,438,246
Transfers between sub-accounts and the company		(5,556,947	)		(1,500,341	)		(3,878,917	)		(212,767	)		(1,387,758	)		(988,092	)
Transfers on general account policy loans		(486,834	)		476,304			(156	)		(145	)		(219,637	)		(175,278	)
Withdrawals		(640,247	)		(1,527,579	)		(9,568	)		(426,972	)		(335,253	)		(547,337	)
Annual contract fee		(704,589	)		(699,541	)		(143,658	)		(164,965	)		(213,278	)		(289,399	)
Net increase (decrease) in contract owners’ equity from principal transactions		(3,800,942	)		210,981			(4,015,766	)		(556,015	)		(2,285,680	)		(561,860	)
Total increase (decrease) in contract owners’ equity		(3,017,901	)		2,466,755			(3,847,772	)		(350,607	)		(2,000,597	)		(257,754	)
Contract owners’ equity at beginning of period		19,568,438			17,101,683			6,114,874			6,465,481			7,549,989			7,807,743
Contract owners’ equity at end of period	$	16,550,537		$	19,568,438		$	2,267,102		$	6,114,874		$	5,549,392		$	7,549,989
	2014			2013			2014			2013			2014			2013
Units, beginning of period		1,161,213			1,145,704			199,931			220,419			483,207			519,703
Units issued		304,953			351,506			65,457			142,086			75,870			212,835
Units redeemed		(524,167	)		(335,997	)		(193,620	)		(162,574	)		(220,756	)		(249,331	)
Units, end of period		941,999			1,161,213			71,768			199,931			338,321			483,207

(b) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(c) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

See accompanying notes.

48

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Growth MVP Series I						Lifestyle Growth MVP Series NAV						Lifestyle Moderate MVP Series I
	2014 (d)			2013			2014 (d)			2013			2014 (e)			2013
Income:
Dividend distributions received	$	94,480		$	130,586		$	718,047		$	591,010		$	53,858		$	57,602
Expenses:
Mortality and expense risk and administrative charges		(25,522	)		(28,095	)		—			—			(10,788	)		(10,926	)
Net investment income (loss)		68,958			102,491			718,047			591,010			43,070			46,676
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			1			103,351			—
Net realized gain (loss)		761,884			243,943			1,623,305			1,134,488			83,569			90,049
Realized gains (losses)		761,884			243,944			1,623,305			1,134,489			186,920			90,049
Unrealized appreciation (depreciation) during the period		(702,527	)		582,808			(1,824,061	)		2,240,315			(151,083	)		42,970
Net increase (decrease) in contract owners’ equity from operations		128,315			929,243			517,291			3,965,814			78,907			179,695
Changes from principal transactions:
Purchase payments		74,369			156,216			3,684,115			2,892,977			20,096			29,314
Transfers between sub-accounts and the company		(1,886,048	)		241,020			(1,022,104	)		618,736			(83,860	)		(105,394	)
Transfers on general account policy loans		(6,441	)		(4,663	)		(713,782	)		(991,150	)		(233	)		(417	)
Withdrawals		(352,297	)		(412,934	)		(1,512,184	)		(1,364,972	)		(44,665	)		(280,900	)
Annual contract fee		(208,883	)		(205,389	)		(980,954	)		(805,780	)		(102,154	)		(99,784	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,379,300	)		(225,750	)		(544,909	)		349,811			(210,816	)		(457,181	)
Total increase (decrease) in contract owners’ equity		(2,250,985	)		703,493			(27,618	)		4,315,625			(131,909	)		(277,486	)
Contract owners’ equity at beginning of period		5,587,312			4,883,819			24,933,353			20,617,728			2,000,892			2,278,378
Contract owners’ equity at end of period	$	3,336,327		$	5,587,312		$	24,905,735		$	24,933,353		$	1,868,983		$	2,000,892
	2014			2013			2014			2013			2014			2013
Units, beginning of period		186,695			193,849			1,415,209			1,397,070			64,888			81,035
Units issued		44,525			36,085			424,426			382,073			25,139			25,901
Units redeemed		(120,832	)		(43,239	)		(457,513	)		(363,934	)		(32,158	)		(42,048	)
Units, end of period		110,388			186,695			1,382,122			1,415,209			57,869			64,888

(d) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

See accompanying notes.

49

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Lifestyle Moderate MVP Series NAV						M Capital Appreciation (g)						M Large Cap Growth (g)
	2014 (e)			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	293,016		$	266,479		$	—		$	—		$	263		$	2,177
Expenses:
Mortality and expense risk and administrative charges		—			—			—			—			—			—
Net investment income (loss)		293,016			266,479			—			—			263			2,177
Realized gains (losses) on investments:
Capital gain distributions received		485,754			(1	)		27,084			18,043			76,197			23,454
Net realized gain (loss)		147,676			319,407			5,263			657			17,304			1,370
Realized gains (losses)		633,430			319,406			32,347			18,700			93,501			24,824
Unrealized appreciation (depreciation) during the period		(445,910	)		296,973			(5,705	)		29,068			(43,917	)		86,513
Net increase (decrease) in contract owners’ equity from operations		480,536			882,858			26,642			47,768			49,847			113,514
Changes from principal transactions:
Purchase payments		1,578,370			1,963,274			—			—			—			—
Transfers between sub-accounts and the company		48,489			(639,570	)		44,473			58,249			134,288			76,766
Transfers on general account policy loans		(413,242	)		(75,330	)		—			—			—			—
Withdrawals		(494,416	)		(1,404,990	)		—			—			—			—
Annual contract fee		(321,530	)		(318,007	)		(6,048	)		(3,784	)		(13,111	)		(9,551	)
Net increase (decrease) in contract owners’ equity from principal transactions		397,671			(474,623	)		38,425			54,465			121,177			67,215
Total increase (decrease) in contract owners’ equity		878,207			408,235			65,067			102,233			171,024			180,729
Contract owners’ equity at beginning of period		9,136,789			8,728,554			219,632			117,400			490,155			309,426
Contract owners’ equity at end of period	$	10,014,996		$	9,136,789		$	284,699		$	219,633		$	661,179		$	490,155
	2014			2013			2014			2013			2014			2013
Units, beginning of period		555,212			584,864			2,902			2,160			10,760			9,248
Units issued		148,844			228,970			681			801			3,643			1,761
Units redeemed		(124,402	)		(258,622	)		(236	)		(59	)		(1,234	)		(249	)
Units, end of period		579,654			555,212			3,347			2,902			13,169			10,760

(e) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(g) Sub-account that invests in non-affiliated Trust.

See accompanying notes.

50

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Mid Cap Index Trust Series I						Mid Cap Index Trust Series NAV						Mid Cap Stock Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	54,262		$	49,728		$	94,885		$	97,599		$	3,333		$	1,098
Expenses:
Mortality and expense risk and administrative charges		(28,657	)		(25,181	)		—			—			(12,775	)		(11,340	)
Net investment income (loss)		25,605			24,547			94,885			97,599			(9,442	)		(10,242	)
Realized gains (losses) on investments:
Capital gain distributions received		325,588			247,845			552,641			471,024			595,753			54,888
Net realized gain (loss)		425,210			426,977			492,361			678,837			376,982			139,840
Realized gains (losses)		750,798			674,822			1,045,002			1,149,861			972,735			194,728
Unrealized appreciation (depreciation) during the period		(298,724	)		636,010			(332,346	)		1,064,663			(729,433	)		684,231
Net increase (decrease) in contract owners’ equity from operations		477,679			1,335,379			807,541			2,312,123			233,860			868,717
Changes from principal transactions:
Purchase payments		30,948			94,431			715,680			605,721			23,482			21,901
Transfers between sub-accounts and the company		264,756			919,866			311,290			931,045			(249,526	)		98,950
Transfers on general account policy loans		174			169			(290,765	)		(334,715	)		(1,589	)		(1,508	)
Withdrawals		(129,497	)		(2,380,739	)		(1,343,194	)		(445,948	)		(97,026	)		(12,145	)
Annual contract fee		(141,867	)		(138,894	)		(290,932	)		(259,807	)		(100,708	)		(120,364	)
Net increase (decrease) in contract owners’ equity from principal transactions		24,514			(1,505,167	)		(897,921	)		496,296			(425,367	)		(13,166	)
Total increase (decrease) in contract owners’ equity		502,193			(169,788	)		(90,380	)		2,808,419			(191,507	)		855,551
Contract owners’ equity at beginning of period		5,151,858			5,321,646			9,632,397			6,823,978			3,370,278			2,514,727
Contract owners’ equity at end of period	$	5,654,051		$	5,151,858		$	9,542,017		$	9,632,397		$	3,178,771		$	3,370,278
	2014			2013			2014			2013			2014			2013
Units, beginning of period		144,073			195,198			381,850			360,024			114,327			116,498
Units issued		54,308			50,628			96,265			353,301			40,992			25,697
Units redeemed		(53,743	)		(101,753	)		(132,335	)		(331,475	)		(55,189	)		(27,868	)
Units, end of period		144,638			144,073			345,780			381,850			100,130			114,327

See accompanying notes.

51

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Mid Cap Stock Trust Series NAV						Mid Value Trust Series I						Mid Value Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	26,444		$	4,934		$	42,846		$	54,576		$	108,292		$	100,678
Expenses:
Mortality and expense risk and administrative charges		—			—			(23,900	)		(20,391	)		—			—
Net investment income (loss)		26,444			4,934			18,946			34,185			108,292			100,678
Realized gains (losses) on investments:
Capital gain distributions received		3,405,537			134,699			565,701			357,345			944,094			630,926
Net realized gain (loss)		(1,858,477	)		1,418,392			571,054			160,415			427,561			411,668
Realized gains (losses)		1,547,060			1,553,091			1,136,755			517,760			1,371,655			1,042,594
Unrealized appreciation (depreciation) during the period		(875,129	)		657,770			(585,267	)		712,742			(340,281	)		1,248,709
Net increase (decrease) in contract owners’ equity from operations		698,375			2,215,795			570,434			1,264,687			1,139,666			2,391,981
Changes from principal transactions:
Purchase payments		145,913			176,063			9,029			135,435			271,477			157,087
Transfers between sub-accounts and the company		(1,688,517	)		194,470			(219,782	)		534,102			9,939,095			(90,944	)
Transfers on general account policy loans		(101,362	)		2,182			(84	)		(15,321	)		(52,855	)		4,127
Withdrawals		(551,043	)		(80,847	)		(46,024	)		(16,925	)		(357,600	)		(109,817	)
Annual contract fee		(204,579	)		(132,574	)		(134,231	)		(132,166	)		(145,179	)		(131,605	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,399,588	)		159,294			(391,092	)		505,125			9,654,938			(171,152	)
Total increase (decrease) in contract owners’ equity		(1,701,213	)		2,375,089			179,342			1,769,812			10,794,604			2,220,829
Contract owners’ equity at beginning of period		8,401,970			6,026,881			5,637,228			3,867,416			9,611,707			7,390,878
Contract owners’ equity at end of period	$	6,700,757		$	8,401,970		$	5,816,570		$	5,637,228		$	20,406,311		$	9,611,707
	2014			2013			2014			2013			2014			2013
Units, beginning of period		123,212			120,941			244,764			219,606			266,593			269,511
Units issued		218,928			139,021			92,026			56,718			301,725			109,321
Units redeemed		(251,252	)		(136,750	)		(108,144	)		(31,560	)		(57,005	)		(112,239	)
Units, end of period		90,888			123,212			228,646			244,764			511,313			266,593

See accompanying notes.

52

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Money Market Trust  B Series NAV						Money Market Trust Series I						Natural Resources Trust Series I
	2014			2013			2014			2013			2014 (l)			2013
Income:
Dividend distributions received	$	—		$	6,430		$	—		$	—		$	32,032		$	20,438
Expenses:
Mortality and expense risk and administrative charges		—			—			(108,771	)		(169,578	)		(13,470	)		(15,442	)
Net investment income (loss)		—			6,430			(108,771	)		(169,578	)		18,562			4,996
Realized gains (losses) on investments:
Capital gain distributions received		775			2,841			584			1,818			—			—
Net realized gain (loss)		—			—			—			—			(418,862	)		(145,114	)
Realized gains (losses)		775			2,841			584			1,818			(418,862	)		(145,114	)
Unrealized appreciation (depreciation) during the period		(2	)		1			(1	)		(1	)		154,150			206,418
Net increase (decrease) in contract owners’ equity from operations		773			9,272			(108,188	)		(167,761	)		(246,150	)		66,300
Changes from principal transactions:
Purchase payments		16,710,956			23,079,252			725,705			1,453,593			14,333			101,326
Transfers between sub-accounts and the company		(27,443,169	)		1,346,528			966,357			(622,387	)		(3,374,559	)		657,493
Transfers on general account policy loans		(3,051,770	)		(10,094,655	)		(1,976	)		(16,913	)		—			(19	)
Withdrawals		(1,489,402	)		(1,351,917	)		(84,411	)		(56,922,615	)		(41,164	)		(180,626	)
Annual contract fee		(1,497,834	)		(1,595,079	)		(708,311	)		(1,309,795	)		(93,389	)		(108,032	)
Net increase (decrease) in contract owners’ equity from principal transactions		(16,771,219	)		11,384,129			897,364			(57,418,117	)		(3,494,779	)		470,142
Total increase (decrease) in contract owners’ equity		(16,770,446	)		11,393,401			789,176			(57,585,878	)		(3,740,929	)		536,442
Contract owners’ equity at beginning of period		70,547,240			59,153,839			24,558,762			82,144,640			3,740,929			3,204,487
Contract owners’ equity at end of period	$	53,776,794		$	70,547,240		$	25,347,938		$	24,558,762		$	—		$	3,740,929
	2014			2013			2014			2013			2014			2013
Units, beginning of period		4,060,754			3,405,305			1,177,155			3,865,317			94,863			83,594
Units issued		2,706,170			5,079,976			998,613			674,534			30,441			34,152
Units redeemed		(3,671,773	)		(4,424,527	)		(955,173	)		(3,362,696	)		(125,304	)		(22,883	)
Units, end of period		3,095,151			4,060,754			1,220,595			1,177,155			—			94,863

(l) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

See accompanying notes.

53

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Natural Resources Trust Series NAV						PIMCO All Asset (g)						Real Estate Securities Trust Series I
	2014 (l)			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	26,430		$	18,402		$	177,232		$	139,658		$	170,909		$	184,795
Expenses:
Mortality and expense risk and administrative charges		—			—			(3,903	)		(3,705	)		(60,435	)		(63,495	)
Net investment income (loss)		26,430			18,402			173,329			135,953			110,474			121,300
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		(308,559	)		(154,335	)		6,644			12,540			328,159			94,150
Realized gains (losses)		(308,559	)		(154,335	)		6,644			12,540			328,159			94,150
Unrealized appreciation (depreciation) during the period		87,404			190,142			(183,799	)		(164,053	)		2,312,293			(221,186	)
Net increase (decrease) in contract owners’ equity from operations		(194,725	)		54,209			(3,826	)		(15,560	)		2,750,926			(5,736	)
Changes from principal transactions:
Purchase payments		114,816			260,858			195,268			340,006			171,941			273,771
Transfers between sub-accounts and the company		(2,553,575	)		110,788			249,188			742,246			703,346			(1,436,562	)
Transfers on general account policy loans		6,417			20,355			(60,302	)		(519	)		114,743			14,941
Withdrawals		(120,167	)		(111,769	)		(6,526	)		(132,630	)		(531,994	)		(608,247	)
Annual contract fee		(60,272	)		(72,798	)		(125,699	)		(118,528	)		(485,226	)		(552,197	)
Net increase (decrease) in contract owners’ equity from principal transactions		(2,612,781	)		207,434			251,929			830,575			(27,190	)		(2,308,294	)
Total increase (decrease) in contract owners’ equity		(2,807,506	)		261,643			248,103			815,015			2,723,736			(2,314,030	)
Contract owners’ equity at beginning of period		2,807,506			2,545,863			3,456,734			2,641,719			8,983,471			11,297,501
Contract owners’ equity at end of period	$	—		$	2,807,506		$	3,704,837		$	3,456,734		$	11,707,207		$	8,983,471
	2014			2013			2014			2013			2014			2013
Units, beginning of period		160,544			150,053			208,924			156,825			74,618			93,434
Units issued		16,817			65,824			46,484			79,706			12,743			9,998
Units redeemed		(177,361	)		(55,333	)		(32,614	)		(27,607	)		(13,549	)		(28,814	)
Units, end of period		—			160,544			222,794			208,924			73,812			74,618

(g) Sub-account that invests in non-affiliated Trust.

(l) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

See accompanying notes.

54

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Real Estate Securities Trust Series NAV						Real Return Bond Trust Series I						Real Return Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	209,665		$	252,734		$	79,826		$	84,783		$	382,623		$	331,588
Expenses:
Mortality and expense risk and administrative charges		—			—			(12,222	)		(18,507	)		—			—
Net investment income (loss)		209,665			252,734			67,604			66,276			382,623			331,588
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		435,111			1,262,383			(111,254	)		90,506			(273,645	)		(218,152	)
Realized gains (losses)		435,111			1,262,383			(111,254	)		90,506			(273,645	)		(218,152	)
Unrealized appreciation (depreciation) during the period		2,593,960			(1,653,540	)		166,596			(551,894	)		464,827			(1,404,619	)
Net increase (decrease) in contract owners’ equity from operations		3,238,736			(138,423	)		122,946			(395,112	)		573,805			(1,291,183	)
Changes from principal transactions:
Purchase payments		503,141			305,541			11,716			18,930			729,997			872,872
Transfers between sub-accounts and the company		1,079,190			704,034			(799,741	)		(1,153,885	)		16,417			660,370
Transfers on general account policy loans		(660	)		3,289			—			—			(28,660	)		(216,989	)
Withdrawals		(980,833	)		(371,727	)		(11,388	)		(221,276	)		(188,555	)		(280,751	)
Annual contract fee		(183,336	)		(199,335	)		(88,210	)		(141,841	)		(181,699	)		(204,000	)
Net increase (decrease) in contract owners’ equity from principal transactions		417,502			441,802			(887,623	)		(1,498,072	)		347,500			831,502
Total increase (decrease) in contract owners’ equity		3,656,238			303,379			(764,677	)		(1,893,184	)		921,305			(459,681	)
Contract owners’ equity at beginning of period		10,087,109			9,783,730			3,198,067			5,091,251			10,955,422			11,415,103
Contract owners’ equity at end of period	$	13,743,347		$	10,087,109		$	2,433,390		$	3,198,067		$	11,876,727		$	10,955,422
	2014			2013			2014			2013			2014			2013
Units, beginning of period		95,675			92,751			162,304			233,822			769,254			727,415
Units issued		29,532			55,140			83,232			48,870			250,654			611,046
Units redeemed		(26,270	)		(52,216	)		(127,361	)		(120,388	)		(224,801	)		(569,207	)
Units, end of period		98,937			95,675			118,175			162,304			795,107			769,254

See accompanying notes.

55

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Science & Technology Trust Series I						Science & Technology Trust Series NAV						Short Term  Government Income Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	—		$	—		$	—		$	—		$	45,609		$	31,512
Expenses:
Mortality and expense risk and administrative charges		(34,218	)		(28,776	)		—			—			(9,748	)		(15,091	)
Net investment income (loss)		(34,218	)		(28,776	)		—			—			35,861			16,421
Realized gains (losses) on investments:
Capital gain distributions received		219,286			—			58,180			—			—			—
Net realized gain (loss)		1,091,058			252,498			455,027			150,354			(43,172	)		(37,714	)
Realized gains (losses)		1,310,344			252,498			513,207			150,354			(43,172	)		(37,714	)
Unrealized appreciation (depreciation) during the period		(439,775	)		1,959,037			(283,512	)		472,499			18,738			(28,714	)
Net increase (decrease) in contract owners’ equity from operations		836,351			2,182,759			229,695			622,853			11,427			(50,007	)
Changes from principal transactions:
Purchase payments		39,674			139,609			184,330			122,922			16,263			12,853
Transfers between sub-accounts and the company		78,250			242,218			363,810			398,345			281,468			(458,499	)
Transfers on general account policy loans		70,590			(4,964	)		3,841			16,239			1,230			33,495
Withdrawals		(49,357	)		(239,503	)		(782,313	)		(92,102	)		(12,839	)		(141,227	)
Annual contract fee		(233,759	)		(204,169	)		(54,601	)		(47,331	)		(75,951	)		(79,477	)
Net increase (decrease) in contract owners’ equity from principal transactions		(94,602	)		(66,809	)		(284,933	)		398,073			210,171			(632,855	)
Total increase (decrease) in contract owners’ equity		741,749			2,115,950			(55,238	)		1,020,926			221,598			(682,862	)
Contract owners’ equity at beginning of period		7,523,194			5,407,244			2,323,172			1,302,246			1,462,492			2,145,354
Contract owners’ equity at end of period	$	8,264,943		$	7,523,194		$	2,267,934		$	2,323,172		$	1,684,090		$	1,462,492
	2014			2013			2014			2013			2014			2013
Units, beginning of period		286,461			291,613			97,688			78,611			142,145			205,456
Units issued		106,826			67,525			39,945			43,935			146,619			301,577
Units redeemed		(119,738	)		(72,677	)		(53,204	)		(24,858	)		(126,079	)		(364,888	)
Units, end of period		273,549			286,461			84,429			97,688			162,685			142,145

See accompanying notes.

