485BPOS

As filed with the U.S. Securities and Exchange Commission on April 25, 2019
Registration No. 333-152409

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. 13 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
AMENDMENT NO. 27 [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)

200 Berkeley 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
200 BERKELEY ST.

BOSTON, MA 02116

(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 29, 2019 pursuant to paragraph (b) of Rule 485
[ ] 60 days after filing 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 29, 2019

for interests in

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

Interests are made available under

Corporate VUL

a flexible premium variable universal life insurance policy

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

The policy provides a fixed account option with fixed rates of return declared by John Hancock USA and the following variable investment accounts:

500 Index

Active Bond

American Asset Allocation

American Global Growth

American Growth

American Growth-Income

American International

Blue Chip Growth

Capital Appreciation

Capital Appreciation Value

Core Bond

Emerging Markets Value

Equity Income

Financial Industries

Fundamental All Cap Core

Fundamental Large Cap Value

Global

Global Bond

Health Sciences

High Yield

International Equity Index

International Growth Stock

International Small Company

International Value

Investment Quality Bond
Lifestyle Balanced
Lifestyle Conservative
Lifestyle Growth
Lifestyle Moderate

Managed Volatility Aggressive

Managed Volatility Balanced

Managed Volatility Conservative

Managed Volatility Growth

Managed Volatility Moderate

Mid Cap Index

Mid Cap Stock

Mid Value

Money Market

PIMCO VIT All Asset

Real Estate Securities

Science & Technology
Select Bond

Short Term Government Income

Small Cap Index

Small Cap Opportunities
Small Cap Stock

Small Cap Value

Small Company Value

Strategic Income Opportunities

Total Bond Market

Total Stock Market Index

Ultra Short Term Bond

Utilities

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

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.

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may no longer receive paper copies of the shareholder reports for the Portfolios offered through your John Hancock life insurance policy unless you specifically request paper copies from John Hancock. Instead, the shareholder reports will be made available on a website, and you will be notified by mail each time reports are posted and be provided with a website link to access those reports. If you have already elected to receive shareholder reports electronically, you will not be affected by this change, and you do not need to take any action.

Alternatively, you may request to receive reports in paper, free of charge, at any time, by calling John Hancock at 800-827-4546. Your election to receive reports in paper will apply to all Portfolios offered within your life insurance policy.

GUIDE TO THIS PROSPECTUS

This prospectus is arranged in the following way:

•	Starting on the next page is a Table of Contents for this prospectus.
•	The section after the Table of Contents is called “Summary of Benefits and Risks.” It contains a summary of the benefits available under the policy and of the principal risks of purchasing the policy. You should read this section before reading any other section of this prospectus.
•	Behind the Summary of Benefits and Risks section is a section called “Fee Tables” that describes the fees and expenses you will pay when buying, owning and surrendering the policy.
•	Behind the Fee Tables section is a section called “Detailed Information.” This section gives more details about the policy. It may repeat certain information contained in the Summary of Benefits and Risks section in order to put the more detailed information in proper context.
•	Finally, on the back cover of this prospectus is information concerning the Statement of Additional Information (the “SAI”) and how the SAI, audited financial statements for John Hancock USA and the Separate Account, personalized illustrations and other information can be obtained.

Prior to making any investment decisions, you should carefully review this product prospectus and all applicable supplements. In addition, you will receive the prospectuses for the underlying funds that we make available as investment options under the policies. The funds' prospectuses describe the investment objectives, policies and restrictions of, and the risks relating to, investment in the funds. In the case of any of the portfolios that are operated as feeder funds, the prospectus for the corresponding master fund is also provided. If you need to obtain additional copies of any of these documents, please contact your John Hancock USA representative or contact our Service Office at the address and telephone number on the back page of this product prospectus.