56

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Short Term  Government Income Trust Series NAV						Small Cap Growth Trust Series I						Small Cap Growth Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	33,349		$	36,368		$	—		$	—		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		—			—			(6,699	)		(6,310	)		—			—
Net investment income (loss)		33,349			36,368			(6,699	)		(6,310	)		—			—
Realized gains (losses) on investments:
Capital gain distributions received		—			—			171,489			53,957			1,402,775			329,039
Net realized gain (loss)		(19,224	)		(42,001	)		125,138			57,938			653,224			94,005
Realized gains (losses)		(19,224	)		(42,001	)		296,627			111,895			2,055,999			423,044
Unrealized appreciation (depreciation) during the period		6,125			(12,116	)		(215,325	)		336,075			(1,400,629	)		1,995,852
Net increase (decrease) in contract owners’ equity from operations		20,250			(17,749	)		74,603			441,660			655,370			2,418,896
Changes from principal transactions:
Purchase payments		75,403			41,886			5,313			7,004			229,907			102,530
Transfers between sub-accounts and the company		(241,017	)		(561,305	)		(457,583	)		167,539			186,108			2,024,684
Transfers on general account policy loans		(67	)		(384	)		(308	)		—			(1,632	)		3,753
Withdrawals		(67,000	)		(138,247	)		(13,415	)		(161,328	)		(589,501	)		(341,952	)
Annual contract fee		(37,393	)		(52,961	)		(45,580	)		(38,193	)		(132,773	)		(104,819	)
Net increase (decrease) in contract owners’ equity from principal transactions		(270,074	)		(711,011	)		(511,573	)		(24,978	)		(307,891	)		1,684,196
Total increase (decrease) in contract owners’ equity		(249,824	)		(728,760	)		(436,970	)		416,682			347,479			4,103,092
Contract owners’ equity at beginning of period		1,680,009			2,408,769			1,537,331			1,120,649			9,263,811			5,160,719
Contract owners’ equity at end of period	$	1,430,185		$	1,680,009		$	1,100,361		$	1,537,331		$	9,611,290		$	9,263,811
	2014			2013			2014			2013			2014			2013
Units, beginning of period		159,638			227,196			61,397			64,134			304,103			244,314
Units issued		42,447			212,390			17,732			30,493			96,238			141,271
Units redeemed		(67,792	)		(279,948	)		(38,044	)		(33,230	)		(107,125	)		(81,482	)
Units, end of period		134,293			159,638			41,085			61,397			293,216			304,103

See accompanying notes.

57

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Cap Index Trust Series I						Small Cap Index  Trust Series NAV						Small Cap  Opportunities Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	51,024		$	66,891		$	55,466		$	89,233		$	7,685		$	4,666
Expenses:
Mortality and expense risk and administrative charges		(24,589	)		(20,649	)		—			—			(97,542	)		(9,917	)
Net investment income (loss)		26,435			46,242			55,466			89,233			(89,857	)		(5,251	)
Realized gains (losses) on investments:
Capital gain distributions received		340,753			321,706			361,488			417,724			(3	)		1
Net realized gain (loss)		279,437			50,124			300,782			72,559			128,311			142,698
Realized gains (losses)		620,190			371,830			662,270			490,283			128,308			142,699
Unrealized appreciation (depreciation) during the period		(413,117	)		1,039,084			(495,651	)		1,329,415			223,102			513,694
Net increase (decrease) in contract owners’ equity from operations		233,508			1,457,156			222,085			1,908,931			261,553			651,142
Changes from principal transactions:
Purchase payments		21,554			149,737			421,346			370,354			468,327			38,535
Transfers between sub-accounts and the company		225,239			(1,674,308	)		(69,765	)		(81,732	)		(186,395	)		16,029,360
Transfers on general account policy loans		—			—			(193,551	)		(213,523	)		99,104			(12,644	)
Withdrawals		(5,477	)		(165,736	)		(770,857	)		(335,493	)		(868,482	)		(72,283	)
Annual contract fee		(84,745	)		(79,929	)		(174,367	)		(177,825	)		(948,948	)		(84,566	)
Net increase (decrease) in contract owners’ equity from principal transactions		156,571			(1,770,236	)		(787,194	)		(438,219	)		(1,436,394	)		15,898,402
Total increase (decrease) in contract owners’ equity		390,079			(313,080	)		(565,109	)		1,470,712			(1,174,841	)		16,549,544
Contract owners’ equity at beginning of period		5,259,042			5,572,122			6,526,860			5,056,148			16,986,135			436,591
Contract owners’ equity at end of period	$	5,649,121		$	5,259,042		$	5,961,751		$	6,526,860		$	15,811,294		$	16,986,135
	2014			2013			2014			2013			2014			2013
Units, beginning of period		180,560			265,427			263,242			282,952			470,162			16,677
Units issued		47,647			45,473			62,540			142,934			30,337			469,946
Units redeemed		(42,441	)		(130,340	)		(96,139	)		(162,644	)		(70,771	)		(16,461	)
Units, end of period		185,766			180,560			229,643			263,242			429,728			470,162

See accompanying notes.

58

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Cap Opportunities Trust Series NAV						Small Cap Value Trust Series I						Small Cap Value Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	253		$	1,727		$	5,877		$	4,608		$	63,147		$	63,358
Expenses:
Mortality and expense risk and administrative charges		—			—			(5,642	)		(4,920	)		—			—
Net investment income (loss)		253			1,727			235			(312	)		63,147			63,358
Realized gains (losses) on investments:
Capital gain distributions received		—			—			119,656			45,496			1,152,298			578,887
Net realized gain (loss)		33,925			49,603			124,383			62,929			716,703			890,911
Realized gains (losses)		33,925			49,603			244,039			108,425			1,869,001			1,469,798
Unrealized appreciation (depreciation) during the period		(24,638	)		22,047			(174,310	)		148,573			(1,321,882	)		1,343,087
Net increase (decrease) in contract owners’ equity from operations		9,540			73,377			69,964			256,686			610,266			2,876,243
Changes from principal transactions:
Purchase payments		35,590			23,783			678			8,059			165,487			215,446
Transfers between sub-accounts and the company		103,542			221,048			(206,865	)		17,121			(2,246,718	)		491,444
Transfers on general account policy loans		(2	)		(59	)		—			—			(71,607	)		4,023
Withdrawals		(81,506	)		(163,722	)		(312	)		(68,393	)		(519,508	)		(144,985	)
Annual contract fee		(18,443	)		(12,817	)		(40,707	)		(38,922	)		(165,406	)		(161,409	)
Net increase (decrease) in contract owners’ equity from principal transactions		39,181			68,233			(247,206	)		(82,135	)		(2,837,752	)		404,519
Total increase (decrease) in contract owners’ equity		48,721			141,610			(177,242	)		174,551			(2,227,486	)		3,280,762
Contract owners’ equity at beginning of period		272,308			130,698			1,065,292			890,741			11,095,703			7,814,941
Contract owners’ equity at end of period	$	321,029		$	272,308		$	888,050		$	1,065,292		$	8,868,217		$	11,095,703
	2014			2013			2014			2013			2014			2013
Units, beginning of period		14,354			9,664			47,600			52,764			171,983			161,501
Units issued		8,833			23,314			22,169			8,833			17,069			80,582
Units redeemed		(6,665	)		(18,624	)		(32,478	)		(13,997	)		(60,887	)		(70,100	)
Units, end of period		16,522			14,354			37,291			47,600			128,165			171,983

See accompanying notes.

59

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Small Company Value Trust Series I						Small Company Value Trust Series NAV						Smaller Company Growth Trust Series I
	2014			2013			2014			2013			2014		2013 (n)
Income:
Dividend distributions received	$	1,618		$	93,343		$	774		$	25,931		$	—	$	—
Expenses:
Mortality and expense risk and administrative charges		(20,939	)		(21,514	)		—			—			—		(84,004	)
Net investment income (loss)		(19,321	)		71,829			774			25,931			—		(84,004	)
Realized gains (losses) on investments:
Capital gain distributions received		118,913			1			28,514			—			—		1,008,101
Net realized gain (loss)		776,820			468,767			110,739			234,483			—		5,690,292
Realized gains (losses)		895,733			468,768			139,253			234,483			—		6,698,393
Unrealized appreciation (depreciation) during the period		(893,976	)		880,713			(141,248	)		138,702			—		(2,337,393	)
Net increase (decrease) in contract owners’ equity from operations		(17,564	)		1,421,310			(1,221	)		399,116			—		4,276,996
Changes from principal transactions:
Purchase payments		15,916			79,782			98,031			129,671			—		455,365
Transfers between sub-accounts and the company		(347,979	)		114,647			127,186			(131,436	)		—		(16,154,830	)
Transfers on general account policy loans		(430	)		(1,563	)		(3,722	)		11,817			—		109,318
Withdrawals		(109,980	)		(177,978	)		(34,992	)		(431,725	)		—		(901,172	)
Annual contract fee		(134,981	)		(169,705	)		(34,814	)		(39,072	)		—		(903,801	)
Net increase (decrease) in contract owners’ equity from principal transactions		(577,454	)		(154,817	)		151,689			(460,745	)		—		(17,395,120	)
Total increase (decrease) in contract owners’ equity		(595,018	)		1,266,493			150,468			(61,629	)		—		(13,118,124	)
Contract owners’ equity at beginning of period		5,927,426			4,660,933			1,241,087			1,302,716			—		13,118,124
Contract owners’ equity at end of period	$	5,332,408		$	5,927,426		$	1,391,555		$	1,241,087		$	—	$	—
	2014			2013			2014			2013			2014		2013
Units, beginning of period		185,558			191,494			54,470			75,292			—		941,438
Units issued		60,676			43,880			24,233			18,375			—		16,907
Units redeemed		(79,675	)		(49,816	)		(17,713	)		(39,197	)		—		(958,345	)
Units, end of period		166,559			185,558			60,990			54,470			—		—

(n) Terminated as an investment option and funds transferred to Small Cap Opportunities Trust on December 9, 2013.

See accompanying notes.

60

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Smaller Company Growth  Trust Series NAV					Strategic Income Opportunities  Trust Series I						Strategic Income Opportunities  Trust Series NAV
	2014		2013 (n)			2014			2013			2014			2013
Income:
Dividend distributions received	$	—	$	—		$	83,589		$	91,566		$	138,369		$	198,885
Expenses:
Mortality and expense risk and administrative charges		—		—			(9,912	)		(7,606	)		—			—
Net investment income (loss)		—		—			73,677			83,960			138,369			198,885
Realized gains (losses) on investments:
Capital gain distributions received		—		14,654			3			—			—			—
Net realized gain (loss)		—		48,962			9,224			(18,720	)		24,792			(70,116	)
Realized gains (losses)		—		63,616			9,227			(18,720	)		24,792			(70,116	)
Unrealized appreciation (depreciation) during the period		—		55			9,734			(13,767	)		16,781			(8,446	)
Net increase (decrease) in contract owners’ equity from operations		—		63,671			92,638			51,473			179,942			120,323
Changes from principal transactions:
Purchase payments		—		41,144			16,405			96,864			297,078			341,853
Transfers between sub-accounts and the company		—		(154,265	)		(120,724	)		568,751			612,135			222,148
Transfers on general account policy loans		—		(401	)		(96	)		—			(103,776	)		(8,468	)
Withdrawals		—		(108,737	)		(16,523	)		(32,872	)		(676,202	)		(174,291	)
Annual contract fee		—		(6,755	)		(103,049	)		(74,316	)		(90,894	)		(86,828	)
Net increase (decrease) in contract owners’ equity from principal transactions		—		(229,014	)		(223,987	)		558,427			38,341			294,414
Total increase (decrease) in contract owners’ equity		—		(165,343	)		(131,349	)		609,900			218,283			414,737
Contract owners’ equity at beginning of period		—		165,343			1,976,866			1,366,966			3,609,267			3,194,530
Contract owners’ equity at end of period	$	—	$	—		$	1,845,517		$	1,976,866		$	3,827,550		$	3,609,267
	2014		2013			2014			2013			2014			2013
Units, beginning of period		—		11,621			84,454			60,521			198,151			182,050
Units issued		—		3,538			40,171			42,387			68,809			77,913
Units redeemed		—		(15,159	)		(49,593	)		(18,454	)		(67,076	)		(61,812	)
Units, end of period		—		—			75,032			84,454			199,884			198,151

(n) Terminated as an investment option and funds transferred to Small Cap Opportunities Trust on December 9, 2013.

See accompanying notes.

61

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Total Bond Market Trust  B Series NAV						Total Return Trust Series I						Total Return Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	541,519		$	519,795		$	393,042		$	349,503		$	902,977		$	807,547
Expenses:
Mortality and expense risk and administrative charges		—			—			(44,326	)		(58,461	)		—			—
Net investment income (loss)		541,519			519,795			348,716			291,042			902,977			807,547
Realized gains (losses) on investments:
Capital gain distributions received		—			1			—			264,939			—			575,426
Net realized gain (loss)		(368,132	)		(184,889	)		(79,576	)		812,627			(446,104	)		490,003
Realized gains (losses)		(368,132	)		(184,888	)		(79,576	)		1,077,566			(446,104	)		1,065,429
Unrealized appreciation (depreciation) during the period		705,637			(718,169	)		200,889			(1,508,647	)		718,322			(2,538,229	)
Net increase (decrease) in contract owners’ equity from operations		879,024			(383,262	)		470,029			(140,039	)		1,175,195			(665,253	)
Changes from principal transactions:
Purchase payments		1,145,713			996,949			106,974			288,552			2,297,010			3,093,476
Transfers between sub-accounts and the company		2,104,360			(217,978	)		3,790,574			(3,503,084	)		1,631,996			(8,374,641	)
Transfers on general account policy loans		6,635			28,314			7,568			(479	)		(236,787	)		(485,578	)
Withdrawals		(483,811	)		(187,194	)		714			(13,435,692	)		(477,350	)		(301,165	)
Annual contract fee		(232,717	)		(234,660	)		(325,407	)		(489,544	)		(490,475	)		(525,209	)
Net increase (decrease) in contract owners’ equity from principal transactions		2,540,180			385,431			3,580,423			(17,140,247	)		2,724,394			(6,593,117	)
Total increase (decrease) in contract owners’ equity		3,419,204			2,169			4,050,452			(17,280,286	)		3,899,589			(7,258,370	)
Contract owners’ equity at beginning of period		12,957,019			12,954,850			9,349,597			26,629,883			24,129,479			31,387,849
Contract owners’ equity at end of period	$	16,376,223		$	12,957,019		$	13,400,049		$	9,349,597		$	28,029,068		$	24,129,479
	2014			2013			2014			2013			2014			2013
Units, beginning of period		581,698			567,422			347,788			962,213			1,401,145			1,786,424
Units issued		592,035			616,740			306,116			89,607			632,285			1,032,254
Units redeemed		(480,525	)		(602,464	)		(177,924	)		(704,032	)		(479,334	)		(1,417,533	)
Units, end of period		693,208			581,698			475,980			347,788			1,554,096			1,401,145

See accompanying notes.

62

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Total Stock Market Index Trust Series I						Total Stock Market Index  Trust Series NAV						U.S. Equity Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	34,436		$	26,952		$	18,319		$	11,216		$	19,817		$	16,079
Expenses:
Mortality and expense risk and administrative charges		(12,038	)		(10,208	)		—			—			(6,879	)		(5,187	)
Net investment income (loss)		22,398			16,744			18,319			11,216			12,938			10,892
Realized gains (losses) on investments:
Capital gain distributions received		45,207			35,544			22,911			10,698			—			—
Net realized gain (loss)		34,764			341,414			91,059			43,345			98,353			70,518
Realized gains (losses)		79,971			376,958			113,970			54,043			98,353			70,518
Unrealized appreciation (depreciation) during the period		198,205			231,980			34,333			121,558			47,143			191,617
Net increase (decrease) in contract owners’ equity from operations		300,574			625,682			166,622			186,817			158,434			273,027
Changes from principal transactions:
Purchase payments		1,206			193,841			215,398			220,345			28,978			28,987
Transfers between sub-accounts and the company		951,261			(1,016,985	)		625,306			41,364			(111,025	)		147,883
Transfers on general account policy loans		—			—			(158,615	)		(164	)		64,541			(5,244	)
Withdrawals		(11,337	)		841			(57,916	)		(23,477	)		(90,744	)		(72,613	)
Annual contract fee		(19,326	)		(27,692	)		(99,069	)		(22,083	)		(85,571	)		(65,766	)
Net increase (decrease) in contract owners’ equity from principal transactions		921,804			(849,995	)		525,104			215,985			(193,821	)		33,247
Total increase (decrease) in contract owners’ equity		1,222,378			(224,313	)		691,726			402,802			(35,387	)		306,274
Contract owners’ equity at beginning of period		1,757,782			1,982,095			861,240			458,438			1,378,427			1,072,153
Contract owners’ equity at end of period	$	2,980,160		$	1,757,782		$	1,552,966		$	861,240		$	1,343,040		$	1,378,427
	2014			2013			2014			2013			2014			2013
Units, beginning of period		87,511			130,190			12,042			8,554			105,444			104,649
Units issued		50,734			40,243			12,439			6,819			42,779			40,824
Units redeemed		(4,728	)		(82,922	)		(5,000	)		(3,331	)		(55,358	)		(40,029	)
Units, end of period		133,517			87,511			19,481			12,042			92,865			105,444

See accompanying notes.

63

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	U.S. Equity Trust Series NAV						Ultra Short Term  Bond Trust Series I						Ultra Short Term Bond Trust Series NAV
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	37,448		$	41,950		$	354		$	209		$	9,665		$	2,441
Expenses:
Mortality and expense risk and administrative charges		—			—			(143	)		(5,693	)		—			—
Net investment income (loss)		37,448			41,950			211			(5,484	)		9,665			2,441
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			—			—
Net realized gain (loss)		101,914			22,111			(489	)		(6,496	)		(2,664	)		(2,653	)
Realized gains (losses)		101,914			22,111			(489	)		(6,496	)		(2,664	)		(2,653	)
Unrealized appreciation (depreciation) during the period		100,780			449,904			138			337			(7,799	)		(611	)
Net increase (decrease) in contract owners’ equity from operations		240,142			513,965			(140	)		(11,643	)		(798	)		(823	)
Changes from principal transactions:
Purchase payments		87,594			57,202			322			—			61,401			76,420
Transfers between sub-accounts and the company		207,209			1,640,632			15,554			21,789			477,420			(172,772	)
Transfers on general account policy loans		(51,108	)		(3,481	)		—			(35	)		—			—
Withdrawals		(63,704	)		(57,277	)		(22,810	)		(23,524	)		(5,369	)		(14	)
Annual contract fee		(45,713	)		(43,333	)		(1,463	)		(1,744	)		(13,814	)		(25,960	)
Net increase (decrease) in contract owners’ equity from principal transactions		134,278			1,593,743			(8,397	)		(3,514	)		519,638			(122,326	)
Total increase (decrease) in contract owners’ equity		374,420			2,107,708			(8,537	)		(15,157	)		518,840			(123,149	)
Contract owners’ equity at beginning of period		2,646,138			538,430			17,662			32,819			217,231			340,380
Contract owners’ equity at end of period	$	3,020,558		$	2,646,138		$	9,125		$	17,662		$	736,071		$	217,231
	2014			2013			2014			2013			2014			2013
Units, beginning of period		200,517			52,371			1,793			3,309			21,577			33,804
Units issued		47,457			159,205			1,636			239,222			70,117			29,560
Units redeemed		(41,906	)		(11,059	)		(2,498	)		(240,738	)		(18,602	)		(41,787	)
Units, end of period		206,068			200,517			931			1,793			73,092			21,577

See accompanying notes.

64

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Utilities Trust Series I						Utilities Trust Series NAV						Value Trust Series I
	2014			2013			2014			2013			2014			2013
Income:
Dividend distributions received	$	64,745		$	36,806		$	130,407		$	32,551		$	11,955		$	20,960
Expenses:
Mortality and expense risk and administrative charges		(11,542	)		(9,897	)		—			—			(14,897	)		(15,614	)
Net investment income (loss)		53,203			26,909			130,407			32,551			(2,942	)		5,346
Realized gains (losses) on investments:
Capital gain distributions received		81,072			—			146,192			—			240,417			—
Net realized gain (loss)		164,895			58,881			135,613			36,154			259,724			388,372
Realized gains (losses)		245,967			58,881			281,805			36,154			500,141			388,372
Unrealized appreciation (depreciation) during the period		(85,285	)		229,033			12,128			185,410			(288,038	)		452,901
Net increase (decrease) in contract owners’ equity from operations		213,885			314,823			424,340			254,115			209,161			846,619
Changes from principal transactions:
Purchase payments		4,331			53,508			893,322			216,849			34,487			24,195
Transfers between sub-accounts and the company		186,947			45,251			1,867,214			102,757			(139,197	)		(635,565	)
Transfers on general account policy loans		294			(154	)		(80,728	)		(331	)		125			(10,806	)
Withdrawals		(3,135	)		(119,738	)		(131,913	)		(46,667	)		(42,561	)		(75,332	)
Annual contract fee		(70,591	)		(67,856	)		(147,495	)		(41,018	)		(205,425	)		(213,897	)
Net increase (decrease) in contract owners’ equity from principal transactions		117,846			(88,989	)		2,400,400			231,590			(352,571	)		(911,405	)
Total increase (decrease) in contract owners’ equity		331,731			225,834			2,824,740			485,705			(143,410	)		(64,786	)
Contract owners’ equity at beginning of period		1,869,457			1,643,623			1,659,611			1,173,906			2,670,527			2,735,313
Contract owners’ equity at end of period	$	2,201,188		$	1,869,457		$	4,484,351		$	1,659,611		$	2,527,117		$	2,670,527
	2014			2013			2014			2013			2014			2013
Units, beginning of period		60,473			63,792			62,610			53,431			55,655			76,370
Units issued		22,683			9,443			102,042			15,887			10,238			15,369
Units redeemed		(19,561	)		(12,762	)		(14,566	)		(6,708	)		(17,256	)		(36,084	)
Units, end of period		63,595			60,473			150,086			62,610			48,637			55,655

See accompanying notes.

65

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Statements of Operations and Changes in Contract Owners’ Equity

For the years ended December 31,

	Value Trust Series NAV
	2014			2013
Income:
Dividend distributions received	$	7,125		$	8,673
Expenses:
Mortality and expense risk and administrative charges		—			—
Net investment income (loss)		7,125			8,673
Realized gains (losses) on investments:
Capital gain distributions received		119,811			—
Net realized gain (loss)		85,466			110,548
Realized gains (losses)		205,277			110,548
Unrealized appreciation (depreciation) during the period		(95,614	)		157,639
Net increase (decrease) in contract owners’ equity from operations		116,788			276,860
Changes from principal transactions:
Purchase payments		150,399			94,989
Transfers between sub-accounts and the company		23,672			37,983
Transfers on general account policy loans		(6,923	)		5,985
Withdrawals		(5,115	)		1,035
Annual contract fee		(41,660	)		(34,681	)
Net increase (decrease) in contract owners’ equity from principal transactions		120,373			105,311
Total increase (decrease) in contract owners’ equity		237,161			382,171
Contract owners’ equity at beginning of period		1,136,119			753,948
Contract owners’ equity at end of period	$	1,373,280		$	1,136,119
	2014			2013
Units, beginning of period		45,967			41,315
Units issued		12,307			19,223
Units redeemed		(7,709	)		(14,571	)
Units, end of period		50,565			45,967

See accompanying notes.