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Table of Contents

	Page No.
SUMMARY OF BENEFITS AND RISKS	4
The nature of the policy	4
Summary of policy benefits	4
Death benefit	4
Variable investment accounts	4
Surrender of the policy	4
Withdrawals	5
Policy loans	5
Optional supplementary benefit riders	5
Summary of policy risks	5
Lapse risk	5
Investment risk	5
Transfer risk	6
Early surrender risk	6
Market timing and disruptive trading risks	6
Tax risks	6
DETAILED INFORMATION	11
Table of Variable Investment Accounts and Investment Subadvisers	11
Description of John Hancock (USA)	16
Description of Separate Account N	16
The fixed account	16
The death benefit	17
Limitations on payment of death benefit	17
Base Face Amount vs. Supplemental Face Amount	17
The minimum death benefit	18
Requesting an increase in coverage	18
Requesting a decrease in coverage	18
Change of death benefit option	19
Tax consequences of coverage changes	19
Changing a payment option	19
Tax impact of payment option chosen	19
Premiums	19
Planned premiums	19
Minimum initial premium	19
Maximum premium payments	20
Processing premium payments	20
Ways to pay premiums	20
Lapse and reinstatement	20
Lapse	20
Death during grace period	21
Reinstatement	21
The policy value	21
Asset credit	21
Allocation of future premium payments	22
Transfers of existing policy value	22
Marketing timing and disruptive trading practices	22
Surrender and withdrawals	24
Surrender	24
Withdrawals	24
Policy loans	25
Repayment of policy loans	25
Effects of policy loans	25

	Page No.
Description of charges at the policy level	26
Deductions from policy value	26
Additional information about how certain policy charges work	27
Sales expenses and related charges	27
Method of deduction	27
Special purchase programs for eligible classes	28
Other charges we could impose in the future	28
Description of charges at the portfolio level	28
When the insured person reaches 121	28
Other policy benefits, rights and limitations	29
Optional supplementary benefit riders you can add	29
Variations in policy terms	30
Procedures for issuance of a policy	30
Commencement of insurance coverage	31
Backdating	31
Temporary coverage prior to policy delivery	31
Monthly deduction dates	31
Changes that we can make as to your policy	31
The owner of the policy	32
Your beneficiary	32
Policy cancellation right	32
Delay to challenge coverage	32
Reports that you will receive	32
Assigning your policy	33
When we pay policy proceeds	33
General	33
Delay for check clearance	33
Delay of separate account proceeds	33
Delay of general account surrender proceeds	33
How you communicate with us	33
General rules	33
Telephone, facsimile and internet transactions	34
Distribution of policies	35
Compensation	35
Tax considerations	36
General	36
Death benefit proceeds and other policy distributions	36
Policy loans	38
Diversification rules and ownership of the Separate Account	38
7-pay premium limit and modified endowment contract status	38
Corporate and H.R. 10 retirement plans	39
Withholding	39
Life insurance purchases by residents of Puerto Rico	40
Life insurance purchases by non-resident aliens	40
Life insurance owned by citizens or residents living abroad	40
Financial statements reference	40
Registration statement filed with the SEC	40
Legal and Regulatory Matters	40
Independent registered public accounting firm	40

 

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SUMMARY OF BENEFITS AND RISKS

The nature of the policy

The policy's primary purpose is to provide lifetime protection against economic loss due to the death of the insured person. The policy is unsuitable as a short-term savings vehicle because of the substantial policy-level charges. We are obligated to pay all amounts promised under the policy. The value of the amount you have invested under the policy may increase or decrease daily based on the investment results of the investment accounts that you choose. The amount we pay to the policy's beneficiary upon the death of the insured person (we call this the “death benefit”) may be similarly affected. That's why the policy is referred to as a “variable” life insurance policy. We call the investments you make in the policy “premiums” or “premium payments.” The amount we require as your first premium depends upon the specifics of your policy and the insured person. Except as noted in the “Detailed Information” section of this prospectus, you can make any other premium payments you wish at any time. That's why the policy is called a “flexible premium” policy.

In your application for the policy you will tell us how much life insurance coverage you want on the life of the insured person. This is called the “Total Face Amount.” The Total Face Amount is comprised of the Base Face Amount and any Supplemental Face Amount you elect based on your individual needs and objectives. Some of these considerations are discussed under “Base Face Amount vs. Supplemental Face Amount” in this prospectus; however, you should discuss your insurance needs and financial objectives with your registered representative before purchasing any life insurance product. You should also consider that the amount of compensation paid to the selling broker-dealer will generally be less if you elect greater portions of Supplemental Face Amount coverage at issue (see “Distribution of policies”).

If the life insurance protection described in this prospectus is provided under a master group policy, the term “policy” as used in this prospectus refers to the certificate we issue and not to the master group policy.

Summary of policy benefits

Death benefit

When the insured person dies, we will pay the death benefit minus any policy debt and unpaid fees and charges. There are two ways of calculating the death benefit (Option 1 and Option 2). You choose which one you want in the application. The two death benefit options are:

•	Option 1 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, or (2) the minimum death benefit (as described under “The minimum death benefit” provision in the “Detailed Information” section of this prospectus).
•	Option 2 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, plus the policy value on the date of death, or (2) the minimum death benefit.

Variable investment accounts

The policy offers a number of variable investment accounts, as listed on page 1 of this prospectus. These variable investment accounts are subaccounts of John Hancock Life Insurance Company (U.S.A.) Separate Account N (“Separate Account”), a separate account operated by us under Michigan law. The variable investment accounts cover a broad spectrum of investment styles and strategies. Although the portfolios of the series funds that underlie those variable investment accounts operate like publicly traded mutual funds, there are important differences between the variable investment accounts and publicly traded mutual funds. You can transfer money from one variable investment account to another without tax liability. Moreover, any dividends and capital gains distributed by each underlying portfolio are automatically reinvested and reflected in the portfolio’s value and create no taxable event for you. If and when policy earnings are distributed (generally as a result of a surrender or withdrawal), they will be treated as ordinary income instead of as capital gains. Also, you must keep in mind that you are purchasing an insurance policy and you will be assessed charges at the policy level as well as at the fund level. Such policy level charges, in aggregate, are significant and will reduce the investment performance of your policy.

Surrender of the policy

You may surrender the policy in full at any time. If you do, we will pay you the policy value less any outstanding policy debt and less any Surrender fee that applies. This is called your “net cash surrender value.” You must return your policy when you request a surrender.

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If you have not taken a loan on your policy, the “policy value” of your policy will, on any given date, be equal to:

•	the amount you invested,
•	plus any gain or minus any loss of the investment experience of the variable investment accounts you’ve chosen,
•	minus all charges we deduct, and
•	minus all withdrawals you have made.

If you take a loan on your policy, your policy value will be computed somewhat differently (see “Effects of policy loans”). If you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under section 1035 of the Internal Revenue Code, there may also be a Replacement fee deducted from the net cash surrender value.

Withdrawals

After the first policy year, you may make a withdrawal of part of your surrender value. Generally, each withdrawal must be at least $500. Your policy value is automatically reduced by the amount of the withdrawal. A withdrawal may also reduce the Total Face Amount (see “Surrender and withdrawals—Withdrawals”). We reserve the right to refuse any withdrawal if it would cause the policy's Total Face Amount to fall below $100,000 or the Base Face Amount to fall below $50,000.

Policy loans

If your policy is in force and has sufficient policy value, you may borrow from it at any time by completing the appropriate form. Generally, the minimum amount of each loan is $500. The maximum amount you can borrow is determined by a formula as described in your policy. Interest is charged on each loan. You can pay the interest or allow it to become part of the outstanding loan balance. You can repay all or part of a loan at any time. If there is an outstanding loan when the insured person dies, it will be deducted from the death benefit. Policy loans permanently affect the calculation of your policy value, and may also result in adverse tax consequences.

Optional supplementary benefit riders

When you apply for the policy, you can request any of the optional supplementary benefit riders that we make available. Availability of riders varies from state to state. Charges for most riders will be deducted monthly from the policy value. Some riders may not be available in combination with other riders or benefits (see “Other policy benefits, rights and limitations— Optional supplementary benefit riders you can add”).

Summary of policy risks

Lapse risk

If the net cash surrender value is insufficient to pay the charges when due, your policy can terminate (i.e. “lapse”). This can happen because you haven't paid enough premiums or because the investment performance of the variable investment accounts you’ve chosen has been poor or because of a combination of both factors. You will be given a “grace period” within which to make additional premium payments to keep the policy in force. If lapse occurs, you may be given the opportunity to reinstate the policy by making the required premium payments and satisfying certain other conditions.

Since withdrawals reduce your policy value, withdrawals increase the risk of lapse. Policy loans also increase the risk of lapse.