66

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements

December 31, 2014

1. Organization

John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account”) is a separate account established by John Hancock Life Insurance Company (U.S.A.) (the “Company”). The Account operates as a Unit Investment Trust under the Investment Company Act of 1940, as amended and is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services – Investment Companies. The Account consists of 108 active sub-accounts which are exclusively invested in a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust”), and 3 sub-accounts that are invested in portfolios of other Non-affiliated Trusts (the “Non-affiliated Trusts”). The Trust is registered under the Act as an open-ended management investment company, commonly known as a mutual fund, which does not transact with the general public. The Account is a funding vehicle for the allocation of net premiums under single premium variable life and variable universal life insurance contracts (the “Contracts”) issued by the Company.

The Company is a stock life insurance company incorporated under the laws of Michigan in 1979. The Company is an indirect, wholly owned subsidiary of Manulife Financial Corporation (“MFC”), a Canadian based publicly traded life insurance company. MFC and its subsidiaries are known collectively as Manulife Financial.

The Company is required to maintain assets in the Account with a total fair value of at least equal to the reserves and other liabilities relating to the variable benefits under all Contracts participating in the Account. These assets may not be charged with liabilities which arise from any other business the Company conducts. However, all obligations under the Contracts are general corporate obligations of the Company.

In addition to the Account, certain contract owners may also allocate funds to the fixed account, which is part of the Company’s general account. Because of exemptive and exclusionary provisions, interests in the fixed account have not been registered under the Securities Act of 1933, and the Company’s general account has not been registered as an investment company under the Investment Company Act of 1940. Net interfund transfers include transfers between separate and general accounts.

Each sub-account holds shares of a particular series (“Portfolio”) of a registered investment company. Sub-accounts that invest in Portfolios of the Trust may offer 2 classes of units to fund Contracts issued by the Company. These classes, Series I and Series NAV, represent an interest in the same Trust Portfolio, but in different classes of that Portfolio. Series I and Series NAV shares of the Trust Portfolio differ in the level of 12b-1 fees and other expenses assessed against the Portfolio’s assets.

As a result of a portfolio change, the following sub-accounts of the Account were renamed as follows:

Previous Name	New Name	Effective Date
Financial Services Trust Series I	Financial Industries Trust Series I	11/10/2014
Financial Services Trust Series NAV	Financial Industries Trust Series NAV	11/10/2014
Lifestyle Aggressive Trust Series I	Lifestyle Aggressive MVP Series I	5/5/2014
Lifestyle Aggressive Trust Series NAV	Lifestyle Aggressive MVP Series NAV	5/5/2014
Lifestyle Balanced Trust Series I	Lifestyle Balanced MVP Series I	5/5/2014
Lifestyle Balanced Trust Series NAV	Lifestyle Balanced MVP Series NAV	5/5/2014
Lifestyle Conservative Trust Series I	Lifestyle Conservative MVP Series I	5/5/2014
Lifestyle Conservative Trust Series NAV	Lifestyle Conservative MVP Series NAV	5/5/2014
Lifestyle Growth Trust Series I	Lifestyle Growth MVP Series I	5/5/2014
Lifestyle Growth Trust Series NAV	Lifestyle Growth MVP Series NAV	5/5/2014
Lifestyle Moderate Trust Series I	Lifestyle Moderate MVP Series I	5/5/2014
Lifestyle Moderate Trust Series NAV	Lifestyle Moderate MVP Series NAV	5/5/2014

67

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

1. Organization — (continued):

Sub-accounts closed in 2014 are as follows:

Sub-accounts Closed	Effective Date
Fundamental Value Trust Series I	11/10/2014
Fundamental Value Trust Series NAV	11/10/2014
Natural Resources Trust Series I	11/10/2014
Natural Resources Trust Series NAV	11/10/2014

68

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

2. Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from reported results using those estimates.

Valuation of Investments

Investments made in the Portfolios of the Trust, and of the Non-affiliated Trusts, are valued at fair value based on the reported net asset values of such Portfolios. Investment transactions are recorded on the trade date. Income from dividends, and gains from realized gain distributions are recorded on the ex-dividend date. Realized gains and losses on the sales of investments are computed on a first-in, first-out basis.

Amounts Receivable/Payable

Receivables/Payables from/to Portfolios/the Company are due to unsettled contract transactions (net of asset-based charges) and/or subsequent/preceding purchases/sales of the respective Portfolios’ shares. The amounts are due from/to either the respective Portfolio and/or the Company for the benefit of contract owners. There are no unsettled policy transactions at December 31, 2014.

Reclassifications

Certain reclassifications have been made to the statements of operations and changes in contract owner’s equity to conform to the current year presentation.

3. Federal Income Taxes

The Account does not file separate tax returns. The taxable income of the Account is consolidated with that of the Company within the consolidated federal tax return. Any tax contingencies arising from the taxable income generated by the Account is the responsibility of the Company and the Company holds any and all tax contingencies on its financial statements. The Company’s consolidated federal tax return for the prior fiscal years remain open subject to examination by the internal revenue service. The Account is not a party to the consolidated tax sharing agreement thus no amount of income taxes or tax contingencies are passed through to the Account. The legal form of the Account is not taxable in any state or foreign jurisdictions.

The income taxes topic of the FASB Accounting Standard Codification establishes a minimum threshold for financial statement recognition of the benefit of positions taken, or expected to be taken, in filing tax returns (including whether the Account is taxable in certain jurisdictions). The topic requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Company’s tax returns to determine whether tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions deemed to meet the more-likely-than-not threshold would be recorded as tax expense or benefit.

The Account complies with the provisions of FASB ASC Topic 740, Income Taxes. As of December 31, 2014, the Account did not have a liability for any uncertain tax positions. The Account recognizes interest and penalties, if any, related to tax liabilities as income tax expense in the Statements of Operations and Changes in Contract Owners’ Equity.

69

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

4. Transactions with Affiliates

The Company has an administrative services agreement with Manulife Financial, whereby Manulife Financial or its designee, with the consent of the Company, performs certain services on behalf of the Company necessary for the operation of the Account. John Hancock Investment Management Services, LLC (“JHIMS”), a Delaware limited liability company controlled by MFC, serves as investment adviser for the Trust.

John Hancock Distributors LLC, a registered broker-dealer and wholly owned subsidiary of JHUSA, acts as the principle underwriter of the Contracts pursuant to a distribution agreement with the Company. Contracts are sold by registered representatives of either John Hancock Distributors LLC or other broker-dealers having distribution agreements with John Hancock Distributors LLC.

Certain officers of the Account are officers and directors of JHUSA or the Trust.

Contract charges, as described in Note 9, are paid to the Company.

70

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

5. Fair Value Measurements

Accounting Standards Codification 820 (“ASC 820”) “Fair Value Measurements and Disclosures” provides a single definition of fair value for accounting purposes, establishes a consistent framework for measuring fair value, and expands disclosure requirements about fair value measurements. ASC 820 defines fair value as the value that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; that is, an exit value. An exit value is not a forced liquidation or distressed sale.

Following ASC 820 guidance, the Account has categorized its fair value measurements according to a three-level hierarchy. The hierarchy prioritizes the inputs used by the Account’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 Account has the ability to access at the measurement date.

• Level 2 – Fair value measurements using inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly.

• Level 3 – Fair value measurements using significant non market observable inputs.

All of the Account’s sub-accounts’ investments in a Portfolio of the Trust were valued at the reported net asset value of the Portfolio and categorized as Level 1 as of December 31, 2014. The following table presents the Account’s assets that are measured at fair value on a recurring basis by fair value hierarchy level under ASC 820, as of December 31, 2014:

	Mutual Funds
Level 1	$	746,378,706
Level 2		—
Level 3		—
	$	746,378,706

Assets owned by the Account are primarily open-ended mutual fund investments issued by the Trust. These are classified within Level 1, as fair values of the underlying funds are based upon reported net asset values (“NAV”), which represent the values at which each sub-account can redeem its investments.

Changes in valuation techniques may result in transfer in or out of an assigned level within the disclosure hierarchy. Transfers between investment levels may occur as the availability of a price source or data used in an investment’s valuation changes. Transfers between investment levels are recognized at the beginning of the reporting period. There have been no transfers between any level of fair value measurements during the period ended December 31, 2014.

71

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments

The cost of purchases including reinvestment of dividend distributions and proceeds from the sales of investments in the Portfolios of the Trust and Non-affiliated Trusts during 2014 were as follows:

	Purchases		Sales
Sub-Account
500 Index Fund B Series NAV	$	26,376,405	$	17,598,824
Active Bond Trust Series I		197,424		118,811
Active Bond Trust Series NAV		177,349		102,176
All Cap Core Trust Series I		110,465		119,025
All Cap Core Trust Series NAV		408,040		93,941
Alpha Opportunities Trust Series I		10,727		3,313
Alpha Opportunities Trust Series NAV		514,723		29,162
American Asset Allocation Trust Series I		1,567,761		2,363,002
American Global Growth Trust Series I		111,348		23,716
American Growth Trust Series I		2,762,411		3,170,068
American Growth-Income Trust Series I		2,185,142		2,228,547
American International Trust Series I		6,709,781		6,342,591
American New World Trust Series I		1,699,762		53,031
Blue Chip Growth Trust Series I		1,864,257		2,040,942
Blue Chip Growth Trust Series NAV		11,143,237		3,641,753
Bond Trust Series I		270,704		16,117
Bond Trust Series NAV		283,615		186,690
Capital Appreciation Trust Series I		3,207,490		3,509,726
Capital Appreciation Trust Series NAV		496,496		242,880
Capital Appreciation Value Trust Series I		2,763,333		210,408
Capital Appreciation Value Trust Series NAV		96,515		30,871
Core Bond Trust Series I		2,154		2,713
Core Bond Trust Series NAV		663,803		93,688
Core Strategy Trust Series I		5,378		56,466
Core Strategy Trust Series NAV		2,634,001		159,534
Emerging Markets Value Trust Series I		21,916		787,329
Emerging Markets Value Trust Series NAV		8,817,630		9,291,214
Equity-Income Trust Series I		8,169,393		5,651,078
Equity-Income Trust Series NAV		21,448,175		15,247,040
Financial Industries Trust Series I		839,678		555,976
Financial Industries Trust Series NAV		269,643		335,646
Franklin Templeton Founding Allocation Trust Series I		5,349		7,592
Franklin Templeton Founding Allocation Trust Series NAV		62,089		27,765
Fundamental All Cap Core Trust Series I		267,959		337,172
Fundamental All Cap Core Trust Series NAV		225,437		79,512
Fundamental Large Cap Value Trust Series I		5,220,959		873,258
Fundamental Large Cap Value Trust Series NAV		1,188,664		148,597
Fundamental Value Trust Series I (b)		1,730,982		5,663,467
Fundamental Value Trust Series NAV (b)		512,093		3,417,916
Global Bond Trust Series I		360,004		473,902
Global Bond Trust Series NAV		2,519,830		2,287,544
Global Trust Series I		2,550,614		949,139
Global Trust Series NAV		1,887,458		296,404
Health Sciences Trust Series I		2,944,717		2,085,950
Health Sciences Trust Series NAV		1,704,397		1,310,795
High Yield Trust Series I		2,361,032		2,914,999
High Yield Trust Series NAV		2,499,751		743,610
International Core Trust Series I		1,614,216		1,718,063
International Core Trust Series NAV		167,170		135,397

72

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments — (continued):

	Purchases		Sales
Sub-Account — (continued)
International Equity Index Trust B Series I	$	1,994,688	$	1,380,722
International Equity Index Trust B Series NAV		4,227,896		5,709,614
International Growth Stock Trust Series I		502,913		702,250
International Growth Stock Trust Series NAV		3,399,605		2,988,790
International Small Company Trust Series I		324,079		327,006
International Small Company Trust Series NAV		291,999		148,905
International Value Trust Series I		1,427,785		1,335,461
International Value Trust Series NAV		1,490,582		1,724,376
Investment Quality Bond Trust Series I		1,786,685		316,784
Investment Quality Bond Trust Series NAV		516,960		260,356
Lifestyle Aggressive MVP Series I		980,442		2,185,492
Lifestyle Aggressive MVP Series NAV		3,870,779		3,283,902
Lifestyle Balanced MVP Series I		3,398,261		7,401,058
Lifestyle Balanced MVP Series NAV		5,735,506		9,057,379
Lifestyle Conservative MVP Series I		2,371,658		6,133,192
Lifestyle Conservative MVP Series NAV		1,689,901		3,505,970
Lifestyle Growth MVP Series I		1,487,305		3,797,645
Lifestyle Growth MVP Series NAV		8,409,115		8,235,978
Lifestyle Moderate MVP Series I		965,024		1,029,418
Lifestyle Moderate MVP Series NAV		3,297,770		2,121,328
M Capital Appreciation (a)		84,706		19,198
M Large Cap Growth (a)		259,320		61,683
Mid Cap Index Trust Series I		2,442,285		2,066,578
Mid Cap Index Trust Series NAV		3,166,705		3,417,101
Mid Cap Stock Trust Series I		1,834,294		1,673,348
Mid Cap Stock Trust Series NAV		19,008,828		17,976,434
Mid Value Trust Series I		2,903,208		2,709,654
Mid Value Trust Series NAV		12,875,083		2,167,760
Money Market Trust B Series NAV		47,003,770		63,774,216
Money Market Trust Series I		20,891,933		20,102,758
Natural Resources Trust Series I (c)		1,333,437		4,809,656
Natural Resources Trust Series NAV (c)		330,335		2,916,687
PIMCO All Asset (a)		989,585		564,327
Real Estate Securities Trust Series I		1,986,939		1,903,655
Real Estate Securities Trust Series NAV		3,802,419		3,175,254
Real Return Bond Trust Series I		1,834,370		2,654,389
Real Return Bond Trust Series NAV		4,121,901		3,391,778
Science & Technology Trust Series I		3,414,112		3,323,646
Science & Technology Trust Series NAV		1,095,805		1,322,558
Short Term Government Income Trust Series I		1,560,042		1,314,009
Short Term Government Income Trust Series NAV		483,373		720,097
Small Cap Growth Trust Series I		626,990		973,775
Small Cap Growth Trust Series NAV		4,396,706		3,301,824
Small Cap Index Trust Series I		1,785,811		1,262,051
Small Cap Index Trust Series NAV		1,971,432		2,341,672
Small Cap Opportunities Trust Series I		1,119,340		2,645,592
Small Cap Opportunities Trust Series NAV		166,205		126,770
Small Cap Value Trust Series I		616,750		744,067
Small Cap Value Trust Series NAV		2,315,796		3,938,104
Small Company Value Trust Series I		2,030,138		2,508,000
Small Company Value Trust Series NAV		572,527		391,551
Strategic Income Opportunities Trust Series I		1,072,083		1,222,391

73

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

6. Purchases and Sales of Investments — (continued):

	Purchases		Sales
Sub-Account — (continued)
Strategic Income Opportunities Trust Series NAV	$	1,442,674	$	1,265,965
Total Bond Market Trust B Series NAV		14,089,449		11,007,749
Total Return Trust Series I		8,903,051		4,973,913
Total Return Trust Series NAV		12,057,443		8,430,073
Total Stock Market Index Trust Series I		1,100,744		111,337
Total Stock Market Index Trust Series NAV		938,566		372,234
U.S. Equity Trust Series I		605,901		786,786
U.S. Equity Trust Series NAV		718,350		546,623
Ultra Short Term Bond Trust Series I		16,420		24,605
Ultra Short Term Bond Trust Series NAV		716,736		187,434
Utilities Trust Series I		912,286		660,165
Utilities Trust Series NAV		3,106,585		429,586
Value Trust Series I		756,057		871,149
Value Trust Series NAV		446,781		199,470

(a) Sub-account that invests in non-affiliated Trust.

(b) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

(c) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

74

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values

A summary of unit values and units outstanding for variable life contracts and the expense and income ratios, excluding expenses of the underlying Portfolios, were as follows:

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
500 Index Fund B Series NAV		2014		1,978		$	26.70 to $24.48		$	70,166		0.90% to 0.00	%		1.74	%		13.43% to 12.41	%
		2013		1,787			37.65 to 22.15			55,400		0.70 to 0.00			1.83			32.03 to 31.11
		2012		1,599			28.52 to 16.90			38,999		0.70 to 0.00			1.07			15.80 to 14.99
		2011		1,391			24.63 to 14.50			29,724		0.70 to 0.00			1.93			1.87 to 0.95
		2010		1,291			24.18 to 14.53			26,434		0.70 to 0.00			1.84			14.85 to 14.06
Active Bond Trust Series I		2014		32			21.80 to 19.99			652		0.90 to 0.00			3.76			6.82 to 5.85
		2013		29			20.06 to 19.30			556		0.65 to 0.20			6.73			0.05 to -0.40
		2012		28			20.05 to 19.38			544		0.65 to 0.20			4.45			9.49 to 8.99
		2011		52			18.56 to 17.48			927		0.65 to 0.00			4.54			5.81 to 4.87
		2010		84			17.34 to 16.91			1,420		0.65 to 0.20			7.99			13.62 to 13.11
Active Bond Trust Series NAV		2014		4			71.07 to 71.07			258		0.00 to 0.00			4.64			6.97 to 6.97
		2013		3			66.44 to 66.44			180		0.00 to 0.00			5.68			0.19 to 0.19
		2012		4			66.31 to 66.31			239		0.00 to 0.00			4.25			9.76 to 9.76
		2011		4			60.42 to 60.42			234		0.00 to 0.00			4.23			5.97 to 5.97
		2010		7			57.02 to 57.02			390		0.00 to 0.00			10.01			13.91 to 13.91
All Cap Core Trust Series I		2014		17			31.58 to 27.85			485		0.90 to 0.00			1.01			9.64 to 8.66
		2013		17			28.06 to 14.71			460		0.70 to 0.20			1.24			34.06 to 33.39
		2012		21			20.68 to 19.72			408		0.70 to 0.30			0.97			16.21 to 15.75
		2011		24			18.40 to 9.50			414		0.65 to 0.00			0.94			0.41 to -0.49
		2010		29			17.78 to 17.08			505		0.70 to 0.30			0.76			12.70 to 12.25
All Cap Core Trust Series NAV		2014		73			20.23 to 20.23			1,485		0.00 to 0.00			1.01			9.68 to 9.68
		2013		58			18.44 to 18.44			1,064		0.00 to 0.00			1.33			34.44 to 34.44
		2012		59			13.72 to 13.72			813		0.00 to 0.00			1.24			16.62 to 16.62
		2011		21			11.76 to 11.76			244		0.00 to 0.00			1.09			0.40 to 0.40
		2010		21			11.71 to 11.71			241		0.00 to 0.00			1.26			13.09 to 13.09
Alpha Opportunities Trust Series I		2014		2			23.02 to 21.90			44		0.90 to 0.00			0.55			8.00 to 7.03
		2013		2			20.69 to 20.69			43		0.65 to 0.65			0.35			34.68 to 34.68
		2012		3			15.36 to 15.36			40		0.65 to 0.65			0.67			20.55 to 20.55
		2011		1			12.96 to 12.66			13		0.65 to 0.00			0.62			-8.14 to -8.96
		2010		0			13.97 to 13.97			1		0.65 to 0.65			0.70			16.17 to 16.17
Alpha Opportunities Trust Series NAV		2014		19			24.37 to 24.37			451		0.00 to 0.00			0.94			8.12 to 8.12
		2013		2			22.54 to 22.54			45		0.00 to 0.00			1.01			35.58 to 35.58
		2012		1			16.63 to 16.63			19		0.00 to 0.00			0.76			21.38 to 21.38
		2011		1			13.70 to 13.70			11		0.00 to 0.00			0.35			-8.02 to -8.02
		2010		0			14.89 to 14.89			5		0.00 to 0.00			0.35			16.98 to 16.98
American Asset Allocation Trust Series I		2014		638			15.22 to 14.33			9,330		0.90 to 0.00			1.40			5.05 to 4.10
		2013		698			14.49 to 13.92			9,769		0.70 to 0.00			1.05			23.30 to 22.44
		2012		756			11.75 to 11.37			8,631		0.70 to 0.00			1.43			15.77 to 14.95
		2011		978			10.15 to 9.82			9,709		0.65 to 0.00			1.40			0.91 to 0.01
		2010		1,142			10.06 to 9.87			11,309		0.70 to 0.00			1.53			12.07 to 11.27
American Global Growth Trust Series I		2014		20			14.68 to 14.14			294		0.90 to 0.00			1.03			1.97 to 1.05
		2013		14			14.40 to 14.11			204		0.65 to 0.00			0.83			28.63 to 27.80
		2012		34			11.19 to 11.04			380		0.65 to 0.00			0.50			22.12 to 21.33
		2011		38			9.17 to 9.07			344		0.65 to 0.00			1.06			-9.24 to -10.05
		2010		30			10.10 to 10.09			308		0.65 to 0.00			6.23			0.99 to 0.90
American Growth Trust Series I		2014		606			28.74 to 21.17			13,915		0.90 to 0.00			0.83			8.13 to 7.17
		2013		626			28.87 to 27.54			13,320		0.65 to 0.00			0.49			29.61 to 28.76
		2012		732			21.39 to 15.11			13,000		0.65 to 0.00			0.38			17.49 to 16.73
		2011		942			19.36 to 17.93			15,092		0.65 to 0.00			0.21			-4.63 to -5.48
		2010		1,151			19.34 to 13.48			19,294		0.65 to 0.00			0.36			18.24 to 17.47
American Growth-Income Trust Series I		2014		502			26.88 to 19.97			12,621		0.90 to 0.00			0.93			10.25 to 9.27
		2013		507			26.48 to 25.12			11,631		0.70 to 0.00			0.97			33.02 to 32.09
		2012		545			19.02 to 13.62			9,568		0.70 to 0.00			1.22			17.16 to 16.33
		2011		647			17.35 to 16.08			10,081		0.65 to 0.00			1.15			-2.09 to -2.97
		2010		688			16.82 to 11.87			11,142		0.70 to 0.00			1.03			11.06 to 10.28
American International Trust Series I		2014		886			29.02 to 18.28			17,920		0.90 to 0.00			1.07			-3.05 to -3.92
		2013		878			32.50 to 31.01			18,331		0.65 to 0.00			0.99			21.20 to 20.41
		2012		887			25.75 to 15.55			16,146		0.65 to 0.00			0.99			17.50 to 16.73
		2011		1,290			23.31 to 21.60			22,460		0.65 to 0.00			1.28			-14.34 to -15.11
		2010		1,471			25.92 to 15.45			30,600		0.65 to 0.00			1.68			6.88 to 6.19
American New World Trust Series I		2014		128			16.05 to 15.26			2,025		0.90 to 0.00			1.21			-8.21 to -9.03
		2013		33			17.49 to 16.97			570		0.65 to 0.00			1.14			10.89 to 10.17
		2012		46			15.77 to 15.40			715		0.65 to 0.00			0.72			17.37 to 16.60
		2011		37			13.44 to 13.12			493		0.65 to 0.00			1.48			-14.33 to -15.10
		2010		36			15.69 to 15.52			556		0.65 to 0.00			3.05			17.43 to 16.67
Blue Chip Growth Trust Series I		2014		154			48.93 to 43.14			6,900		0.90 to 0.00			0.00			9.07 to 8.09
		2013		165			43.71 to 22.34			6,783		0.70 to 0.20			0.27			41.05 to 40.34
		2012		189			30.99 to 29.18			5,515		0.70 to 0.20			0.09			18.08 to 17.49