Investment risk

As mentioned above, the investment performance of any variable investment account may be good or bad. Your policy value will rise or fall based on the investment performance of the variable investment accounts you've chosen. Some variable investment accounts are riskier than others. These risks (and potential rewards) are discussed in detail in the prospectuses of the underlying portfolios.

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Transfer risk

There is a risk that you will not be able to transfer your policy value from one variable investment account to another because of limitations on the dollar amount or frequency of transfers you can make. The limitations on transfers out of any fixed account option are more restrictive than those that apply to transfers out of variable investment accounts.

Early surrender risk

Depending on the policy value at the time you are considering surrender, there may be little or no surrender value payable to you.

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 variable investment accounts or between the variable investment accounts and any available fixed account. The policy is also not designed to accommodate trading that result in transfers that are large in relation to the total assets of the underlying portfolio.

To discourage market timing and disruptive trading activity, we impose restrictions (see “Market timing and disruptive trading practices”) on transfers and reserve the right to change, suspend or terminate telephone, facsimile and internet transaction privileges (see “How you communicate with us”).

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.

Tax risks

Life insurance death benefits are ordinarily not subject to income tax. Other Federal and state taxes may apply as further discussed below. In general, you will be taxed on the amount of lifetime distributions that exceed the premiums paid under the policy. Any taxable distribution will be treated as ordinary income (rather than as capital gains) for tax purposes.

In order for you to receive the tax benefits extended to life insurance under the Internal Revenue Code, your policy must comply with certain requirements of the Code. We will monitor your policy for compliance with these requirements, but a policy might fail to qualify as life insurance in spite of our monitoring. If this were to occur, you would be subject to income tax on the income credited to your policy for the period of disqualification and all subsequent periods. The tax laws also contain a so-called “7 pay limit” that limits the amount of premium that can be paid in relation to the policy’s death benefit. If the limit is violated, the policy will be treated as a “modified endowment contract,” which can have adverse tax consequences. There are also certain Treasury Department rules referred to as the “investor control rules” that determine whether you would be treated as the “owner” of the assets underlying your policy. If that were determined to be the case, you would be taxed on any income or gains those assets generate. In other words, you would lose the value of the so-called “inside build-up” that is a major benefit of life insurance.

There is a tax risk associated with policy loans. Although no part of a loan is treated as income to you when the loan is made unless your policy is a “modified endowment contract,” surrender or lapse of the policy with a loan outstanding would result in the loan being treated as a distribution at the time of lapse or surrender. This could result in a considerable tax bill. Under certain circumstances involving large amounts of outstanding loans and an insured person of advanced age, you might find yourself having to choose between high premium requirements to keep your policy from lapsing and a significant tax burden if you allow the lapse to occur.

Tax consequences of ownership or receipt of policy proceeds under Federal, state and local estate, inheritance, gift and other tax laws can vary greatly depending upon the circumstances of each owner or beneficiary. There can also be unfavorable tax consequences on such things as the change of policy ownership or assignment of ownership interests. For these and all the other reasons mentioned above, we recommend you consult with a qualified tax adviser before buying the policy and before exercising certain rights under the policy.

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FEE TABLES

This section contains five tables that describe all of the fees and expenses that you will pay when buying, owning and surrendering the policy. In the first three tables, certain entries show the maximum charge, the minimum charge and the charge for a representative insured person. Other entries show only the maximum charge we can assess. 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 prospectus disclosure rules. Consequently, the actual rates charged may be slightly higher or lower than those shown in the tables.

The first table below describes the fees and expenses that you will pay at the time that you transfer policy value between investment accounts or upon a section 1035 Exchange or replacement of your policy. The table also describes the deferred premium charge. The deferred premium charge is calculated at the end of every policy year in which premiums are paid. The premium charge is then assessed monthly over ten policy years in 120 equal monthly amounts. A portion of the deferred premium charge is used to cover premium taxes. Premium taxes vary by jurisdiction and are subject to change. Currently, premium tax levels range from 0% to 3.5%.