75

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Blue Chip Growth Trust Series I		2011		416		$	26.83 to $13.51		$	10,454		0.65% to 0.00	%		0.01	%		1.44% to 0.53	%
		2010		504			25.92 to 24.66			12,605		0.70 to 0.20			0.08			15.92 to 15.34
Blue Chip Growth Trust Series NAV		2014		310			122.28 to 122.28			37,958		0.00 to 0.00			0.00			9.11 to 9.11
		2013		258			112.07 to 112.07			28,909		0.00 to 0.00			0.35			41.43 to 41.43
		2012		209			79.24 to 79.24			16,560		0.00 to 0.00			0.14			18.39 to 18.39
		2011		215			66.93 to 66.93			14,394		0.00 to 0.00			0.01			1.45 to 1.45
		2010		199			65.97 to 65.97			13,105		0.00 to 0.00			0.09			16.25 to 16.25
Bond Trust Series I		2014		69			11.16 to 10.84			764		0.90 to 0.00			3.08			5.53 to 4.57
		2013		47			10.52 to 10.42			496		0.65 to 0.20			3.09			-1.56 to -2.01
		2012		41			10.69 to 10.63			434		0.65 to 0.20			2.83			6.10 to 5.64
		2011		122			10.08 to 10.06			1,232		0.65 to 0.00			14.34			0.78 to 0.62
Bond Trust Series NAV		2014		59			11.17 to 11.17			661		0.00 to 0.00			2.64			5.59 to 5.59
		2013		52			10.58 to 10.58			548		0.00 to 0.00			2.66			-1.32 to -1.32
		2012		84			10.72 to 10.72			896		0.00 to 0.00			3.96			6.31 to 6.31
		2011		45			10.08 to 10.08			454		0.00 to 0.00			14.78			0.82 to 0.82
Capital Appreciation Trust Series I		2014		332			24.78 to 21.90			7,804		0.90 to 0.00			0.05			9.65 to 8.67
		2013		384			22.02 to 20.67			8,248		0.70 to 0.20			0.21			37.14 to 36.45
		2012		167			16.06 to 15.15			2,598		0.70 to 0.20			0.15			15.75 to 15.16
		2011		311			14.18 to 12.88			4,191		0.65 to 0.00			0.07			0.07 to -0.82
		2010		315			13.89 to 13.24			4,282		0.70 to 0.20			0.13			11.61 to 11.05
Capital Appreciation Trust Series NAV		2014		54			24.32 to 24.32			1,316		0.00 to 0.00			0.09			9.68 to 9.68
		2013		49			22.17 to 22.17			1,087		0.00 to 0.00			0.24			37.50 to 37.50
		2012		54			16.13 to 16.13			873		0.00 to 0.00			0.22			16.03 to 16.03
		2011		41			13.90 to 13.90			571		0.00 to 0.00			0.12			0.11 to 0.11
		2010		31			13.88 to 13.88			435		0.00 to 0.00			0.22			11.88 to 11.88
Capital Appreciation Value Trust Series I		2014		180			17.48 to 16.46			3,068		0.90 to 0.00			1.95			12.22 to 11.22
		2013		34			15.27 to 15.02			511		0.65 to 0.35			1.45			21.88 to 21.53
		2012		27			12.53 to 12.36			339		0.65 to 0.35			1.41			14.19 to 13.86
		2011		39			11.12 to 10.75			430		0.65 to 0.00			1.25			3.13 to 2.21
		2010		52			10.67 to 10.59			554		0.65 to 0.40			2.45			13.49 to 13.21
Capital Appreciation Value Trust Series NAV		2014		10			17.54 to 17.54			170		0.00 to 0.00			1.68			12.38 to 12.38
		2013		7			15.60 to 15.60			106		0.00 to 0.00			1.91			22.29 to 22.29
		2012		3			12.76 to 12.76			45		0.00 to 0.00			1.63			14.77 to 14.77
		2011		0			11.12 to 11.12			3		0.00 to 0.00			0.12			3.09 to 3.09
		2010		24			10.79 to 10.79			258		0.00 to 0.00			2.04			13.91 to 13.91
Core Bond Trust Series I		2014		1			20.25 to 18.56			14		0.90 to 0.00			2.89			5.93 to 4.98
		2013		1			18.78 to 18.07			14		0.65 to 0.20			1.60			-2.35 to -2.79
		2012		1			19.23 to 18.59			26		0.65 to 0.20			0.87			6.25 to 5.78
		2011		25			18.35 to 17.28			447		0.65 to 0.00			10.22			8.32 to 7.35
		2010		30			16.74 to 16.33			485		0.65 to 0.20			2.70			6.87 to 6.39
Core Bond Trust Series NAV		2014		63			16.26 to 16.26			1,029		0.00 to 0.00			3.47			6.01 to 6.01
		2013		29			15.34 to 15.34			446		0.00 to 0.00			1.73			-2.12 to -2.12
		2012		50			15.67 to 15.67			791		0.00 to 0.00			2.84			6.54 to 6.54
		2011		41			14.71 to 14.71			599		0.00 to 0.00			3.28			8.32 to 8.32
		2010		50			13.58 to 13.58			684		0.00 to 0.00			6.30			7.17 to 7.17
Core Strategy Trust Series I		2014		7			14.68 to 13.82			103		0.90 to 0.00			2.34			6.10 to 5.16
		2013		11			13.33 to 13.33			151		0.65 to 0.65			7.87			18.39 to 18.39
		2012		0			11.26 to 11.26			1		0.65 to 0.65			3.89			11.79 to 11.79
		2011		0			10.32 to 9.98			1		0.65 to 0.00			2.25			0.20 to -0.69
		2010		0			10.12 to 10.12			1		0.65 to 0.65			1.51			11.70 to 11.70
Core Strategy Trust Series NAV		2014		187			14.73 to 14.73			2,755		0.00 to 0.00			3.64			6.14 to 6.14
		2013		17			13.88 to 13.88			241		0.00 to 0.00			3.06			19.29 to 19.29
		2012		3			11.64 to 11.64			30		0.00 to 0.00			3.18			12.58 to 12.58
		2011		2			10.34 to 10.34			18		0.00 to 0.00			1.65			0.19 to 0.19
		2010		9			10.32 to 10.32			89		0.00 to 0.00			20.72			12.57 to 12.57
Emerging Markets Value Trust Series I		2014		13			14.10 to 13.16			174		0.90 to 0.00			0.96			-5.50 to -6.35
		2013		67			14.58 to 14.29			965		0.65 to 0.35			1.10			-3.55 to -3.84
		2012		90			15.12 to 14.86			1,345		0.65 to 0.35			1.11			18.12 to 17.76
		2011		58			13.01 to 12.47			742		0.65 to 0.00			1.41			-27.06 to -27.71
		2010		73			17.58 to 17.42			1,281		0.65 to 0.40			1.58			22.53 to 22.23
Emerging Markets Value Trust Series NAV		2014		94			11.32 to 11.32			1,069		0.00 to 0.00			1.65			-5.37 to -5.37
		2013		134			11.97 to 11.97			1,607		0.00 to 0.00			1.49			-3.18 to -3.18
		2012		95			12.36 to 12.36			1,174		0.00 to 0.00			0.97			18.49 to 18.49
		2011		97			10.43 to 10.43			1,016		0.00 to 0.00			2.03			-27.02 to -27.02
		2010		57			14.29 to 14.29			821		0.00 to 0.00			1.95			23.11 to 23.11
Equity-Income Trust Series I		2014		330			44.46 to 39.20			13,816		0.90 to 0.00			1.98			7.47 to 6.51
		2013		301			40.31 to 28.33			11,703		0.70 to 0.20			1.84			29.78 to 29.14
		2012		367			31.06 to 29.25			11,018		0.70 to 0.20			2.05			17.13 to 16.54
		2011		474			27.11 to 18.77			12,187		0.70 to 0.00			1.73			-0.81 to -1.70
		2010		574			26.79 to 25.48			14,977		0.70 to 0.20			1.97			14.89 to 14.31

76

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Equity-Income Trust Series NAV		2014			908		$	45.85 to $45.85		$	41,633		0.00% to 0.00	%		2.00	%		7.55% to 7.55	%
		2013			863			42.63 to 42.63			36,784		0.00 to 0.00			2.17			30.05 to 30.05
		2012			745			32.78 to 32.78			24,422		0.00 to 0.00			2.06			17.47 to 17.47
		2011			749			27.90 to 27.90			20,893		0.00 to 0.00			1.90			-0.76 to -0.76
		2010			718			28.12 to 28.12			20,187		0.00 to 0.00			2.09			15.23 to 15.23
Financial Industries Trust Series I		2014	(k)		66			23.65 to 20.91			1,468		0.90 to 0.00			0.85			8.65 to 7.67
		2013			54			21.21 to 20.04			1,105		0.65 to 0.20			0.00			30.49 to 29.90
		2012			38			16.26 to 15.43			591		0.65 to 0.20			0.81			17.80 to 17.28
		2011			23			14.10 to 12.81			304		0.65 to 0.00			1.01			-9.51 to -10.32
		2010			61			15.28 to 14.63			905		0.65 to 0.20			0.31			12.03 to 11.53
Financial Industries Trust Series NAV		2014	(k)		15			28.46 to 28.46			421		0.00 to 0.00			0.68			8.64 to 8.64
		2013			17			26.20 to 26.20			449		0.00 to 0.00			0.72			30.86 to 30.86
		2012			16			20.02 to 20.02			322		0.00 to 0.00			0.64			18.03 to 18.03
		2011			22			16.96 to 16.96			370		0.00 to 0.00			2.01			-9.39 to -9.39
		2010			15			18.72 to 18.72			281		0.00 to 0.00			0.48			12.22 to 12.22
Franklin Templeton Founding Allocation Trust Series I		2014			1			14.51 to 13.67			11		0.90 to 0.00			3.02			3.01 to 2.09
		2013			1			13.57 to 13.57			13		0.65 to 0.65			2.46			23.63 to 23.63
		2012			1			10.98 to 10.98			10		0.65 to 0.65			3.60			15.51 to 15.51
		2011			1			9.74 to 9.42			7		0.65 to 0.00			20.73			-1.41 to -2.28
Franklin Templeton Founding Allocation Trust Series NAV		2014			15			14.55 to 14.55			224		0.00 to 0.00			3.49			3.06 to 3.06
		2013			14			14.12 to 14.12			192		0.00 to 0.00			2.63			24.51 to 24.51
		2012			12			11.34 to 11.34			137		0.00 to 0.00			2.48			16.33 to 16.33
		2011			29			9.75 to 9.75			285		0.00 to 0.00			1.72			-1.45 to -1.45
		2010			65			9.89 to 9.89			640		0.00 to 0.00			5.10			10.71 to 10.71
Fundamental All Cap Core Trust Series I		2014			9			36.47 to 32.84			306		0.90 to 0.00			0.38			9.75 to 8.76
		2013			11			32.53 to 31.01			345		0.65 to 0.20			0.93			35.61 to 35.00
		2012			13			23.99 to 22.97			312		0.65 to 0.20			0.80			23.27 to 22.72
		2011			15			19.80 to 18.32			282		0.65 to 0.00			0.86			-2.08 to -2.95
		2010			16			19.91 to 19.24			306		0.65 to 0.20			1.64			19.31 to 18.78
Fundamental All Cap Core Trust Series NAV		2014			47			21.66 to 21.66			1,009		0.00 to 0.00			0.48			9.81 to 9.81
		2013			39			19.73 to 19.73			778		0.00 to 0.00			1.10			35.87 to 35.87
		2012			38			14.52 to 14.52			545		0.00 to 0.00			0.90			23.67 to 23.67
		2011			30			11.74 to 11.74			347		0.00 to 0.00			1.22			-2.02 to -2.02
		2010			24			11.98 to 11.98			290		0.00 to 0.00			1.37			19.55 to 19.55
Fundamental Large Cap Value Trust Series I		2014			270			28.36 to 25.76			7,281		0.90 to 0.00			1.21			10.61 to 9.62
		2013			109			25.15 to 24.08			2,672		0.65 to 0.20			0.12			32.15 to 31.56
		2012			0			19.03 to 18.30			3		0.65 to 0.20			5.59			24.17 to 23.61
		2011			0			15.56 to 14.52			0		0.65 to 0.00			1.01			1.75 to 0.83
		2010			0			15.09 to 14.65			0		0.65 to 0.20			0.04			13.34 to 12.83
Fundamental Large Cap Value Trust Series NAV		2014			168			19.96 to 19.96			3,363		0.00 to 0.00			0.84			10.66 to 10.66
		2013			116			18.04 to 18.04			2,091		0.00 to 0.00			1.11			32.46 to 32.46
		2012			23			13.62 to 13.62			307		0.00 to 0.00			4.85			24.48 to 24.48
		2011			18			10.94 to 10.94			198		0.00 to 0.00			1.15			1.90 to 1.90
		2010			15			10.74 to 10.74			158		0.00 to 0.00			2.37			13.51 to 13.51
Fundamental Value Trust Series I		2014	(l)		0			26.08 to 23.09			0		0.90 to 0.00			1.87			6.99 to 6.18
		2013			207			23.76 to 22.31			4,736		0.70 to 0.20			1.17			33.25 to 32.59
		2012			330			17.83 to 16.82			5,709		0.70 to 0.20			0.88			13.15 to 12.59
		2011			544			16.10 to 14.62			8,360		0.70 to 0.00			0.75			-3.78 to -4.64
		2010			693			16.41 to 15.64			11,119		0.70 to 0.20			1.15			12.87 to 12.32
Fundamental Value Trust Series NAV		2014	(l)		0			18.67 to 18.67			0		0.00 to 0.00			0.64			7.01 to 7.01
		2013			167			17.45 to 17.45			2,913		0.00 to 0.00			1.22			33.62 to 33.62
		2012			302			13.06 to 13.06			3,948		0.00 to 0.00			0.73			13.40 to 13.40
		2011			256			11.52 to 11.52			2,950		0.00 to 0.00			0.88			-3.74 to -3.74
		2010			238			11.96 to 11.96			2,842		0.00 to 0.00			1.23			13.20 to 13.20
Global Bond Trust Series I		2014			89			29.98 to 26.43			2,487		0.90 to 0.00			0.93			2.28 to 1.36
		2013			93			28.55 to 25.78			2,564		0.70 to 0.20			0.44			-5.61 to -6.07
		2012			104			30.25 to 28.49			3,033		0.70 to 0.20			7.12			6.81 to 6.28
		2011			134			28.95 to 25.75			3,694		0.70 to 0.00			6.14			9.08 to 8.11
		2010			161			26.01 to 24.75			4,073		0.70 to 0.20			3.88			10.09 to 9.54
Global Bond Trust Series NAV		2014			225			30.81 to 30.81			6,936		0.00 to 0.00			1.08			2.42 to 2.42
		2013			220			30.08 to 30.08			6,618		0.00 to 0.00			0.46			-5.54 to -5.54
		2012			415			31.84 to 31.84			13,208		0.00 to 0.00			7.03			7.15 to 7.15
		2011			463			29.72 to 29.72			13,749		0.00 to 0.00			6.84			9.08 to 9.08
		2010			433			27.24 to 27.24			11,804		0.00 to 0.00			4.19			10.40 to 10.40
Global Trust Series I		2014			113			31.16 to 27.47			3,234		0.90 to 0.00			3.40			-2.60 to -3.47
		2013			60			31.17 to 22.63			1,755		0.70 to 0.20			1.65			30.82 to 30.17
		2012			70			23.83 to 22.44			1,571		0.70 to 0.20			2.25			21.50 to 20.89
		2011			55			20.05 to 14.34			1,036		0.65 to 0.00			1.36			-6.00 to -6.84
		2010			97			20.90 to 19.88			1,941		0.70 to 0.20			1.57			7.54 to 7.01
Global Trust Series NAV		2014			128			17.26 to 17.26			2,209		0.00 to 0.00			4.54			-2.51 to -2.51

77

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Global Trust Series NAV		2013		39		$	17.70 to $17.70		$	690		0.00% to 0.00	%		1.71	%		31.04% to 31.04	%
		2012		30			13.51 to 13.51			412		0.00 to 0.00			2.63			21.82 to 21.82
		2011		16			11.09 to 11.09			179		0.00 to 0.00			2.15			-5.96 to -5.96
		2010		20			11.79 to 11.79			237		0.00 to 0.00			2.10			7.82 to 7.82
Health Sciences Trust Series I		2014		100			69.05 to 61.05			6,505		0.90 to 0.00			0.00			31.83 to 30.65
		2013		99			51.07 to 48.24			4,849		0.65 to 0.20			0.00			50.77 to 50.10
		2012		104			33.87 to 32.14			3,410		0.65 to 0.20			0.00			31.69 to 31.09
		2011		111			26.28 to 23.87			2,758		0.65 to 0.00			0.00			10.57 to 9.58
		2010		87			23.31 to 22.32			1,970		0.65 to 0.20			0.00			15.47 to 14.95
Health Sciences Trust Series NAV		2014		83			53.81 to 53.81			4,454		0.00 to 0.00			0.00			31.85 to 31.85
		2013		85			40.81 to 40.81			3,462		0.00 to 0.00			0.00			51.24 to 51.24
		2012		72			26.99 to 26.99			1,947		0.00 to 0.00			0.00			31.93 to 31.93
		2011		55			20.45 to 20.45			1,135		0.00 to 0.00			0.00			10.66 to 10.66
		2010		44			18.48 to 18.48			818		0.00 to 0.00			0.00			15.81 to 15.81
High Yield Trust Series I		2014		134			31.25 to 27.57			3,941		0.90 to 0.00			6.42			0.12 to -0.78
		2013		162			30.42 to 24.48			4,768		0.70 to 0.20			6.93			8.30 to 7.78
		2012		148			28.09 to 26.46			4,002		0.70 to 0.20			7.52			18.77 to 18.15
		2011		205			24.17 to 19.17			4,701		0.65 to 0.00			7.86			0.90 to -0.01
		2010		259			23.49 to 22.35			5,904		0.70 to 0.20			45.08			13.56 to 12.99
High Yield Trust Series NAV		2014		185			21.14 to 21.14			3,920		0.00 to 0.00			7.74			0.00 to 0.00
		2013		117			21.14 to 21.14			2,471		0.00 to 0.00			6.37			8.68 to 8.68
		2012		122			19.45 to 19.45			2,370		0.00 to 0.00			8.40			19.07 to 19.07
		2011		95			16.33 to 16.33			1,550		0.00 to 0.00			8.02			1.14 to 1.14
		2010		158			16.15 to 16.15			2,556		0.00 to 0.00			42.98			13.75 to 13.75
International Core Trust Series I		2014		134			20.94 to 18.46			2,613		0.90 to 0.00			3.43			-6.70 to -7.53
		2013		144			21.86 to 17.02			3,011		0.70 to 0.20			3.00			24.74 to 24.12
		2012		142			17.53 to 16.51			2,379		0.70 to 0.20			2.68			14.82 to 14.24
		2011		199			15.61 to 11.97			2,920		0.65 to 0.00			2.37			-9.57 to -10.38
		2010		211			16.92 to 16.10			3,453		0.70 to 0.20			1.67			9.36 to 8.82
International Core Trust Series NAV		2014		24			16.07 to 16.07			390		0.00 to 0.00			3.38			-6.76 to -6.76
		2013		24			17.23 to 17.23			408		0.00 to 0.00			3.04			25.13 to 25.13
		2012		16			13.77 to 13.77			215		0.00 to 0.00			3.23			15.16 to 15.16
		2011		14			11.96 to 11.96			167		0.00 to 0.00			2.07			-9.55 to -9.55
		2010		17			13.22 to 13.22			223		0.00 to 0.00			1.74			9.67 to 9.67
International Equity Index Trust B Series I		2014		382			11.58 to 11.36			4,392		0.90 to 0.00			3.21			-4.61 to -5.47
		2013		341			12.12 to 12.05			4,122		0.65 to 0.20			2.68			14.32 to 13.81
		2012		327			10.60 to 10.59			3,460		0.65 to 0.20			6.74			5.98 to 5.91
International Equity Index Trust B Series NAV		2014		274			45.42 to 45.42			12,445		0.00 to 0.00			3.02			-4.57 to -4.57
		2013		314			47.59 to 47.59			14,937		0.00 to 0.00			2.55			14.54 to 14.54
		2012		349			41.55 to 41.55			14,502		0.00 to 0.00			1.26			17.76 to 17.76
		2011		248			35.28 to 35.28			8,758		0.00 to 0.00			3.62			-13.99 to -13.99
		2010		233			41.02 to 41.02			9,547		0.00 to 0.00			2.79			11.43 to 11.43
International Growth Stock Trust Series I		2014		32			12.42 to 12.18			390		0.90 to 0.00			2.16			0.20 to -0.70
		2013		48			12.37 to 12.30			590		0.65 to 0.20			1.19			18.86 to 18.33
		2012		43			10.40 to 10.40			445		0.65 to 0.20			4.22			4.04 to 3.96
International Growth Stock Trust Series NAV		2014		664			12.43 to 12.43			8,259		0.00 to 0.00			1.93			0.19 to 0.19
		2013		645			12.41 to 12.41			8,003		0.00 to 0.00			1.27			19.18 to 19.18
		2012		504			10.41 to 10.41			5,245		0.00 to 0.00			4.39			4.12 to 4.12
International Small Company Trust Series I		2014		70			14.17 to 13.53			964		0.90 to 0.00			1.38			-6.89 to -7.73
		2013		71			15.09 to 14.78			1,051		0.70 to 0.20			1.77			26.10 to 25.46
		2012		87			11.97 to 11.78			1,025		0.70 to 0.20			1.18			18.95 to 18.36
		2011		203			10.10 to 9.91			2,031		0.65 to 0.00			1.69			-16.23 to -16.97
		2010		234			12.03 to 11.97			2,810		0.70 to 0.20			2.63			22.46 to 21.85
International Small Company Trust Series NAV		2014		78			14.19 to 14.19			1,103		0.00 to 0.00			1.44			-6.85 to -6.85
		2013		69			15.23 to 15.23			1,048		0.00 to 0.00			1.92			26.30 to 26.30
		2012		69			12.06 to 12.06			837		0.00 to 0.00			1.27			19.23 to 19.23
		2011		61			10.12 to 10.12			614		0.00 to 0.00			1.93			-16.18 to -16.18
		2010		51			12.07 to 12.07			614		0.00 to 0.00			3.20			22.62 to 22.62
International Value Trust Series I		2014		159			23.69 to 20.88			3,565		0.90 to 0.00			2.80			-12.51 to -13.29
		2013		161			26.38 to 24.72			4,125		0.70 to 0.20			1.58			25.90 to 25.27
		2012		231			20.95 to 19.73			4,726		0.70 to 0.20			2.67			19.14 to 18.54
		2011		336			17.98 to 16.28			5,800		0.65 to 0.00			2.18			-12.85 to -13.63
		2010		468			20.22 to 19.23			9,306		0.70 to 0.20			1.85			7.77 to 7.23
International Value Trust Series NAV		2014		297			15.44 to 15.44			4,589		0.00 to 0.00			2.99			-12.47 to -12.47
		2013		320			17.64 to 17.64			5,653		0.00 to 0.00			1.94			26.21 to 26.21
		2012		330			13.98 to 13.98			4,617		0.00 to 0.00			2.78			19.36 to 19.36
		2011		320			11.71 to 11.71			3,750		0.00 to 0.00			2.37			-12.80 to -12.80
		2010		308			13.43 to 13.43			4,137		0.00 to 0.00			2.47			8.00 to 8.00
Investment Quality Bond Trust Series I		2014		169			33.07 to 29.15			5,210		0.90 to 0.00			3.35			5.48 to 4.53
		2013		126			30.54 to 25.37			3,680		0.70 to 0.20			3.74			-2.11 to -2.60

78

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Investment Quality Bond Trust Series I		2012			142		$	31.20 to $29.38		$	4,236		0.70% to 0.20	%		1.98	%		7.36% to 6.83	%
		2011			223			29.71 to 24.31			6,242		0.70 to 0.00			4.35			8.07 to 7.10
		2010			200			26.95 to 25.63			5,171		0.70 to 0.20			5.22			7.24 to 6.71
Investment Quality Bond Trust Series NAV		2014			44			15.98 to 15.98			697		0.00 to 0.00			3.30			5.54 to 5.54
		2013			29			15.14 to 15.14			433		0.00 to 0.00			4.03			-1.88 to -1.88
		2012			42			15.43 to 15.43			644		0.00 to 0.00			2.33			7.66 to 7.66
		2011			35			14.33 to 14.33			507		0.00 to 0.00			3.65			8.06 to 8.06
		2010			48			13.26 to 13.26			642		0.00 to 0.00			7.27			7.54 to 7.54
Lifestyle Aggressive MVP Series I		2014	(f)		66			30.41 to 26.82			1,847		0.90 to 0.00			1.98			1.40 to 0.49
		2013			109			29.22 to 22.23			3,043		0.65 to 0.20			2.43			26.47 to 25.90
		2012			99			23.11 to 21.90			2,179		0.65 to 0.20			1.68			16.38 to 15.85
		2011			228			20.30 to 15.21			4,345		0.65 to 0.00			1.70			-6.50 to -7.34
		2010			224			21.28 to 20.35			4,597		0.65 to 0.20			1.47			16.22 to 15.69
Lifestyle Aggressive MVP Series NAV		2014	(f)		384			18.67 to 18.67			7,176		0.00 to 0.00			3.07			1.54 to 1.54
		2013			364			18.39 to 18.39			6,699		0.00 to 0.00			2.64			26.77 to 26.77
		2012			400			14.51 to 14.51			5,797		0.00 to 0.00			1.53			16.67 to 16.67
		2011			593			12.43 to 12.43			7,378		0.00 to 0.00			1.94			-6.46 to -6.46
		2010			518			13.29 to 13.29			6,886		0.00 to 0.00			2.58			16.50 to 16.50
Lifestyle Balanced MVP Series I		2014	(g)		142			34.52 to 30.43			4,473		0.90 to 0.00			1.67			4.29 to 3.35
		2013			266			32.24 to 24.30			8,189		0.65 to 0.20			2.44			12.56 to 12.05
		2012			316			28.64 to 27.14			8,676		0.65 to 0.20			2.13			11.64 to 11.14
		2011			524			26.23 to 19.47			12,908		0.65 to 0.00			3.34			0.62 to -0.28
		2010			476			25.55 to 24.43			11,702		0.65 to 0.20			3.02			11.53 to 11.02
Lifestyle Balanced MVP Series NAV		2014	(g)		942			17.57 to 17.57			16,551		0.00 to 0.00			2.70			4.25 to 4.25
		2013			1,161			16.85 to 16.85			19,568		0.00 to 0.00			2.92			12.89 to 12.89
		2012			1,146			14.93 to 14.93			17,102		0.00 to 0.00			2.41			11.90 to 11.90
		2011			1,347			13.34 to 13.34			17,965		0.00 to 0.00			3.98			0.67 to 0.67
		2010			860			13.25 to 13.25			11,390		0.00 to 0.00			4.09			11.78 to 11.78
Lifestyle Conservative MVP Series I		2014	(h)		72			34.24 to 30.19			2,267		0.90 to 0.00			1.72			5.02 to 4.08
		2013			200			31.77 to 24.68			6,115		0.65 to 0.20			3.51			3.67 to 3.21
		2012			220			30.65 to 29.03			6,465		0.65 to 0.20			3.82			8.29 to 7.81
		2011			117			28.92 to 22.14			3,191		0.65 to 0.00			4.60			4.23 to 3.30
		2010			90			27.21 to 26.01			2,350		0.65 to 0.20			3.07			8.92 to 8.42
Lifestyle Conservative MVP Series NAV		2014	(h)		338			16.40 to 16.40			5,549		0.00 to 0.00			2.76			4.98 to 4.98
		2013			483			15.62 to 15.62			7,550		0.00 to 0.00			3.45			3.99 to 3.99
		2012			520			15.02 to 15.02			7,808		0.00 to 0.00			3.53			8.55 to 8.55
		2011			361			13.84 to 13.84			4,994		0.00 to 0.00			5.32			4.27 to 4.27
		2010			246			13.27 to 13.27			3,268		0.00 to 0.00			4.36			9.25 to 9.25
Lifestyle Growth MVP Series I		2014	(i)		110			32.82 to 28.93			3,336		0.90 to 0.00			1.94			2.16 to 1.25
		2013			187			31.30 to 23.02			5,587		0.65 to 0.20			2.42			19.10 to 18.57
		2012			194			26.28 to 24.89			4,884		0.65 to 0.20			1.75			13.64 to 13.13
		2011			394			23.64 to 17.13			8,774		0.65 to 0.00			2.88			-1.60 to -2.48
		2010			371			23.55 to 22.51			8,411		0.65 to 0.20			1.95			12.79 to 12.29
Lifestyle Growth MVP Series NAV		2014	(i)		1,382			18.02 to 18.02			24,906		0.00 to 0.00			2.72			2.28 to 2.28
		2013			1,415			17.62 to 17.62			24,933		0.00 to 0.00			2.67			19.38 to 19.38
		2012			1,397			14.76 to 14.76			20,618		0.00 to 0.00			2.02			13.91 to 13.91
		2011			1,482			12.96 to 12.96			19,198		0.00 to 0.00			3.15			-1.55 to -1.55
		2010			1,099			13.16 to 13.16			14,460		0.00 to 0.00			2.91			13.04 to 13.04
Lifestyle Moderate MVP Series I		2014	(j)		58			35.06 to 30.90			1,869		0.90 to 0.00			2.75			4.94 to 4.00
		2013			65			32.55 to 24.57			2,001		0.65 to 0.20			2.95			10.00 to 9.51
		2012			81			29.59 to 28.04			2,278		0.65 to 0.20			2.68			10.44 to 9.94
		2011			102			27.39 to 20.37			2,616		0.65 to 0.00			2.88			2.33 to 1.42
		2010			117			26.24 to 25.08			2,968		0.65 to 0.20			3.17			10.34 to 9.84
Lifestyle Moderate MVP Series NAV		2014	(j)		580			17.27 to 17.27			10,015		0.00 to 0.00			2.97			4.99 to 4.99
		2013			555			16.45 to 16.45			9,137		0.00 to 0.00			2.84			10.26 to 10.26
		2012			585			14.92 to 14.92			8,729		0.00 to 0.00			2.90			10.70 to 10.70
		2011			496			13.48 to 13.48			6,680		0.00 to 0.00			4.71			2.38 to 2.38
		2010			351			13.17 to 13.17			4,620		0.00 to 0.00			3.46			10.69 to 10.69
M Capital Appreciation (e)		2014			3			85.07 to 85.07			285		0.00 to 0.00			0.00			12.42 to 12.42
		2013			3			75.67 to 75.67			220		0.00 to 0.00			0.00			39.20 to 39.20
		2012			2			54.36 to 54.36			117		0.00 to 0.00			0.61			17.43 to 17.43
M International Equity (e)		2014			0			33.05 to 33.05			0		0.00 to 0.00			0.00			-7.06 to -7.06
		2013			0			35.56 to 35.56			0		0.00 to 0.00			0.00			16.32 to 16.32
		2012			0			30.57 to 30.57			0		0.00 to 0.00			0.00			20.68 to 20.68
M Large Cap Growth (e)		2014			13			50.21 to 50.21			661		0.00 to 0.00			0.05			10.21 to 10.21
		2013			11			45.56 to 45.56			490		0.00 to 0.00			0.61			36.15 to 36.15
		2012			9			33.46 to 33.46			309		0.00 to 0.00			0.06			19.31 to 19.31
Mid Cap Index Trust Series I		2014			145			41.90 to 36.95			5,654		0.90 to 0.00			0.98			9.34 to 8.36
		2013			144			37.34 to 34.99			5,152		0.70 to 0.20			1.02			32.76 to 32.10
		2012			195			28.13 to 26.48			5,322		0.70 to 0.20			1.25			17.25 to 16.66

79

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

				At December 31,								For the years and periods ended December 31,
Sub-account	Year			Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)		Total Return Highest to Lowest (d)
Mid Cap Index Trust Series I		2011			382		$	24.52 to $22.21		$	8,990		0.65% to 0.00	%		0.56%		-2.25% to -3.13	%
		2010			505			24.59 to 23.39			12,202		0.70 to 0.20			1.06		25.73 to 25.11
Mid Cap Index Trust Series NAV		2014			346			27.60 to 27.60			9,542		0.00 to 0.00			1.01		9.40 to 9.40
		2013			382			25.23 to 25.23			9,632		0.00 to 0.00			1.18		33.09 to 33.09
		2012			360			18.95 to 18.95			6,824		0.00 to 0.00			1.54		17.54 to 17.54
		2011			313			16.13 to 16.13			5,051		0.00 to 0.00			0.81		-2.14 to -2.14
		2010			229			16.48 to 16.48			3,772		0.00 to 0.00			1.44		26.06 to 26.06
Mid Cap Stock Trust Series I		2014			100			33.50 to 29.53			3,179		0.90 to 0.00			0.10		8.02 to 7.05
		2013			114			30.49 to 28.32			3,370		0.70 to 0.20			0.04		36.55 to 35.86
		2012			116			22.13 to 20.84			2,515		0.70 to 0.20			0.00		21.97 to 21.35
		2011			251			18.55 to 16.80			4,452		0.70 to 0.00			0.00		-9.20 to -10.01
		2010			319			20.03 to 19.05			6,249		0.70 to 0.20			0.00		22.84 to 22.23
Mid Cap Stock Trust Series NAV		2014			91			73.72 to 73.72			6,701		0.00 to 0.00			0.20		8.11 to 8.11
		2013			123			68.19 to 68.19			8,402		0.00 to 0.00			0.07		36.84 to 36.84
		2012			121			49.83 to 49.83			6,027		0.00 to 0.00			0.00		22.34 to 22.34
		2011			120			40.73 to 40.73			4,908		0.00 to 0.00			0.00		-9.16 to -9.16
		2010			99			44.84 to 44.84			4,443		0.00 to 0.00			0.00		23.07 to 23.07
Mid Value Trust Series I		2014			229			25.98 to 24.69			5,817		0.90 to 0.00			0.74		10.60 to 9.62
		2013			245			23.27 to 22.79			5,637		0.65 to 0.20			1.13		31.13 to 30.55
		2012			220			17.75 to 17.46			3,867		0.65 to 0.20			0.85		19.29 to 18.75
		2011			266			14.96 to 14.60			3,937		0.65 to 0.00			0.69		-4.93 to -5.77
		2010			331			15.68 to 15.56			5,166		0.65 to 0.20			2.07		15.93 to 15.41
Mid Value Trust Series NAV		2014			511			39.91 to 39.91			20,406		0.00 to 0.00			0.99		10.70 to 10.70
		2013			267			36.05 to 36.05			9,612		0.00 to 0.00			1.13		31.47 to 31.47
		2012			270			27.42 to 27.42			7,391		0.00 to 0.00			0.92		19.54 to 19.54
		2011			265			22.94 to 22.94			6,074		0.00 to 0.00			0.75		-4.80 to -4.80
		2010			260			24.10 to 24.10			6,272		0.00 to 0.00			2.12		16.16 to 16.16
Money Market Trust B Series NAV		2014			3,095			17.37 to 17.37			53,777		0.00 to 0.00			0.00		0.00 to 0.00
		2013			4,061			17.37 to 17.37			70,547		0.00 to 0.00			0.01		0.01 to 0.01
		2012			3,405			17.37 to 17.37			59,154		0.00 to 0.00			0.04		0.03 to 0.03
		2011			2,900			17.36 to 17.36			50,355		0.00 to 0.00			0.00		0.08 to 0.08
		2010			2,163			17.35 to 17.35			37,530		0.00 to 0.00			0.05		0.03 to 0.03
Money Market Trust Series I		2014			1,221			22.29 to 19.65			25,348		0.90 to 0.00			0.00		0.00 to -0.92
		2013			1,177			21.72 to 14.99			24,559		0.70 to 0.20			0.00		-0.18 to -0.71
		2012			3,865			21.76 to 20.49			82,145		0.70 to 0.20			0.00		-0.18 to -0.70
		2011			1,293			22.28 to 15.15			27,375		0.70 to 0.00			0.00		0.07 to -0.82
		2010			1,006			21.83 to 20.77			21,282		0.70 to 0.20			0.00		-0.19 to -0.70
Natural Resources Trust Series I		2014	(m)		0			38.15 to 34.40			0		0.90 to 0.00			1.06		-7.78 to -8.48
		2013			95			40.50 to 38.60			3,741		0.65 to 0.20			0.63		2.76 to 2.30
		2012			84			39.41 to 37.73			3,204		0.65 to 0.20			0.73		0.32 to -0.13
		2011			125			39.97 to 36.98			4,794		0.65 to 0.00			0.45		-20.29 to -21.00
		2010			128			49.38 to 47.71			6,180		0.65 to 0.20			0.64		14.99 to 14.47
Natural Resources Trust Series NAV		2014	(m)		0			16.13 to 16.13			0		0.00 to 0.00			1.25		-7.74 to -7.74
		2013			161			17.49 to 17.49			2,808		0.00 to 0.00			0.69		3.07 to 3.07
		2012			150			16.97 to 16.97			2,546		0.00 to 0.00			0.89		0.58 to 0.58
		2011			130			16.87 to 16.87			2,194		0.00 to 0.00			0.61		-20.27 to -20.27
		2010			85			21.16 to 21.16			1,792		0.00 to 0.00			0.62		15.25 to 15.25
PIMCO All Asset (e)		2014			223			20.32 to 15.84			3,705		0.90 to 0.00			5.08		0.23 to -0.66
		2013			209			21.88 to 20.95			3,457		0.65 to 0.00			4.57		-0.10 to -0.75
		2012			157			21.11 to 15.82			2,642		0.65 to 0.00			4.87		14.65 to 13.90
		2011			120			19.48 to 18.18			1,776		0.65 to 0.00			6.34		1.66 to 0.75
		2010			132			18.35 to 13.58			1,987		0.65 to 0.00			6.94		12.71 to 11.98
Real Estate Securities Trust Series I		2014			74			173.52 to 152.98			11,707		0.90 to 0.00			1.68		31.73 to 30.55
		2013			75			128.34 to 48.06			8,983		0.70 to 0.20			1.73		-0.30 to -0.80
		2012			93			128.73 to 121.22			11,298		0.70 to 0.20			1.66		17.02 to 16.44
		2011			120			112.45 to 41.48			12,391		0.65 to 0.00			1.38		9.46 to 8.49
		2010			146			100.69 to 95.78			13,958		0.70 to 0.20			1.82		28.94 to 28.30
Real Estate Securities Trust Series NAV		2014			99			138.91 to 138.91			13,743		0.00 to 0.00			1.75		31.75 to 31.75
		2013			96			105.43 to 105.43			10,087		0.00 to 0.00			2.00		-0.05 to -0.05
		2012			93			105.48 to 105.48			9,784		0.00 to 0.00			1.82		17.33 to 17.33
		2011			86			89.90 to 89.90			7,765		0.00 to 0.00			1.53		9.58 to 9.58
		2010			92			82.05 to 82.05			7,529		0.00 to 0.00			2.02		29.20 to 29.20
Real Return Bond Trust Series I		2014			118			21.67 to 19.51			2,433		0.90 to 0.00			3.02		4.76 to 3.82
		2013			162			20.25 to 19.29			3,198		0.65 to 0.20			2.17		-9.46 to -9.87
		2012			234			22.36 to 21.41			5,091		0.65 to 0.20			1.74		8.64 to 8.15
		2011			267			20.95 to 19.38			5,369		0.65 to 0.00			4.40		12.02 to 11.03
		2010			271			18.41 to 17.78			4,890		0.65 to 0.20			12.15		8.61 to 8.12
Real Return Bond Trust Series NAV		2014			795			14.94 to 14.94			11,877		0.00 to 0.00			3.11		4.88 to 4.88
		2013			769			14.24 to 14.24			10,955		0.00 to 0.00			2.63		-9.25 to -9.25
		2012			727			15.69 to 15.69			11,415		0.00 to 0.00			1.83		8.86 to 8.86
		2011			621			14.41 to 14.41			8,946		0.00 to 0.00			4.19		12.14 to 12.14