Transaction Fees
Charge	When Charge is Deducted	Amount Deducted
Deferred premium charge	Upon making a premium payment (charge deducted monthly over a ten year period beginning in the policy year following the premium payment)(1)	0.13% monthly for ten policy years for each premium payment
Transfer fee	Upon each transfer into or out of an investment account beyond an annual limit of not less than twelve	$25.00 (2)
Replacement fee(3)	Upon a policy replacement or section 1035 exchange for the first ten policy years
Maximum charge		$37.69 per $1,000 of Total Face Amount
Minimum charge		$3.37 per $1,000 of Total Face Amount
Charge for representative insured person		$12.60 per $1,000 of Total Face Amount
Surrender fee(4)	Upon a withdrawal or surrender of the policy (if such surrender is not subject to a Replacement fee) during the first 7 policy years
Maximum charge		$14.63 per $1,000 of Total Face Amount
Minimum charge		$1.05 per $1,000 of Total Face Amount
Charge for representative insured person		$2.88 per $1,000 of Total Face Amount

(1)  At the end of the first and every policy year thereafter, we calculate a deferred premium charge on the basis of the total of the premiums paid during that policy year, multiplied by a rate not to exceed 0.13% (15% on a cumulative basis). The premium charge is then deducted monthly over ten policy years in 120 equal monthly amounts beginning in the policy year following the premium payment.

(2)  This charge is not currently imposed, but we reserve the right to do so in the policy.

(3)  A Replacement fee is imposed for the first ten policy years if you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under section 1035 of the Internal Revenue Code. The fee is a percentage of the premiums we receive in the first policy year that do not exceed the Replacement Fee Calculation Limit stated in your policy. The percentage applied is dependent upon the policy year during which the replacement occurs and grades down proportionately at the beginning of each policy month until it reaches zero. The Replacement Fee Calculation Limit varies by issue age, sex and amounts of Base Face Amount and Supplemental Face Amount elected at issue. The maximum rate shown is for a 70 year old male with all Base Face Amount. The minimum rate shown is for a 20 year old female with 10% Base Face Amount and 90%

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Supplemental Face Amount. The representative insured person rate shown is for a 45 year old male with 50% Base Face Amount and 50% Supplemental Face Amount. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

(4)  This fee is applicable only to policies issued with the Surrender Fee Endorsement, which we may also refer to as the “Early Termination Fee Endorsement.” The fee deducted will be equal to the percentage shown in your policy multiplied by the lesser of either the sum of premiums paid to date at the time the fee is applied or the Calculation Limit shown in your policy. The Calculation Limit varies by issue age, sex of the insured person and policy duration. The maximum rate shown is for a 90 year old male. The minimum rate shown is for a 20 year old female. The representative insured person rate shown is for a 45 year old male. The fees shown are the amounts that would apply to a surrender in the first policy year of the charge period assuming the premiums that have been paid are equal to the Calculation Limit in the first policy year. See “Description of charges at the policy level - Deductions from policy value” or contact your John Hancock USA representative for more information about whether this fee will be applicable to your policy.

The next two tables describe the charges and expenses that you will pay periodically during the time you own the policy. These tables do not include fees and expenses paid at the portfolio level. The second table is devoted only to optional supplementary rider benefits. For more information about the cost of insurance rates and other charges talk to your John Hancock USA representative.

Periodic Charges Other Than Fund Operating Expenses
Charge	When Charge is Deducted	Amount Deducted
Cost of insurance charge(1)	Monthly
Maximum charge		$83.33 per $1,000 of NAR
Minimum charge		$0.04 per $1,000 of NAR
Charge for representative insured person		$0.22 per $1,000 of NAR
Base Face Amount charge(2)	Monthly
Maximum charge		$2.44 per $1,000 of Base Face Amount
Minimum charge		$0.09 per $1,000 of Base Face Amount
Charge for representative insured person		$0.24 per $1,000 of Base Face Amount
Administrative charge	Monthly	$15.00
Asset-based risk charge(3)	Monthly	0.14% of policy value
Policy loan interest rate(4)	Accrues daily Payable annually	3.75%

(1)  The cost of insurance charge is determined by multiplying the net amount of insurance for which we are at risk (the net amount at risk or “NAR”) by the applicable cost of insurance rate. The rates vary widely depending upon the length of time the policy has been in effect, the insurance risk characteristics of the insured person and (generally) the sex of the insured person. The maximum rate shown is the rate in the first policy year for a 90 year old male substandard smoker underwriting risk. The minimum rate shown is the rate in the first policy year for a policy issued to cover a 20 year old female super preferred underwriting risk. The representative insured person refers to a 45 year old male standard non-smoker underwriting risk in the first policy year. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