80

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Real Return Bond Trust Series NAV		2010		545		$	12.85 to $12.85		$	7,011		0.00% to 0.00	%		13.22	%		8.82% to 8.82	%
Science & Technology Trust Series I		2014		274			33.10 to 29.18			8,265		0.90 to 0.00			0.00			12.90 to 11.88
		2013		286			28.56 to 10.37			7,523		0.70 to 0.20			0.00			43.24 to 42.53
		2012		292			19.94 to 18.77			5,407		0.70 to 0.20			0.00			10.23 to 9.67
		2011		373			18.49 to 6.61			6,303		0.70 to 0.00			0.00			-7.75 to -8.57
		2010		367			19.64 to 18.68			6,815		0.70 to 0.20			0.00			24.36 to 23.74
Science & Technology Trust Series NAV		2014		84			26.86 to 26.86			2,268		0.00 to 0.00			0.00			12.95 to 12.95
		2013		98			23.78 to 23.78			2,323		0.00 to 0.00			0.00			43.55 to 43.55
		2012		79			16.57 to 16.57			1,302		0.00 to 0.00			0.00			10.54 to 10.54
		2011		73			14.99 to 14.99			1,089		0.00 to 0.00			0.00			-7.72 to -7.72
		2010		59			16.24 to 16.24			951		0.00 to 0.00			0.00			24.69 to 24.69
Short Term Government Income Trust Series I		2014		163			10.62 to 10.17			1,684		0.90 to 0.00			2.62			1.15 to 0.19
		2013		142			10.42 to 10.24			1,462		0.70 to 0.20			1.08			-1.09 to -1.56
		2012		205			10.53 to 10.40			2,145		0.70 to 0.20			1.61			0.96 to 0.50
		2011		241			10.47 to 10.31			2,503		0.65 to 0.00			2.31			2.77 to 1.83
		2010		389			10.17 to 10.14			3,953		0.70 to 0.20			1.58			1.71 to 1.39
Short Term Government Income Trust Series NAV		2014		134			10.65 to 10.65			1,430		0.00 to 0.00			2.08			1.19 to 1.19
		2013		160			10.52 to 10.52			1,680		0.00 to 0.00			1.77			-0.74 to -0.74
		2012		227			10.60 to 10.60			2,409		0.00 to 0.00			1.96			1.18 to 1.18
		2011		71			10.48 to 10.48			748		0.00 to 0.00			1.39			2.83 to 2.83
		2010		232			10.19 to 10.19			2,363		0.00 to 0.00			1.20			1.91 to 1.91
Small Cap Growth Trust Series I		2014		41			27.64 to 26.15			1,100		0.90 to 0.00			0.00			7.57 to 6.61
		2013		61			25.43 to 24.85			1,537		0.65 to 0.20			0.00			43.80 to 43.15
		2012		64			17.68 to 17.36			1,121		0.65 to 0.20			0.00			16.24 to 15.71
		2011		70			15.31 to 14.88			1,057		0.65 to 0.00			0.00			-6.81 to -7.65
		2010		61			16.36 to 16.20			994		0.65 to 0.20			0.00			21.83 to 21.29
Small Cap Growth Trust Series NAV		2014		293			32.78 to 32.78			9,611		0.00 to 0.00			0.00			7.60 to 7.60
		2013		304			30.46 to 30.46			9,264		0.00 to 0.00			0.00			44.22 to 44.22
		2012		244			21.12 to 21.12			5,161		0.00 to 0.00			0.00			16.53 to 16.53
		2011		239			18.13 to 18.13			4,325		0.00 to 0.00			0.00			-6.80 to -6.80
		2010		223			19.45 to 19.45			4,344		0.00 to 0.00			0.00			22.14 to 22.14
Small Cap Index Trust Series I		2014		186			32.38 to 28.55			5,649		0.90 to 0.00			0.95			4.59 to 3.65
		2013		181			30.17 to 28.26			5,259		0.70 to 0.20			1.52			38.35 to 37.65
		2012		265			21.81 to 20.53			5,572		0.70 to 0.20			1.96			15.87 to 15.29
		2011		122			19.23 to 17.43			2,235		0.70 to 0.00			1.13			-4.50 to -5.36
		2010		135			19.75 to 18.78			2,595		0.70 to 0.20			0.51			26.11 to 25.48
Small Cap Index Trust Series NAV		2014		230			25.96 to 25.96			5,962		0.00 to 0.00			0.93			4.71 to 4.71
		2013		263			24.79 to 24.79			6,527		0.00 to 0.00			1.53			38.75 to 38.75
		2012		283			17.87 to 17.87			5,056		0.00 to 0.00			2.17			16.06 to 16.06
		2011		201			15.40 to 15.40			3,097		0.00 to 0.00			1.32			-4.37 to -4.37
		2010		139			16.10 to 16.10			2,234		0.00 to 0.00			0.63			26.43 to 26.43
Small Cap Opportunities Trust Series I		2014		430			39.46 to 35.53			15,811		0.90 to 0.00			0.05			2.39 to 1.47
		2013		470			37.73 to 35.77			16,986		0.70 to 0.20			0.27			39.88 to 39.18
		2012		17			26.97 to 25.70			437		0.70 to 0.20			0.00			16.61 to 16.02
		2011		33			23.54 to 21.77			735		0.70 to 0.00			0.09			-3.16 to -4.03
		2010		58			23.93 to 23.03			1,361		0.70 to 0.20			0.00			29.41 to 28.76
Small Cap Opportunities Trust Series NAV		2014		17			19.43 to 19.43			321		0.00 to 0.00			0.08			2.42 to 2.42
		2013		14			18.97 to 18.97			272		0.00 to 0.00			0.74			40.28 to 40.28
		2012		10			13.52 to 13.52			131		0.00 to 0.00			0.00			16.88 to 16.88
		2011		11			11.57 to 11.57			130		0.00 to 0.00			0.12			-3.13 to -3.13
		2010		12			11.94 to 11.94			141		0.00 to 0.00			0.00			29.71 to 29.71
Small Cap Value Trust Series I		2014		37			24.84 to 23.29			888		0.90 to 0.00			0.57			7.18 to 6.22
		2013		48			22.89 to 22.04			1,065		0.65 to 0.20			0.51			33.06 to 32.45
		2012		53			17.21 to 16.81			891		0.65 to 0.20			0.87			15.47 to 14.94
		2011		32			15.03 to 14.47			462		0.65 to 0.00			0.80			1.04 to 0.14
		2010		31			14.78 to 14.57			451		0.65 to 0.20			0.36			25.85 to 25.28
Small Cap Value Trust Series NAV		2014		128			69.19 to 69.19			8,868		0.00 to 0.00			0.63			7.25 to 7.25
		2013		172			64.51 to 64.51			11,096		0.00 to 0.00			0.62			33.33 to 33.33
		2012		162			48.39 to 48.39			7,815		0.00 to 0.00			0.91			15.78 to 15.78
		2011		167			41.79 to 41.79			6,963		0.00 to 0.00			0.90			1.15 to 1.15
		2010		155			41.32 to 41.32			6,410		0.00 to 0.00			0.44			26.15 to 26.15
Small Company Value Trust Series I		2014		167			33.69 to 29.70			5,332		0.90 to 0.00			0.03			0.11 to -0.79
		2013		186			46.36 to 30.72			5,927		0.70 to 0.20			1.76			31.35 to 30.70
		2012		191			24.96 to 23.51			4,661		0.70 to 0.20			0.25			16.06 to 15.48
		2011		292			30.62 to 19.92			6,156		0.65 to 0.00			0.54			-0.93 to -1.82
		2010		350			21.75 to 20.69			7,496		0.70 to 0.20			1.34			21.11 to 20.51
Small Company Value Trust Series NAV		2014		61			22.81 to 22.81			1,392		0.00 to 0.00			0.06			0.14 to 0.14
		2013		54			22.78 to 22.78			1,241		0.00 to 0.00			1.77			31.68 to 31.68
		2012		75			17.30 to 17.30			1,303		0.00 to 0.00			0.25			16.41 to 16.41
		2011		69			14.86 to 14.86			1,029		0.00 to 0.00			0.64			-0.94 to -0.94
		2010		61			15.00 to 15.00			921		0.00 to 0.00			1.53			21.39 to 21.39

81

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

			At December 31,								For the years and periods ended December 31,
Sub-account	Year		Units (000s)		Unit Fair Value Highest to Lowest (a)			Assets (000s)			Expense Ratio Highest to Lowest (b)			Investment Income Ratio (c)			Total Return Highest to Lowest (d)
Strategic Income Opportunities Trust Series I		2014		75		$	25.83 to $23.47		$	1,846		0.90% to 0.00	%		4.00	%		5.06% to 4.12	%
		2013		84			24.12 to 23.08			1,977		0.65 to 0.20			6.34			3.63 to 3.15
		2012		61			23.27 to 22.38			1,367		0.65 to 0.20			6.72			12.64 to 12.12
		2011		108			20.98 to 19.59			2,168		0.65 to 0.00			9.78			2.03 to 1.11
		2010		133			20.29 to 19.69			2,630		0.65 to 0.20			23.98			15.66 to 15.13
Strategic Income Opportunities Trust Series NAV		2014		200			19.15 to 19.15			3,828		0.00 to 0.00			4.09			5.13 to 5.13
		2013		198			18.22 to 18.22			3,609		0.00 to 0.00			5.72			3.81 to 3.81
		2012		182			17.55 to 17.55			3,195		0.00 to 0.00			7.25			12.94 to 12.94
		2011		136			15.54 to 15.54			2,106		0.00 to 0.00			12.08			2.08 to 2.08
		2010		102			15.22 to 15.22			1,550		0.00 to 0.00			19.58			15.91 to 15.91
Total Bond Market Trust B Series NAV		2014		693			23.62 to 23.62			16,376		0.00 to 0.00			3.54			6.06 to 6.06
		2013		582			22.27 to 22.27			12,957		0.00 to 0.00			3.60			-2.44 to -2.44
		2012		567			22.83 to 22.83			12,955		0.00 to 0.00			1.88			4.08 to 4.08
		2011		353			21.94 to 21.94			7,750		0.00 to 0.00			4.38			7.60 to 7.60
		2010		435			20.39 to 20.39			8,870		0.00 to 0.00			4.49			6.49 to 6.49
Total Return Trust Series I		2014		476			29.70 to 26.19			13,400		0.90 to 0.00			3.49			4.74 to 3.80
		2013		348			27.63 to 26.06			9,350		0.65 to 0.20			2.34			-2.23 to -2.67
		2012		962			28.26 to 26.77			26,630		0.65 to 0.20			1.72			8.27 to 7.78
		2011		1,865			26.68 to 24.17			47,874		0.65 to 0.00			4.47			3.91 to 2.98
		2010		1,847			25.16 to 24.06			45,740		0.65 to 0.20			2.32			7.43 to 6.95
Total Return Trust Series NAV		2014		1,554			18.03 to 18.03			28,029		0.00 to 0.00			3.51			4.72 to 4.72
		2013		1,401			17.22 to 17.22			24,129		0.00 to 0.00			3.33			-1.98 to -1.98
		2012		1,786			17.57 to 17.57			31,388		0.00 to 0.00			2.00			8.57 to 8.57
		2011		1,764			16.18 to 16.18			28,551		0.00 to 0.00			4.80			3.97 to 3.97
		2010		1,388			15.57 to 15.57			21,600		0.00 to 0.00			2.58			7.66 to 7.66
Total Stock Market Index Trust Series I		2014		134			23.84 to 21.02			2,980		0.90 to 0.00			1.35			11.48 to 10.46
		2013		88			20.84 to 19.53			1,758		0.70 to 0.20			1.17			33.12 to 32.46
		2012		130			15.65 to 14.74			1,982		0.70 to 0.20			1.54			15.26 to 14.69
		2011		145			13.88 to 12.57			1,911		0.65 to 0.00			1.16			0.28 to -0.62
		2010		144			13.43 to 12.91			1,900		0.70 to 0.30			1.73			16.84 to 16.37
Total Stock Market Index Trust Series NAV		2014		19			79.72 to 79.72			1,553		0.00 to 0.00			1.30			11.46 to 11.46
		2013		12			71.52 to 71.52			861		0.00 to 0.00			1.70			33.45 to 33.45
		2012		9			53.59 to 53.59			458		0.00 to 0.00			1.34			15.56 to 15.56
		2011		13			46.38 to 46.38			621		0.00 to 0.00			0.59			0.33 to 0.33
		2010		37			46.23 to 46.23			1,710		0.00 to 0.00			1.54			17.26 to 17.26
U.S. Equity Trust Series I		2014		93			14.63 to 14.28			1,343		0.90 to 0.00			1.30			11.03 to 10.04
		2013		105			13.13 to 13.02			1,378		0.70 to 0.20			1.46			27.98 to 27.33
		2012		105			10.26 to 10.23			1,072		0.70 to 0.20			1.97			2.63 to 2.28
U.S. Equity Trust Series NAV		2014		206			14.66 to 14.66			3,021		0.00 to 0.00			1.51			11.07 to 11.07
		2013		201			13.20 to 13.20			2,646		0.00 to 0.00			1.84			28.36 to 28.36
		2012		52			10.28 to 10.28			538		0.00 to 0.00			2.14			2.81 to 2.81
Ultra Short Term Bond Trust Series I		2014		1			10.05 to 9.72			9		0.90 to 0.00			1.61			-0.02 to -0.84
		2013		2			9.92 to 9.84			18		0.65 to 0.45			0.02			-0.49 to -0.74
		2012		3			9.91 to 9.91			33		0.65 to 0.65			1.16			-0.15 to -0.15
		2011		3			9.91 to 9.91			27		0.65 to 0.00			2.05			0.12 to -0.69
Ultra Short Term Bond Trust Series NAV		2014		73			10.07 to 10.07			736		0.00 to 0.00			3.39			0.03 to 0.03
		2013		22			10.07 to 10.07			217		0.00 to 0.00			0.67			-0.02 to -0.02
		2012		34			10.07 to 10.07			340		0.00 to 0.00			1.10			0.66 to 0.66
		2011		12			10.00 to 10.00			116		0.00 to 0.00			1.32			0.09 to 0.09
Utilities Trust Series I		2014		64			37.33 to 33.00			2,201		0.90 to 0.00			3.07			12.59 to 11.58
		2013		60			32.32 to 30.52			1,869		0.65 to 0.20			2.06			20.32 to 19.78
		2012		64			26.86 to 25.48			1,644		0.65 to 0.20			3.65			13.43 to 12.92
		2011		80			24.19 to 21.98			1,830		0.65 to 0.00			3.56			6.65 to 5.70
		2010		77			22.25 to 21.29			1,669		0.65 to 0.20			2.52			13.69 to 13.18
Utilities Trust Series NAV		2014		150			29.88 to 29.88			4,484		0.00 to 0.00			3.46			12.72 to 12.72
		2013		63			26.50 to 26.50			1,660		0.00 to 0.00			2.30			20.65 to 20.65
		2012		53			21.97 to 21.97			1,174		0.00 to 0.00			3.78			13.63 to 13.63
		2011		51			19.33 to 19.33			993		0.00 to 0.00			3.82			6.80 to 6.80
		2010		56			18.10 to 18.10			1,013		0.00 to 0.00			3.58			14.00 to 14.00
Value Trust Series I		2014		49			56.85 to 50.12			2,527		0.90 to 0.00			0.49			9.82 to 8.84
		2013		56			50.43 to 43.00			2,671		0.70 to 0.20			0.72			35.13 to 34.45
		2012		76			37.32 to 35.15			2,735		0.70 to 0.20			0.84			17.19 to 16.60
		2011		113			32.56 to 27.35			3,499		0.70 to 0.00			1.04			0.98 to 0.07
		2010		115			31.60 to 30.06			3,518		0.70 to 0.20			0.96			21.97 to 21.36
Value Trust Series NAV		2014		51			27.16 to 27.16			1,373		0.00 to 0.00			0.57			9.88 to 9.88
		2013		46			24.72 to 24.72			1,136		0.00 to 0.00			0.93			35.44 to 35.44
		2012		41			18.25 to 18.25			754		0.00 to 0.00			0.95			17.50 to 17.50
		2011		34			15.53 to 15.53			523		0.00 to 0.00			1.10			1.03 to 1.03
		2010		38			15.37 to 15.37			585		0.00 to 0.00			1.12			22.30 to 22.30

82

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

7. Unit Values — (continued):

The preceding table was developed by determining which products offered by the Company have the lowest and highest total return. Only product designs within each sub-account that had units outstanding during 2010 through 2013 were considered when determining the lowest and highest total return for these years. The summary for these years may not reflect the minimum and maximum mortality and expense risks charges offered by the Company as contract owners may not have selected all available and applicable contract options.

(a) As the unit fair value is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract unit values are not within the ranges presented.

(b) These ratios represent the annualized contract expenses of the variable account, consisting primarily of mortality and expense charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to policyholder accounts through the redemption of units and expenses of the underlying Portfolio are excluded.

(c) These ratios, which are not annualized, represent the distributions from net investment income received by the sub-account from the underlying Portfolio, net of management fees assessed by the portfolio manager, divided by the average net assets. These ratios exclude those expenses, such as mortality and expense charges, that are assessed against policyholder accounts either through the reductions in the unit values or the redemptions of units. The recognition of investment income by the sub-account is affected by the timing of the declaration of dividends by the underlying Portfolio in which the sub-accounts invest.

(d) These ratios, which are not annualized, represent the total return for the periods indicated, including changes in the value of the underlying Portfolio, and expenses assessed through the reduction of unit values. These ratios do not include any expenses assessed through the redemption of units. Investment options indicated in footnote 1 with a date notation, if any, denote the effective date of that investment option in the variable account. The total return is calculated for the period indicated or from the effective date through the end of the reporting period. For closed sub-accounts, the total return is calculated from the beginning of the reporting period to the date the sub-account closed. As the total return is presented as a range of minimum to maximum values, based on the product grouping representing the minimum and maximum expense ratio amounts, some individual contract total returns are not within the ranges presented.

(e) Sub-account that invests in non-affiliated Trust.

(f) Renamed on May 5, 2014. Previously known as Lifestyle Aggressive Trust.

(g) Renamed on May 5, 2014. Previously known as Lifestyle Balanced Trust.

(h) Renamed on May 5, 2014. Previously known as Lifestyle Conservative Trust.

(i) Renamed on May 5, 2014. Previously known as Lifestyle Growth Trust.

(j) Renamed on May 5, 2014. Previously known as Lifestyle Moderate Trust.

(k) Renamed on November 10, 2014. Previously known as Financial Services Trust.

(l) Terminated as an investment option and funds transferred to Fundamental Large Cap Value Trust on November 10, 2014.

(m) Terminated as an investment option and funds transferred to Global Trust on November 10, 2014.

83

John Hancock Life Insurance Company (U.S.A.) Separate Account N

Notes to Financial Statements — (continued)

December 31, 2014

8. Diversification Requirements

The Internal Revenue Service has issued regulations under Section 817(h) of the Internal Revenue Code (“the Code”). Under the provisions of Section 817(h) of the Code, a Contract will not be treated as a variable life contract for federal tax purposes for any period for which the investments of the Account on which the contract is based are not adequately diversified. The Code provides that the “adequately diversified” requirement may be met if the underlying investments satisfy either a statutory safe harbor test or diversification requirement set forth in regulations issued by the Secretary of the Treasury. The Company believes that the Account satisfies the current requirements of the regulations, and the Account will continue to meet such requirements.

9. Contract Charges

The Company deducts certain charges from gross premiums before placing the remaining net premiums in the sub-account. In the event of a surrender by the contract holder, surrender charges may be levied by the Company against the contract value at the time of termination to cover sales and administrative expenses associated with underwriting and issuing the Contract. Additionally, each month a deduction consisting of an administrative charge, a charge for cost of insurance, and charges for supplementary benefits is deducted from the contract value. Contract charges are paid through the redemption of sub-account units and are reflected as terminations.

The Company deducts from the assets of the Account a daily charge equivalent to annual rates between 0.00% and 0.90% of the average net value of the Account’s assets for the assumption of mortality and expense risks.

84

PART C
OTHER INFORMATION

Item 26. Exhibits

The following exhibits are filed as part of this Registration Statement:

(a) Resolution of Board of Directors establishing Separate Account N is incorporated by reference to post-effective amendment number 1, file number 333-152409, filed with the Commission in April 2010.

(b) Not applicable.

(c) (1) Distribution Agreement and Servicing Agreement between John Hancock Distributors and John Hancock Life Insurance Company (U.S.A.) dated February 17, 2009, incorporated by reference to pre-effective amendment number 1, file number 333-157212, filed with the Commission on April 7, 2009.

(2)(a) Specimen General Agent and Broker-Dealer Selling Agreement by and among John Hancock Life Insurance Company (U.S.A.) and John Hancock Distributors LLC effective August, 2009, incorporated by reference to pre-effective amendment number 2, file number 333-157212, filed with the Commission on April 26, 2011.

(b) List of third party broker-dealer firms included as Attachment A, incorporated by reference to post-effective amendment number 7, file number 333-179570, filed with the Commission in April, 2015.

(d) Form of Specimen Flexible Premium Variable Life Insurance Policy, incorporated by reference to post-effective amendment number 6, file number 333-100567 filed with the Commission on April 30, 2007.

(2) Form of Specimen Flexible Term Insurance Option Term Life Rider, incorporated by reference to post-effective amendment number 6, file number 333-100567, filed with the Commission on April 30, 2007.

(e)(1) Specimen Application for Flexible Premium Variable Life Insurance Policy, incorporated by reference to post-effective amendment number 7, file number 33-52310, filed with the Commission on April 26, 1996.
(2) Specimen Application Supplement for Flexible Premium Variable Life Insurance Policy, incorporated by reference to post-effective amendment number 9, file number 33-52310, filed with the Commission on April 26, 1996.

(f) (1) Restated Articles of Redomestication of the John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 30, 1992, incorporated by reference to post-effective amendment number 9, file number 333-85284, filed with the Commission in April, 2007.

(a) Amendment to the Articles of Redomestication of John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(b) Amendment to the Articles of Redomestication effective January 1, 2005, incorporated by reference to post-effective amendment number 9, file number 333-85284, filed with the Commission in April, 2007.

(c) Amended and Restated Articles of Redomestication and Articles of Incorporation of John Hancock Life Insurance Company (U.S.A.) dated July 26, 2010, and further amended as of November 20, 2012, incorporated by reference to post-effective amendment number 2, file number 333-179570, filed with the Commission in April 2013.

(2) By-laws of John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated December 2, 1992, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(a) Amendment to the By-laws of John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated June 7, 2000, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(b) Amendment to the By-laws of John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated March 12, 1999, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(c) Amendment to the By-laws of John Hancock Life Insurance Company (U.S.A.) (formerly, The Manufacturers Life Insurance Company (U.S.A.)) dated July 16, 2004, incorporated by reference to post-effective amendment number 9, file number 333-85284, filed with the Commission in April, 2007.

(d) Amended and Restated By-laws of John Hancock Life Insurance Company (U.S.A.) dated June 15, 2010, incorporated by reference to post-effective amendment number 2, file number 333-179570, filed with the Commission in April 2013.

(g) The Depositor maintains reinsurance arrangements in the normal course of business, none of which are material.

(h)(1) Participation Agreement among the Manufacturers Insurance Company (U.S.A.), the Manufacturers Insurance Company of New York, PIMCO Variable Insurance Trust and PIMCO Advisors Distributors LLC dated April 30, 2004, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(2) Participation Agreement among John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, and John Hancock Trust dated April 20, 2005, incorporated by reference to pre-effective amendment number 1, file number 333-126668, filed with the Commission on October 12, 2005.

(3) Participation Agreement among John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, and M Financial Investment Advisers, Inc. dated November 13, 2009, incorporated by reference to file number 333-164150, filed with the Commission on January 4, 2010.

4) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust portfolios (except American Funds Insurance Series) dated April 16, 2007, incorporated by reference to post-effective amendment number 9, file number 333-85284, filed with the Commission in April, 2007.

(5) Shareholder Information Agreement between John Hancock Life Insurance Company (U.S.A.), John Hancock Life Insurance Company of New York, John Hancock Life Insurance Company, John Hancock Variable Life Insurance, and John Hancock Trust on behalf of series of the Trust that are feeder funds of the American Funds Insurance Series dated April 16, 2007, incorporated by reference to post-effective amendment number 9, file number 333-85284, filed with the Commission in April, 2007.

(i) (1) Service agreement between Manulife Financial Corporation and the Manufacturers Life Insurance Company (U.S.A.), dated January 1, 2001, incorporated by reference to post-effective amendment number 6, file number 333-179570, filed with the Commission April 28, 2014.

(j) Not applicable.

(k) Opinion and consent of counsel for John Hancock Life Insurance Company (U.S.A.), incorporated by reference to pre-effective amendment number 1, file number 333-100597, filed with the Commission on December 16, 2002.

(l) Not Applicable.

(m) Not Applicable.

(n) Consents of Independent Registered Public Accounting Firm, filed herewith.

(n)(1) Opinion of Counsel as to the eligibility of this post-effective amendment to be filed pursuant to Rule 485(b), filed herewith.

(o) Not Applicable.

(p) Not Applicable.

(q) Memorandum Regarding Issuance, Face Amount Increase, Redemption and Transfer Procedures for the policies, incorporated by reference to pre-effective amendment number 1, file number 333-100597, filed with the Commission on December 16, 2002.

Powers of Attorney

(i) Powers of Attorney for Craig Bromley, Thomas Borshoff, Paul M. Connolly, Michael Doughty, Ruth Ann Fleming, James D. Gallagher, Scott S. Hartz, Rex Schlaybaugh, Jr., and John Vrysen, incorporated by reference to post-effective amendment number 1, file number 333-179570, filed with the Commission April 24, 2013.

Item 27. Directors and Officers of the Depositor

OFFICERS AND DIRECTORS OF JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

Name and Principal Business Address	Position with Depositor
Craig Bromley 601 Congress Street Boston, MA 02210	Director, Chairman and President
Thomas Borshoff 536 Stone Road Pittsford, NY 14534	Director

Name and Principal Business Address	Position with Depositor
Paul M. Connolly 75 Indian Spring Road Milton, MA 02186	Director
Michael Doughty 197 Clarendon Street Boston, MA 02116	Director
Ruth Ann Fleming 205 Highland Avenue Short Hills, NJ 07078	Director
James D. Gallagher 601 Congress Street Boston, MA 02210	Director, Executive Vice President, General Counsel and Chief Administrative Officer
Scott S. Hartz 197 Clarendon Street Boston, MA 02116	Director, Executive Vice President and Chief Investment Officer
Rex Schlaybaugh, Jr. 400 Renaissance Center Detroit, MI 48243	Director
John G. Vrysen 601 Congress Street Boston, MA 02210	Director and Senior Vice President
Executive Vice Presidents
Michael Doughty**
Steven Finch*	and Chief Financial Officer
James D. Gallagher*	and General Counsel & Chief Administrative Officer
Scott S. Hartz**	and Chief Investment Officer – US Investments
Senior Vice Presidents
John C.S. Anderson**
Andrew G. Arnott*
Kevin J. Cloherty*
Barry Evans††††
Peter Gordon*
Brian Heapps**
Gregory Mack*
Janis K. McDonough*****
H. Steven Moore****	and Treasurer
James O’Brien†††
Sebastian Pariath*	and Head of Operations and Chief Information Officer
Timothy W. Ramza*
Alan R. Seghezzi**
Anthony Teta**
Brooks Tingle**
Vice Presidents
Emanuel Alves*	Counsel and Corporate Secretary
Roy V. Anderson*
Abigail M. Armstrong**
Kevin Askew*****
James Bacharach*
William Ball**
William D. Bertrand**
Ann Birle*****
Stephen J. Blewitt**
Alan Block*
Robert Boyda**
Grant Buchanan***
David Campbell***

Name and Principal Business Address	Position with Depositor
Bob Carroll**
Rick A. Carlson*
Brian Collins*
Paul M. Crowley**
John J. Danello*
Brent Dennis**
Robert Donahue*****
Paul Gallagher*
Ann Gencarella**
Gerald C. Hanrahan, Jr.**
Richard Harris***	and Appointed Actuary
John Hatch*
Kevin Hill**
Eugene Xavier Hodge, Jr.*
James C. Hoodlet**
Roy Kapoor****
Mitchell Karman*	and Chief Compliance Officer & Counsel
Frank Knox*	and Chief Compliance Officer – Retail Funds/Separate Accounts
Hung Ko***	Vice President, Treasury
David Kroach***
Robert Leach*
Scott Lively*
Cheryl Mallett****
Nathaniel I. Margolis**
John B. Maynard*
Karen McCafferty*
Scott A. McFetridge**
William McPadden**
Maureen Milet**	and Chief Compliance Officer – Investments
Scott Morin*
Jeffrey H. Nataupsky*
Scott Navin**
Betty Ng***
Nina Nicolosi*
Jeffrey Packard**
Frank O‘Neill*
Daragh O’Sullivan**
Jacques Ouimet**
Gary M. Pelletier**
David Plumb*
Tracey Polsgrove*
Krish Ramdial****	Vice President, Treasury
Jill Rebman***
George Revoir*
Mark Rizza*
Andrew Ross****
Lisa Anne Ryan†††
Thomas Samoluk*
Martin Sheerin*
Gordon Shone*
Susan Simi**
Rob Stanley*
Tony Todisco*****
Simonetta Vendittelli*	and Controller
Peter de Vries***
Linda A. Watters*
Jeffery Whitehead*
Brent Wilkinson†††

Name and Principal Business Address	Position with Depositor
Henry Wong**
Leo Zerilli*
Assistant Vice Presidents
Joanne Adkins
Stacey Agretelis
Patricia L. Allison
Michael Barnes
Jack Barry
Naomi S. Bazak
P. J. Beltramini
Jon Bourgault
Daniel C. Budde
Jennifer Toone Campanella
Suzanne Cartledge
Anjali Chitre
Eileen Cloherty	and Chief Accountant
Catherine Collins
Thomas D. Crohan
Diane Cronin
Jaime Hertel Dasque
Lorn C. Davis
Todd D. Emmel
Allan M. Fen
Paul A. Fishbin
Michael A. Foreman
Arthur Francis
Donna Frankel
Philip W. Freiberger
Scott B. Garfield
John M. Garrison
Keith Gendron
William A. Gottlieb
Teresa S. Hayes
Charles Whitney Hill
Tina Joseph
Recep C. Kendircioglu
Bruce Kinna
Patty Kisielis
Sally Kwan
Thomas Loftus
Timothy J. Malik
Robert Maulden
Kathleen E. McDonough
Reid W. McLay
Pamela Memishian
John P. Monahan
Geoffrey Norris
John O’Connor
E. David Pemsteim
Charlie Philbrook	and Chief Risk Officer
David Pickett
Michael A. Pirrello
Malcolm Pittman
Jason M. Pratt
David P. Previte
Peta-Gaye Prinn
Malcolm Quinn
Hilary Quosai

Name and Principal Business Address	Position with Depositor
Kathryn Riley
Josephine M. Rolka
Timothy A. Roseen
Louise Santosuosso
Debbie Stickland
Joan Marie Uzdavinis
John Wallace
Sean A. Williams
Jennifer Wilson
Sameh Youssef
Paolo Zadra
Shauna Yen
Aleksander Zivanovic

*Principal Business Office is 601 Congress Street, Boston, MA 02210

**Principal Business Office is 197 Clarendon Street, Boston, MA 02116

***Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5

****Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5

*****Principal Business Office is 380 Stuart Street, Boston, MA 02116

†Principal Business is 6400 Sheridan Drive, Williamsville, NY 14221

††Principal Business is 2001 Butterfield Road, Downers Grove, Illinois 60515

†††Principal Business is 200 Berkeley Street, Boston, MA 02116

††††Principal Business is 101 Huntington Avenue, Boston, MA 02116

Item 28. Persons Controlled by or Under Common Control with the Depositor or the Registrant

The Registrant is a separate account of the Depositor operating as a unit investment trust. The Registrant supports benefits payable under the Depositor's variable life insurance policies by investing assets allocated to various investment options in shares of John Hancock Variable Insurance Trust (formerly, John Hancock Trust) and other mutual funds registered under the Investment Company Act of 1940 as open-end management investment companies of the “series” type.

As of the effective date of the registration statement, the Company and its affiliates are controlled by Manulife Financial Corporation.

MANULIFE FINANCIAL CORPORATION PRINCIPAL SUBSIDIARIES - December 31, 2014 For External Use (1) The remaining 5% equity of PT Asuransi Jiwa Manulife Indonesia is indirectly held by The Manufacturers Life Insurance Company (2) The remaining 0.1% equity of John Hancock Advisers, LLC is indirectly held by John Hancock Subsidiaries LLC (3) 99% limited partnership interest is held by The Manufacturers Life Insurance Company (4) 99% limited partnership interest is held by Manulife Property Limited Partnership This chart displays voting interest. All entities are 100% controlled unless otherwise indicated. Indirect Control Direct Control

Item 29. Indemnification

The Form of Selling Agreement or Service Agreement between John Hancock Distributors LLC (“JH Distributors”) and various broker-dealers may provide that the selling broker-dealer indemnify and hold harmless JH Distributors and the Company, including their affiliates, officers, directors, employees and agents against losses, claims, liabilities or expenses (including reasonable attorney’s fees), arising out of or based upon a breach of the Selling or Service Agreement, or any applicable law or regulation or any applicable rule of any self-regulatory organization or similar provision consistent with industry practice.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

Item 30. Principal Underwriter

(a) Set forth below is information concerning other investment companies for which JH Distributors, the principal underwriter of the contracts, acts as investment adviser or principal underwriter.

Name of Investment Company	Capacity in Which Acting
John Hancock Variable Life Account S	Principal Underwriter
John Hancock Variable Life Account U	Principal Underwriter
John Hancock Variable Life Account V	Principal Underwriter
John Hancock Variable Life Account UV	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account R	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account T	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account W	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account X	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account Q	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account A	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account N	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account H	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account I	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account J	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account K	Principal Underwriter
John Hancock Life Insurance Company (U.S.A.)  Separate Account M	Principal Underwriter
John Hancock Life Insurance Company of New York  Separate Account B	Principal Underwriter
John Hancock Life Insurance Company of New York  Separate Account A	Principal Underwriter

(b) John Hancock Life Insurance Company (U.S.A.) is the sole member of JH Distributors and the following comprise the Board of Managers and Officers of JH Distributors.

Name	Title
Michael Doughty**	Chairman, Director
Steven Finch*	Director
James C. Hoodlet**	Director
George Revoir*	Director, President and Chief Executive Officer
Alan Seghezzi**	Director
Christopher Walker***	Director, Vice President, Investments
Emanuel Alves*	Secretary
H. Steven Moore****	Senior Vice President, Treasurer
Brian Collins*	Vice President, US Taxation
Krish Ramdial****	Vice President, Treasury
John Bryson*	Assistant Vice President
Jeffrey H. Long*	Assistant Vice President, Chief Financial Officer and Financial Operations Principal
Michael Mahoney*	Assistant Vice President, Chief Compliance Officer
David Pickett*	Assistant Vice President, General Counsel

*Principal Business Office is 601 Congress Street, Boston, MA 02210

**Principal Business Office is 197 Clarendon Street, Boston, MA 02116

***Principal Business Office is 200 Bloor Street, Toronto, Canada M4W1E5

****Principal Business Office is 250 Bloor Street, Toronto, Canada M4W1E5

(c) John Hancock Distributors LLC

Compensation received, directly or indirectly, from the Registrant by John Hancock Distributors LLC, the sole principal underwriter of the contracts funded by the Separate Account during the last fiscal year:

(1)	(2)	(3)	(4)	(5)
Name of Principal Underwriter	Net Underwriting Discounts and Commissions	Compensation on Events Occasioning the Deduction of a Deferred Sales Load	Brokerage Commissions	Other Compensation
John Hancock Distributors LLC	$0	$0	$0	$0

Item 31. Location of Accounts and Records

The following entities prepare, maintain, and preserve the records required by Section 31(a) of the Act for the Registrant through written agreements between the parties to the effect that such services will be provided to the Registrant for such periods prescribed by the Rules and Regulations of the Commission under the Act and such records will be surrendered promptly on request: John Hancock Distributors LLC, John Hancock Place, Boston, Massachusetts 02117, serves as Registrant’s distributor and principal underwriter, and, in such capacities, keeps records regarding shareholders account records, canceled stock certificates. John Hancock Life Insurance Company (U.S.A.) (at the same address), in its capacity as Registrant’s depositor keeps all other records required by Section 31 (a) of the Act.

Item 32. Management Services

All management services contracts are discussed in Part A or Part B.

Item 33. Fee Representation

Representation of Insurer Pursuant to Section 26 of the Investment Company Act of 1940

John Hancock Life Insurance Company (U.S.A.) hereby represents that the fees and charges deducted under the contracts issued pursuant to this registration statement, in the aggregate, are reasonable in relation to the services rendered, the expenses expected to be incurred, and the risks assumed by the Company.

Signatures

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant has caused this amendment to the Registration Statement to be signed on its behalf in the City of Boston, Commonwealth of Massachusetts, as of the 23^rd day of April, 2015.

John Hancock Life Insurance Company (U.S.A.) Separate Account N

(Registrant)

By: JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

By: /s/ Craig Bromley

Craig Bromley

Principal Executive Officer

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

(Depositor)

By: /s/ Craig Bromley

Craig Bromley

Principal Executive Officer

Signatures

Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment to the Registration Statement has been signed by the following persons in the capacities indicated as of the 23^rd day of April, 2015.

Signatures	Title
/s/ Simonetta Vendittelli Simonetta Vendittelli	Vice President and Controller
/s/ Steven Finch Steven Finch	Executive Vice President and Chief Financial Officer
* Craig Bromley	Director
* Thomas Borshoff	Director
* Paul M. Connolly	Director
* Ruth Ann Fleming	Director
* Michael Doughty	Director
* James D. Gallagher	Director
* Scott S. Hartz	Director
* Rex E. Schlaybaugh, Jr.	Director
* John G. Vrysen	Director
/s/James C. Hoodlet James C. Hoodlet

*Pursuant to Power of Attorney

April, 2015

This disclosure is distributed to policy owners of variable life insurance policies issued by John Hancock Life Insurance Company (U.S.A.) (“John Hancock USA”) and offering interests in John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Account” or “Separate Account”). Certain of the investment options described in this disclosure may not be available to you under your policy. You may contact the John Hancock USA Service Office for more information at 1-800-521-1234 or write to us at 197 Clarendon Street, Boston, MA 02117.

Certain of the investment options listed below are offered under variable life insurance policies bearing the title Corporate VUL.

500 Index B

Active Bond

All Cap Core

Alpha Opportunities

American Asset Allocation

American Global Growth

American Growth

American Growth-Income

American International

American New World

Blue Chip Growth

Bond

Capital Appreciation

Capital Appreciation Value

Core Bond

Core Strategy

Emerging Markets Value

Equity-Income

Financial Industries

Franklin Templeton Founding Allocation

Fundamental All Cap Core

Fundamental Large Cap Value

Global

Global Bond

Health Sciences

High Yield

International Core

International Equity Index B

International Growth Stock

International Small Company

International Value

Investment Quality Bond

Lifestyle Aggressive MVP

Lifestyle Balanced MVP

Lifestyle Conservative MVP

Lifestyle Growth MVP

Lifestyle Moderate MVP

Mid Cap Index

Mid Cap Stock

Mid Value

Money Market

Money Market B

PIMCO VIT All Asset

Real Estate Securities

Real Return Bond

Science & Technology

Short Term Government Income

Small Cap Growth

Small Cap Index

Small Cap Opportunities

Small Cap Value

Small Company Value

Strategic Income Opportunities

Total Bond Market B

Total Stock Market Index

Ultra Short Term Bond

U.S. Equity

Utilities

Value

M Capital Appreciation

M International Equity

M Large Cap Growth

M Large Cap Value

1

Market timing and disruptive trading risks

The policy is not designed for professional market timers or highly active traders, including persons or entities that engage in programmed, large or frequent transfers among the investment accounts or between the investment accounts and any available fixed account. The policy is also not designed to accommodate trading that results in transfers that are large in relation to the total assets of the underlying portfolio.

Variable investment accounts in variable life insurance products can be a prime target for abusive transfer activity because these products value their investment accounts on a daily basis and allow transfers among investment accounts without immediate tax consequences. As a result, some investors may seek to frequently transfer into and out of investment accounts or to make large transfers in reaction to market news or to exploit a perceived pricing inefficiency. Whatever the reason, long-term investors in an investment account can be harmed by large or frequent transfer activity. For example, such activity may expose the investment account's underlying portfolio to increased portfolio transaction costs and/or disrupt the portfolio manager's ability to effectively manage the portfolio's investments in accordance with the portfolio’s investment objectives and policies. This could include causing the portfolio to maintain higher levels of cash than would otherwise be the case, or liquidating investments prematurely. Accordingly, frequent or large transfers may result in dilution with respect to interests held for long-term investment and adversely affect policy owners, beneficiaries and the underlying portfolios.

To discourage market timing and disruptive trading activity, we impose restrictions on transfers and reserve the right to change, suspend or terminate telephone, facsimile and internet transaction privileges. In addition, we reserve the right to take other actions at any time to restrict trading, including, but not limited to:

(i) restricting the number of transfers made during a defined period,

(ii) restricting the dollar amount of transfers,

(iii) restricting transfers into and out of certain investment accounts,

(iv) restricting the method used to submit transfers, and

(v) deferring a transfer at any time we are unable to purchase or redeem shares of the underlying portfolio.

We may also impose additional administrative conditions upon, or prohibit a transfer request made by a third party giving instructions on behalf of multiple policies, whether owned by the same owner or different owners. If you engage a third party for asset allocation services, then you may be subject to these transfer restrictions because of the actions of that party in providing those services. We will notify the third party you have engaged if we exercise this right.

While we seek to identify and prevent disruptive trading activity, it may not always be possible to do so. Therefore, no assurance can be given that the restrictions we impose will be successful in preventing all disruptive trading and avoiding harm to long-term investors.

Total annual portfolio operating expenses

The following table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment option offered through CVUL policies purchased on or after October 12, 2005, expressed as a percentage of average net assets (rounded to two decimal places). These expenses are deducted from portfolio assets. For more information, please refer to the prospectus for the underlying portfolio.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/or service (12b-1) fees, and other expenses1	0.49%	1.68%

¹Certain of the portfolios’ advisers or subadvisers have contractually agreed to reimburse or waive certain portfolio level expenses. The minimum and maximum expenses shown do not reflect these contractual expense reimbursements or waivers. If such reimbursements or waivers were reflected, the minimum and maximum expenses would be 0.25% and 1.53%, respectively.

2

The next table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment option offered through a Corporate VUL policy purchased prior to October 12, 2005, expressed as a percentage of average net assets (rounded to two decimal places). These expenses are deducted from portfolio assets.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/or service (12b-1) fees, and other expenses	0.54%	1.68%

¹Certain of the portfolios’ advisers or subadvisers have contractually agreed to reimburse or waive certain portfolio level expenses. The minimum and maximum expenses shown do not reflect these contractual expense reimbursements or waivers. If such reimbursements or waivers were reflected, the minimum and maximum expenses would be 0.30% and 1.53%, respectively.

Table of Investment Options and Investment Subadvisers

Please note that certain of the investment options described in this table may not be available to you under your policy.

When you select a Separate Account investment option, we invest your money in shares of a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust” or “JHVIT”) (or the PIMCO Variable Insurance Trust (the “PIMCO Trust”) or M Fund, Inc. (the “M Fund”)), and hold the shares in a subaccount of the Separate Account. Fees and expenses of the portfolios are not fixed or specified under the terms of the policies and may vary from year to year. These fees and expenses differ for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any Separate Account investment options you select. For more information, please refer to the prospectus for the underlying portfolio.

The JHVIT, the PIMCO Trust, and the M Fund are so-called “series” type mutual funds and each is registered under the Investment Company Act of 1940 (“1940 Act”) as an open-end management investment company. John Hancock Investment Management Services, LLC (“JHIMS”) provides investment advisory services to the Trust and receives investment management fees for doing so. JHIMS pays a portion of its investment management fees to other firms that manage the Trust’s portfolios. We are affiliated with JHIMS and may indirectly benefit from any investment management fees JHIMS retains. The PIMCO VIT All Asset portfolio of the PIMCO Trust receives investment advisory services from Pacific Investment Management Company LLC (“PIMCO”) and pays investment management fees to PIMCO.

Each of the American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International and American New World portfolios invests in shares of the corresponding investment portfolio of the Trust. The American Asset Allocation, American Global Growth, American Growth, American Growth-Income, American International and American New World portfolios (“American Portfolios”) operate as “feeder funds,” which means that the portfolios do not buy investment securities directly. Instead, they invest in a “master fund” which in turn purchases investment securities. Each of the American feeder fund portfolios has the same investment objective and limitations as its master fund. The prospectus for the American Fund master fund is included with the prospectuses for the underlying funds. We pay American Funds Distributors, Inc., the principal underwriter for the American Funds Insurance Series, a percentage of some or all of the amounts allocated to the American Portfolios of the Trust for the marketing support services it provides.

The M Capital Appreciation, M International Equity, M Large Cap Growth and M Large Cap Value portfolios are series of the M Fund, an open-end management investment company registered under the 1940 Act. The assets of these subaccounts are invested in the corresponding portfolios of the M Fund. M Financial Investment Advisers, Inc. (“M Financial”) is the investment adviser for all portfolios of the M Fund. The entities shown in the table below as “Portfolio Managers” of the M Fund portfolios are sub-investment advisers selected by M Financial and are the entities that manage the portfolio’s assets.

The portfolios pay us or certain of our affiliates compensation for some of the distribution, administrative, shareholder support, marketing and other services we or our affiliates provide to the portfolios. The amount of this compensation is based on a percentage of the assets of the portfolios attributable to the variable insurance products that we and our affiliates issue. These percentages may differ from portfolio to portfolio and among classes of shares within a portfolio. In some cases, the compensation is derived from the Rule 12b-1 fees that are deducted from a portfolio’s assets for the services we or our affiliates provide to that portfolio. These compensation payments do not, however, result in any charge to you in addition to what is shown in the prospectus for the underlying portfolio.

3

The following table provides a general description of the portfolios that underlie the variable investment options we make available under the policy. You bear the investment risk of any portfolio you choose as an investment option for your policy. You can find a full description of each portfolio, including the investment objectives, policies, restrictions, and risks, in the prospectus for that portfolio. You should read the portfolio’s prospectus carefully before investing in the corresponding variable investment option.

The investment options in the Separate Account are not publicly traded mutual funds. The investment options are only available to you as investment options in the policies, or in some cases through other variable annuity contracts or variable life insurance policies issued by us or by other life insurance companies. In some cases, the investment options also may be available through participation in certain qualified pension or retirement plans. The portfolios' investment advisers and managers (i.e. subadvisers) may manage publicly traded mutual funds with similar names and investment objectives. However, the portfolios are not directly related to any publicly traded mutual fund. You should not compare the performance of any investment option described in this prospectus with the performance of a publicly traded mutual fund. The performance of any publicly traded mutual fund could differ substantially from that of any of the investment options of our Separate Account.

The portfolios available under the policies, the investment subadvisers (engaged by JHIMS, M Financial or PIMCO) and the investment objective for each portfolio are described in the table below. For additional information regarding these portfolios' investment objectives, policies and restrictions of and the risks relating to investment in the portfolios, please refer to the prospectus for the underlying portfolio.

Portfolio	Subadviser	Investment Objective
500 Index B	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To approximate the aggregate total return of a broad-based U.S. domestic equity market index.
Active Bond	Declaration Management & Research LLC; and John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
All Cap Core	QS Investors, LLC	To seek to provide long-term growth of capital.
Alpha Opportunities	Wellington Management Company, LLP	To seek to provide long-term total return.
American Asset Allocation	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide high total return (including income and capital gains) consistent with preservation of capital over the long-term.
American Global Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American Growth	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital.
American Growth–Income	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide growth of capital and income.
American International	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term growth of capital.
American New World	Capital Research and Management Company (Adviser to the American Funds Insurance Series)	To seek to provide long-term capital appreciation.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is a secondary objective.
Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
Capital Appreciation	Jennison Associates LLC	To seek to provide long-term growth of capital.
Capital Appreciation Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.