(2)  This charge is determined by multiplying the Base Face Amount at issue by the applicable rate. The rates vary by the sex, issue age, and risk classification of the insured person and duration (policy year). The maximum rate shown is for a 90 year old male standard smoker underwriting risk in policy year 1. The minimum rate shown is for a 20 year old female super preferred underwriting risk in policy year one. The representative insured person rate shown is for a 45 year old male standard non-smoker underwriting risk in policy year 1. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

(3)  This charge is currently not imposed, but we reserve the right to do so in the policy. This charge only applies to the portion of the policy value held in the investment accounts. The charge determined does not apply to any policy value held in a fixed account. The maximum charge shown is for a policy with 10% Base Face Amount and 90% Supplemental Face Amount at issue. The maximum charge varies based on the amount of Base Face Amount and Supplemental Face Amount elected at issue. The current charge is the same for all policies, regardless of the Base Face Amount at issue and Supplemental Face at issue. For more information, contact your John Hancock USA representative.

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(4)  3.75% is the maximum effective annual interest rate we can charge and applies only during policy years 1-10. The effective annual interest rate is 3.00% thereafter (although we reserve the right to increase the rate after the tenth policy year to as much as 3.25%. The amount of any loan is transferred from the accounts to a special loan account which earns interest at an effective annual rate of 3.00%. Therefore, the cost of a loan is the difference between the loan interest we charge and the interest we credit to the special loan account.

Rider Charges
Charge	When Charge is Deducted	Amount Deducted
Accelerated Benefit Rider(1)	At exercise of benefit	$150
Overloan Protection Rider(2)	At exercise of benefit
Maximum charge		8.00%
Minimum charge		0.04%
Return of Premium Death Benefit Rider(3)	Monthly
Maximum charge		$83.33 per $1,000 of NAR
Minimum charge		$0.04 per $1,000 per NAR
Charge for representative insured person		$0.22 per $1,000 of NAR
Long-Term Care Rider(4)	Monthly
Maximum charge		$3.34 per $1,000 of NAR
Minimum charge		$0.01 per $1,000 of NAR
Charge for representative insured person		$0.08 per $1,000 of NAR

(1)  This charge is not currently imposed, but we reserve the right to do so in the policy.

(2)  The charge for this rider is determined as a percentage of unloaned account value. The rates vary by the attained age of the insured person at the time of exercise. The rates also differ according to the tax qualification test elected at issue. The maximum rate shown is for an insured person who has reached attained age 75 and the cash value accumulation test has been elected. The minimum rate shown is for an insured person who has reached attained age 120 and the guideline premium test or the cash value accumulation test has been elected. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

(3)  The Return of Premium Death Benefit Rider charge is determined by multiplying the net amount of insurance for which we are at risk (the net amount at risk or “NAR”) by the applicable cost of insurance rate. The rates vary widely depending upon the length of time the policy has been in effect, the insurance risk characteristics of the insured person and (generally) the sex of the insured person. The maximum rate shown is the rate in the first policy year for a 90 year old male substandard smoker underwriting risk. The minimum rate shown is the rate in the first policy year for a 20 year old female super preferred non-smoker underwriting risk. This includes the so-called “extra mortality charge.” The representative insured person rate shown is for a 45 year old male standard non-smoker underwriting risk in the first policy year. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

(4)  The charge for this rider is determined by multiplying the net amount of insurance for which we are at risk (the net amount at risk or “NAR”) by the applicable rate. The rates vary by the long-term care insurance risk characteristics of the insured person and the rider benefit level selected. The maximum rate shown is for a 75 year old male substandard smoker underwriting risk with a 4% Monthly Acceleration Percentage. The minimum rate shown is for a 20 year old female super preferred non-smoker underwriting risk with a 1% Monthly Acceleration Percentage, which is a percentage of the death benefit you can accelerate each month. The Monthly Acceleration Percentage is stated in the Policy Specifications page of your policy. The representative insured person rate shown is for a 45 year old male standard non-smoker underwriting risk with a 4% Monthly Acceleration Percentage. These charges may not be particularly relevant to your current situation. For more information, contact your John Hancock USA representative.

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The next table describes the minimum and maximum portfolio level fees and expenses charged by any of the portfolios underlying a variable investment account offered through this prospectus, 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 portfolio.

Total Annual Portfolio Operating Expenses	Minimum	Maximum
Range of expenses, including management fees, distribution and/or service (12b-1) fees, and other expenses1	0.42%	1.87%

¹  Certain 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 1.75%, respectively.

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DETAILED INFORMATION

This section of the prospectus provides additional detailed information that is not contained in the Summary of Benefits and Risks section.

Table of Variable Investment Accounts and Investment Subadvisers

When you select a Separate Account variable investment account, 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 variable investment options you select.

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, and American International 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 and, American International 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 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. Compensation payments may be made by a portfolio’s investment adviser or its affiliates. The compensation payments are 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.

The following table provides a general description of the portfolios that underlie the variable investment accounts we make available under the policy. You bear the investment risk of any portfolio you choose as a variable investment account for your policy. You can find a full description of each portfolio, including the investment objectives and strategies, 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 account.

The variable investment accounts in the Separate Account are not publicly traded mutual funds. The variable investment accounts are only available to you as variable investment accounts 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 variable investment accounts 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 variable investment account 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 variable investment accounts of our Separate Account.

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The portfolios available under the policies, the investment subadvisers (engaged by JHIMS or PIMCO) and the investment objective for each portfolio are described in the table below. For additional information regarding these portfolios’ investment objectives and strategies, 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	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	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
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.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is a secondary objective.
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.
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.
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 Equity Index	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.

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Portfolio	Subadviser	Investment Objective
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 Balanced	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 a high level of current income and growth of capital, with a greater emphasis on growth of capital.
Lifestyle Conservative	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 a high level of current income with some consideration given to growth of capital.
Lifestyle Growth	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.
Lifestyle Moderate	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 a balance between a high level of current income and growth of capital, with a greater emphasis on income.
Managed Volatility Aggressive	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.
Managed Volatility Balanced	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.
Managed Volatility Conservative	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.
Managed Volatility Growth	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.

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Portfolio	Subadviser	Investment Objective
Managed Volatility Moderate	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 (US) LLC	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.
Science & Technology	Allianz Global Investors U.S. LLC; and T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is incidental to the portfolio’s objective.
Select Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
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 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 GW&K Investment Management, LLC	To seek to provide long-term capital appreciation.
Small Cap Stock	Wellington Management Company LLP	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 Bond Market	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to track the performance of the Bloomberg 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.
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).

*  The Barclays U.S. Aggregate Bond Index represents the U.S. investment grade bond market.

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If the shares of a portfolio are no longer available for investment or in our judgment investment in a portfolio becomes inappropriate, we may eliminate the shares of a portfolio and substitute shares of another portfolio of the Trust or another open-end registered investment company. Substitution may be made with respect to both existing investments and the investment of future purchase payments. However, we will make no such substitution without first notifying you and obtaining approval of the appropriate insurance regulatory authorities and the SEC (to the extent required by the 1940 Act).

Valuation

We will purchase and redeem series fund shares for the Separate Account at their net asset value without any sales or redemption charges. Shares of a series fund represent an interest in one of the funds of the series fund which corresponds to a subaccount of the Separate Account. Any dividend or capital gains distributions received by the Separate Account will be reinvested in shares of that same fund at their net asset value as of the dates paid.

On each business day, shares of each series fund are purchased or redeemed by us for each subaccount based on, among other things, the amount of premiums allocated to the subaccount, distributions reinvested, and transfers to, from and among subaccounts, all to be effected as of that date. Such purchases and redemptions are effected at each series fund's net asset value per share determined for that same date. A “business day” is any date on which the New York Stock Exchange is open for trading. We compute policy values for each business day as of the close of that day (usually 4:00 p.m. Eastern time).

Voting interest

We will vote shares of the portfolios held in the Separate Account at the shareholder meetings according to voting instructions timely received from persons having the voting interest under the policies. We will determine the number of portfolio shares for which voting instructions may be given not more than 90 days prior to the meeting. Proxy material will be distributed to each person having the voting interest under the policy together with appropriate forms for giving voting instructions. We will vote all portfolio shares that we hold in the Separate Account for policy owners in proportion to the instructions timely received by us from policy owners from all our Separate Accounts that are registered with the SEC under the 1940 Act. We will vote all portfolio shares that we otherwise are entitled to vote (including our own shares) on any matter in proportion to the instructions timely received by us and any affiliated insurance companies with respect to the matter from policy owners in Separate Accounts of these insurance companies that are registered with the SEC under the 1940 Act. The effect of this proportional voting is that a small number of policy owners can determine the outcome of a vote.