4

Portfolio	Subadviser	Investment Objective
Core Bond	Wells Capital Management, Incorporated	To seek to provide total return consisting of income and capital appreciation.
Core Strategy	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital. Current income is also a consideration.
Emerging Markets Value	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
Equity-Income	T. Rowe Price Associates, Inc.	To seek to provide substantial dividend income and also long-term growth of capital.
Financial Industries	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide growth of capital.
Franklin Templeton Founding Allocation	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.
Fundamental All Cap Core	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term growth of capital.
Fundamental Large Cap Value	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide long-term capital appreciation.
Global	Templeton Global Advisors Limited	To seek to provide long-term capital appreciation.
Global Bond	Pacific Investment Management Company LLC	To seek to provide maximum total return, consistent with preservation of capital and prudent investment management.
Health Sciences	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
High Yield	Western Asset Management Company	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.
International Core	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide high total return.
International Equity Index B	SSgA Funds Management, Inc.	To seek to track the performance of a broad-based equity index of foreign companies primarily in developed countries and, to a lesser extent, in emerging markets.
International Growth Stock	Invesco Advisers, Inc.	To seek to provide long-term growth of capital.
International Small Company	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.
International Value	Templeton Investment Counsel, LLC	To seek to provide long-term growth of capital.
Investment Quality Bond	Wellington Management Company, LLP	To seek to provide a high level of current income consistent with the maintenance of principal and liquidity.
Lifestyle Aggressive MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Balanced MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide growth of capital and current income while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.

5

Portfolio	Subadviser	Investment Objective
Lifestyle Conservative MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Growth MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide long-term growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Lifestyle Moderate MVP	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC; and John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to provide current income and growth of capital while seeking to both manage the volatility of return and limit the magnitude of portfolio losses.
Mid Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a medium-capitalization U.S. domestic equity market index.
Mid Cap Stock	Wellington Management Company, LLP	To seek to provide long-term growth of capital.
Mid Value	T. Rowe Price Associates, Inc.	To seek to provide long-term capital appreciation.
Money Market	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to obtain maximum current income consistent with preservation of principal and liquidity. Certain market conditions may cause the return of the portfolio to become low or possibly negative.
Money Market B	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to obtain maximum current income consistent with preservation of principal and liquidity. Certain market conditions may cause the return of the portfolio to become low or possibly negative.
PIMCO VIT All Asset (a series of PIMCO Variable Insurance Trust) (only Class M is available)	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Real Estate Securities	Deutsche Investment Management Americas Inc.	To seek to provide a combination of long-term capital appreciation and current income.
Real Return Bond	Pacific Investment Management Company LLC	To seek to provide maximum real return, consistent with preservation of real capital and prudent investment management.
Science & Technology	T. Rowe Price Associates, Inc.; and Allianz Global Investors U.S. LLC	To seek to provide long-term growth of capital. Current income is incidental to the portfolio’s objective.
Short Term Government Income	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with preservation of capital. Maintaining a stable share price is a secondary goal.
Small Cap Growth	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Cap Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a small-capitalization U.S. domestic equity market index.
Small Cap Opportunities	Dimensional Fund Advisors LP; and Invesco Advisers, Inc.	To seek to provide long-term capital appreciation.
Small Cap Value	Wellington Management Company, LLP	To seek to provide long-term capital appreciation.
Small Company Value	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital.

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Portfolio	Subadviser	Investment Objective
Strategic Income Opportunities	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income.
Total Bond Market B	Declaration Management & Research LLC	To seek to track the performance of the Barclays U.S. Aggregate Bond Index.*
Total Stock Market Index	John Hancock Asset Management, a division of Manulife Asset Management (North America) Limited	To seek to approximate the aggregate total return of a broad U.S. domestic equity market index.
Ultra Short Term Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide a high level of current income consistent with the maintenance of liquidity and the preservation of capital.
U.S. Equity	Grantham, Mayo, Van Otterloo & Co. LLC	To seek to provide long-term capital appreciation.
Utilities	Massachusetts Financial Services Company	To seek to provide capital growth and current income (income above that available from the portfolio invested entirely in equity securities).
Value	Invesco Advisers, Inc.	To seek to provide an above-average total return over a market cycle of 3 to 5 years, consistent with reasonable risk.
M Capital Appreciation (a series of M Fund, Inc.)	Frontier Capital Management Company, LLC	To seek to provide maximum capital appreciation.
M International Equity (a series of M Fund, Inc.)	Northern Cross, LLC	To seek to provide long-term capital appreciation.
M Large Cap Growth (a series of M Fund, Inc.)	DSM Capital Partners LLC	To seek to provide long-term capital appreciation.
M Large Cap Value (a series of M Fund, Inc.)	AJO, LP	To seek to provide long-term capital appreciation.

*The U.S. Aggregate Bond Index is a broad-based benchmark that measures the investment grade, U.S. dollar-denominated, fixed-rate taxable bond market, including Treasuries, government-related and corporate securities, MBS (agency fixed-rate and hybrid ARM pass throughs), ABS, and CMBS.

Tax considerations

This description of Federal income tax consequences is only a brief summary and is neither exhaustive nor authoritative. It was written to support the promotion of our products. It does not constitute legal or tax advice, and it is not intended to be used and cannot be used to avoid any penalties that may be imposed on you. Tax consequences will vary based on your own particular circumstances, and for further information you should consult a qualified tax adviser. Federal, state and local tax laws, regulations and interpretations can change from time to time. As a result, the tax consequences to you and the beneficiary may be altered, in some cases retroactively. The policy may be used in various arrangements, including non-qualified deferred compensation or salary continuation plans, split dollar insurance plans, executive bonus plans, retiree medical benefit plans and others. The tax consequences of such plans may vary depending on the particular facts and circumstances of each individual arrangement. Therefore, if the value of using the policy in any such arrangement depends in part on the tax consequences, a qualified tax adviser should be consulted for advice.

General

We are taxed as a life insurance company. Under current tax law rules, we include the investment income (exclusive of capital gains) of the Separate Account in our taxable income and take deductions for investment income credited to our policy holder reserves. We are also required to capitalize and amortize certain costs instead of deducting those costs when they are incurred. We do not currently charge the Separate Account for any resulting income tax costs, other than a charge we may impose against the Separate Account to compensate us for the cost of a delay in the deductibility of deferred acquisition costs (the “DAC tax” adjustment) pursuant to section 848 of the Internal Revenue Code. We also claim certain tax credits or deductions relating to foreign taxes paid and dividends received by the series funds. These benefits can be material. We do not pass these benefits through to the Separate Account, principally because: (i) the deductions and credits are allowed to us and not the policy owners under applicable tax law; and (ii) the deductions and credits do not represent investment return on the Separate Account assets that is passed through to policy owners.

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The policies permit us to deduct a charge for any taxes we incur that are attributable to the operation or existence of the policies or the Separate Account. Currently, we do not anticipate making any specific charge for such taxes other than any DAC tax charge and premium taxes where applicable. If the level of the current taxes increases, however, or is expected to increase in the future, we reserve the right to make a charge in the future.

Death benefit proceeds and other policy distributions

Generally, death benefits paid under policies such as yours are not subject to income tax unless policy ownership has been transferred in exchange for payment. Earnings on your policy value are ordinarily not subject to income tax as long as we don’t pay them out to you. If we do pay out any amount of your policy value upon surrender or partial withdrawal, all or part of that distribution would generally be treated as a return of the premiums you’ve paid and not subjected to income tax. Any portion not treated as a return of your premiums would be includible in your income.

Please note that certain distributions associated with a reduction in death benefit or other policy benefits within the first fifteen years after issuance of the policy are ordinarily taxable in whole or in part. Amounts you borrow are generally not taxable to you.

However, some of the tax rules change if your policy becomes a modified endowment contract. This can happen if you’ve paid premiums in excess of limits prescribed by the tax laws. In that case, additional taxes and penalties may be payable for policy distributions of any kind, including loans. (See “7-pay premium limit and modified endowment contract status” below.)

We expect the policy to receive the same Federal income and estate tax treatment as fixed benefit life insurance policies. Section 7702 of the Internal Revenue Code defines a life insurance contract for Federal tax purposes. For a policy to be treated as a life insurance contract, it must satisfy either the cash value accumulation test or the guideline premium test. These tests limit the amount of premium that you may pay into the policy. We will monitor compliance with these standards. If we determine that a policy does not satisfy section 7702, we may take whatever steps are appropriate and reasonable to bring it into compliance with section 7702.

If the policy complies with section 7702, the death benefit proceeds under the policy ordinarily should be excludable from the beneficiary’s gross income under section 101 of the Internal Revenue Code. (As noted above, a transfer of the policy for valuable consideration may limit the exclusion of death benefits from the beneficiary's income.) In addition, if your policy offers a Long-Term Care Rider, and you have elected it, the rider's benefits generally will be excludable from gross income under the Internal Revenue Code. The tax-free nature of these accelerated benefits is contingent on the rider meeting specific requirements under section 101 and/or section 7702B of the Internal Revenue Code. The riders are intended to meet these standards.

If you have elected a Long-Term Care Rider, we caution you that there is a significant risk that ownership by anyone other than the person insured by the policy will cause adverse tax consequences. If the owner of the policy is not the insured person, benefit payments may be included in the owner's income, and the death benefit may be part of the insured person's estate for purposes of the Federal estate tax. A policy with a Long-Term Care Rider should not be purchased by or transferred to a person other than the insured person unless you have carefully reviewed the tax implications with your tax adviser.

Increases in policy value as a result of interest or investment experience will not be subject to Federal income tax unless and until values are received through actual or deemed distributions. In general, unless the policy is a modified endowment contract, the owner will be taxed only on the amount of distributions that exceed the premiums paid under the policy. An exception to this general rule occurs in the case of a decrease in the policy's death benefit or any other change that reduces benefits under the policy in the first fifteen years after the policy is issued and that results in a cash distribution to the policy owner. Changes that reduce benefits include partial withdrawals, death benefit option changes, and distributions required to keep the policy in compliance with section 7702. For purposes of this rule any distribution within the two years immediately before a reduction in benefits will also be treated as if it were a result of the reduction. A cash distribution that reduces policy benefits will be taxed in whole or in part (to the extent of any gain in the policy) under rules prescribed in section 7702. The taxable amount is subject to limits prescribed in section 7702(f)(7). Any taxable distribution will be ordinary income to the owner (rather than capital gain).

Distributions for tax purposes include amounts received upon surrender or partial withdrawals. You may also be deemed to have received a distribution for tax purposes if you assign all or part of your policy rights or change your policy’s ownership. If your policy offers a Long-Term Care Rider, and if you have elected it, deductions from policy value to pay the

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rider charges will reduce your investment in the contract, but will not be included in income even if you have recovered all of your investment in the contract.

It is possible that, despite our monitoring, a policy might fail to qualify as a life insurance contract under the Internal Revenue Code. This could happen, for example, if we inadvertently failed to return to you any premium payments that were in excess of amounts permitted under section 7702, or if any of the funds failed to meet certain investment diversification or other requirements of the Internal Revenue Code. If this were to occur, you would be subject to income tax on the income credited to the policy from the date of issue to the date of the disqualification and for subsequent periods.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws will depend on the circumstances of each owner or beneficiary. If the person insured by the policy is also its owner, either directly or indirectly through an entity such as a revocable trust, the death benefit will be includible in his or her estate for purposes of the Federal estate tax. If the owner is not the person insured, the value of the policy will be includible in the owner's estate upon his or her death. Even if ownership has been transferred, the death proceeds or the policy value may be includible in the former owner's estate if the transfer occurred less than three years before the former owner's death or if the former owner retained certain kinds of control over the policy. You should consult your tax adviser regarding these possible tax consequences.

Because there may be unfavorable tax consequences (including recognition of taxable income and the loss of income tax-free treatment for any death benefit payable to the beneficiary), you should consult a qualified tax adviser prior to changing the policy’s ownership or making any assignment of ownership interests.

Policy loans

We expect that, except as noted below (see “7-pay premium limit and modified endowment contract status”), loans received under the policy will be treated as indebtedness of an owner and that no part of any loan will constitute income to the owner. However, if the policy terminates for any reason other than the payment of the death benefit, an amount equal to any outstanding loan that was not previously considered income will be treated as if it had been distributed to the owner upon such termination. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans, you might find yourself having to choose between high premiums required to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

Diversification rules and ownership of the Separate Account

Your policy will not qualify for the tax benefits of a life insurance contract unless the Separate Account follows certain rules requiring diversification of investments underlying the policy. In addition, the rules require that the policy owner not have “investor control” over the underlying assets.

In certain circumstances, the owner of a variable life insurance policy may be considered the owner, for Federal income tax purposes, of the assets of the Separate Account used to support the policy. In those circumstances, income and gains from the Separate Account assets would be includible in the policy owner's gross income. The Internal Revenue Service (“IRS”) has stated in published rulings that a variable policy owner will be considered the owner of Separate Account assets if the policy owner possesses incidents of ownership in those assets, such as the ability to exercise investment control over the assets. A Treasury Decision issued in 1986 (T.D. 8101) stated that guidance would be issued in the form of regulations or rulings on “the extent to which policyholders may direct their investments to particular sub-accounts of a Separate Account without being treated as owners of the underlying assets.” As of the date of this prospectus, no comprehensive guidance on this point has been issued. In Rev. Rul. 2003-91, however, the IRS ruled that a contract holder would not be treated as the owner of assets underlying a variable life insurance or annuity contract despite the owner’s ability to allocate funds among as many as twenty subaccounts.

The ownership rights under your policy are similar to, but different in certain respects from, those described in IRS rulings in which it was determined that policyholders were not owners of Separate Account assets. Since you have greater flexibility in allocating premiums and policy values than was the case in those rulings, it is possible that you would be treated as the owner of your policy’s proportionate share of the assets of the Separate Account.

We do not know what future Treasury Department regulations or other guidance may require. We cannot guarantee that the funds will be able to operate as currently described in the series funds' prospectuses, or that a series fund will not have to change any fund's investment objectives or policies. We have reserved the right to modify your policy if we believe doing so

9

will prevent you from being considered the owner of your policy's proportionate share of the assets of the Separate Account, but we are under no obligation to do so.

7-pay premium limit and modified endowment contract status

At the time of policy issuance, we will determine whether the Planned Premium schedule will exceed the 7-pay limit discussed below. If so, our standard procedures prohibit issuance of the policy unless you sign a form acknowledging that fact.

The 7-pay limit at any time during the first seven contract years is the total of net level premiums that would have been payable at or before that time under a comparable fixed policy that would be fully “paid-up” after the payment of seven equal annual premiums. “Paid-up” means that no further premiums would be required to continue the coverage in force until maturity, based on certain prescribed assumptions. If the total premiums paid at any time during the first seven policy years exceed the 7-pay limit, the policy will be treated as a modified endowment contract, which can have adverse tax consequences.

Policies classified as modified endowment contracts are subject to the following tax rules:

•	First, all withdrawals from such a policy are treated as ordinary income subject to tax up to the amount equal to the excess (if any) of the policy value immediately before the withdrawal over the investment in the policy at such time. If you own any other modified endowment contracts issued to you in the same calendar year by the same insurance company or its affiliates, their values will be combined with the value of the policy from which you take the withdrawal for purposes of determining how much of the withdrawal is taxable as ordinary income.
•	Second, loans taken from or secured by such a policy and assignments or pledges of any part of its value are treated as partial withdrawals from the policy and taxed accordingly. Past-due loan interest that is added to the loan amount is treated as an additional loan.
•	Third, a 10% additional penalty tax is imposed on the portion of any distribution (including distributions on surrender) from, or loan taken from or secured by, such a policy that is included in income except where the distribution or loan:

•	is made on or after the date on which the policy owner attains age 59½;
•	is attributable to the policy owner becoming disabled; or
•	is part of a series of substantially equal periodic payments for the life (or life expectancy) of the policy owner or the joint lives (or joint life expectancies) of the policy owner and the policy owner’s beneficiary.

These exceptions to the 10% additional tax do not apply in situations where the policy is not owned by an individual.

Furthermore, any time there is a “material change” in a policy, the policy will begin a new 7-pay testing period as if it were a newly-issued policy. The material change rules for determining whether a policy is a modified endowment contract are complex. In general, however, the determination of whether a policy will be a modified endowment contract after a material change depends upon the relationship among the death benefit of the policy at the time of such change, the policy value at the time of the change, and the additional premiums paid into the policy during the seven years starting with the date on which the material change occurs.

Moreover, under a policy insuring a single life, if there is a reduction in benefits (such as a reduction in the death benefit or the reduction or cancellation of certain rider benefits) during a 7-pay testing period, the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, from the beginning of the 7-pay testing period using the lower limit. If the premiums paid to date at any point during the 7-pay testing period are greater than the recalculated 7-pay limit, the policy will become a modified endowment contract. If your policy is a survivorship policy, a reduction in benefits under the policy at any time will require re-testing. For such a policy the 7-pay limit will generally be recalculated based on the reduced benefits and the policy will be re-tested, using the lower limit, from the date it was issued. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

If your policy is issued as a result of an exchange subject to section 1035 of the Internal Revenue Code, it may be considered to be a modified endowment contract if the death benefit under the new policy is smaller than the death benefit under the exchanged policy, or if you reduce coverage in your new policy after it is issued. Therefore, if you desire to reduce the face amount as part of a 1035 exchange, a qualified tax adviser should be consulted for advice. A new policy issued in exchange for a modified endowment contract will also be a modified endowment contract regardless of any change in the death benefit.

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All modified endowment contracts issued by the same insurer (or its affiliates) to the same owner during any calendar year generally are required to be treated as one contract for the purpose of applying the rules on taxation of withdrawals from modified endowment contracts. You should consult your tax adviser if you have questions regarding the possible impact of the 7-pay limit on your policy.

Corporate and H.R. 10 retirement plans

The policy may be acquired in connection with the funding of retirement plans satisfying the qualification requirements of section 401 of the Internal Revenue Code. If so, the Internal Revenue Code provisions relating to such plans and life insurance benefits thereunder should be carefully scrutinized. We are not responsible for compliance with the terms of any such plan or with the requirements of applicable provisions of the Internal Revenue Code.

Withholding

To the extent that policy distributions to you are taxable, they are generally subject to withholding for your Federal income tax liability. However if you reside in the United States, you can generally choose not to have tax withheld from distributions. Electing to have no withholding will not reduce your tax liability and may expose you to penalties under the rules governing payment of estimated taxes.

Life insurance purchases by residents of Puerto Rico

In Rev. Rul. 2004-75, 2004-31 I.R.B. 109, the Internal Revenue Service ruled that income received by residents of Puerto Rico under a life insurance policy issued by a United States company is U.S.-source income that is subject to United States Federal income tax.

Life insurance purchases by non-resident aliens

If you are not a U.S. citizen or resident, you will generally be subject to U.S. Federal withholding tax on taxable distributions from life insurance policies at a 30% rate, unless a lower treaty rate applies. In addition, you may be subject to state and/or municipal taxes and taxes imposed by your country of citizenship or residence. You should consult with a qualified tax adviser before purchasing a policy.

Life insurance owned by citizens or residents living abroad

If you are a U.S. citizen or permanent resident living outside the United States, you are still subject to income taxation by the United States. Since many countries tax on the basis of domicile, you may also be subject to tax in the country or territory in which you are living. The tax-deferred accumulation of gain that a life insurance policy provides under United States tax law may not be available under the tax laws of the country in which you are living. If you are living outside the United States or planning to do so, you should consult with a qualified tax adviser before purchasing or retaining ownership of a policy.

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In addition to the disclosure contained herein, John Hancock USA has filed with the SEC a prospectus and a Statement of Additional Information (the “SAI”) which contains additional information about John Hancock USA and the Separate Account, including information on our history, services provided to the Separate Account, legal and regulatory matters and the audited financial statements of John Hancock USA and the Separate Account. The SAI and personalized illustrations of death benefits, account values and surrender values are available, without charge, upon request. You may obtain the personalized illustrations from your John Hancock USA representative. The SAI may be obtained by contacting the John Hancock USA Servicing Office. You should also contact the John Hancock USA Servicing Office to request any other information about your policy or to make any inquiries about its operation.

Information about the Separate Account (including the SAI) can be reviewed and copied at the SEC’s Public Reference Branch, 100 F Street, NE, Room 1580, Washington, DC, 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 202-551-8090. Reports and other information about the Account are available on the SEC’s Internet website at http://www.sec.gov. Copies of such information may be obtained, upon payment of a duplicating fee, by writing the Public Reference Section of the SEC at 100 F Street, NE, Washington, DC 20549-0102.

EX-99.(26)(N)

Consent of Independent Registered

Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” and to the use of our report dated March 25, 2015, with respect to the statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.), included in the Statement of Additional Information in Post-Effective Amendment No. 15 to the Registration Statement (Form N-6 No. 333-100567) and related Prospectus of John Hancock Life Insurance Company (U.S.A.) Separate Account N.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 23, 2015

Consent of Independent Registered

Public Accounting Firm

We consent to the reference to our firm under the caption “Independent Registered Public Accounting Firm” and to the use of our report dated March 27, 2015, with respect to the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N, included in the Statement of Additional Information in Post-Effective Amendment No. 15 to the Registration Statement (Form N-6 No. 333-100567) and related Prospectus of John Hancock Life Insurance Company (U.S.A.) Separate Account N.

/s/ Ernst & Young LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

April 23, 2015

EX-99.(26)(N)(1)

John Hancock Financial Services, Inc.

John Hancock Place Post Office Box 111 Boston, Massachusetts 02117 (617) 572-9197 Fax: (617) 572-9161 E-mail: jchoodlet@jhancock.com   James C. Hoodlet Vice President and Chief Counsel               

April 23, 2015

U.S. Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

Re: John Hancock Life Insurance Company (U.S.A.) Separate Account N File Nos. 811-5130 and 333-100567

Commissioners:

This opinion is being furnished with respect to the filing of Post-Effective No. 15 under the Securities Act of 1933 (Post-Effective Amendment No. 23 under the Investment Company Act of 1940) on the Form N-6 Registration Statement of John Hancock Life Insurance Company (U.S.A.) Separate Account N as required by Rule 485 under the 1933 Act.

I have acted as counsel to Registrant for the purpose of preparing this Post-Effective Amendment which is being filed pursuant to paragraph (b) of Rule 485 and hereby represent to the Commission that in our opinion this Post-Effective Amendment does not contain disclosures which would render it ineligible to become effective pursuant to paragraph (b).

I hereby consent to the filing of this opinion with and as a part of this Post-Effective Amendment to Registrant’s Registration Statement with the Commission.

Very truly yours,

/s/ James C. Hoodlet

Vice President and Chief Counsel

CVUL 03, CVUL 04