We determine the number of a series fund's shares held in a subaccount attributable to each owner by dividing the amount of a policy's variable investment account value held in the subaccount by the net asset value of one share in the series fund. Fractional votes will be counted. We determine the number of shares as to which the owner may give instructions as of the record date for a series fund's meeting. Owners of policies may give instructions regarding the election of the Board of Trustees or Board of Directors of a series fund, ratification of the selection of independent auditors, approval of series fund investment advisory agreements and other matters requiring a shareholder vote. We will furnish owners with information and forms to enable owners to give voting instructions. However, we may, in certain limited circumstances permitted by the SEC's rules, disregard voting instructions. If we do disregard voting instructions, you will receive a summary of that action and the reasons for it in the next semi-annual report to owners.

The voting privileges described above reflect our understanding of applicable Federal securities law requirements. To the extent that applicable law, regulations or interpretations change to eliminate or restrict the need for such voting privileges, we reserve the right to proceed in accordance with any such revised requirements. We also reserve the right, subject to compliance with applicable law, including approval of owners if so required, (1) to transfer assets determined by John Hancock USA to be associated with the class of policies to which your policy belongs from the Separate Account to another separate account or subaccount, (2) to deregister the Separate Account under the 1940 Act, (3) to substitute for the fund shares held by a subaccount any other investment permitted by law, and (4) to take any action necessary to comply with or obtain any exemptions from the 1940 Act. Any such change will be made only if, in our judgment, the change would best serve the interests of owners of policies in your policy class or would be appropriate in carrying out the purposes of such policies. We would notify owners of any of the foregoing changes and to the extent legally required, obtain approval of affected owners and any regulatory body prior thereto. Such notice and approval, however, may not be legally required in all cases.

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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. Our executive office is located at 200 Berkeley St., Boston, MA 02116.

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 variable 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 variable investment accounts may be added and made available to policy owners from time to time. Existing variable investment accounts may be modified or deleted at any time.

The fixed account

Our obligations under any fixed account are backed by our general account assets. Our general account consists of assets owned by us other than those in the Separate Account and in other separate accounts that we may establish. Subject to applicable law, we have sole discretion over the investment of assets of the general account and policy owners do not share in the investment experience of, or have any preferential claim on, those assets. Instead, we guarantee that the policy value allocated to any fixed account will accrue interest daily at an effective annual rate that we determine without regard to the actual investment experience of the general account. We currently offer only one fixed account—the standard fixed account. The effective annual rate we declare for the fixed account will never be less than 2%. We reserve the right to offer one or more additional fixed accounts with characteristics that differ from those of the current fixed account, but we are under no obligation to do so.

Because of exemptive and exclusionary provisions, interests in our fixed account have not been and will not be registered under the Securities Act of 1933 (“1933 Act”) and our 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 we have been advised that the staff of the SEC has not reviewed the disclosure in this prospectus relating to any fixed account. Disclosure regarding fixed accounts, however, is subject to certain generally-applicable provisions of the Federal securities laws relating to accuracy and completeness of statements made in prospectuses.

Effective July 27, 2010, we will automatically issue all policies described in this prospectus with the Allocations and Transfers Endorsement. This endorsement limits the combined amount of premiums and policy value that may be allocated and/or transferred to all fixed accounts under your policy (and certain other policies), as described under the “Policy value - Transfers of existing policy value” section of your prospectus.

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The death benefit

In your application for the policy, you will tell us how much life insurance coverage you want on the life of the insured person. This is called the “Total Face Amount.” Total Face Amount is composed of the Base Face Amount and any Supplemental Face Amount you elect. The Supplemental Face Amount you can have generally cannot exceed 900% of the Base Face Amount at the Issue Date. Thereafter, increases to the Supplemental Face Amount cannot exceed 400% of the Total Face Amount at the Issue Date. There are a number of factors you should consider in determining whether to elect coverage in the form of Base Face Amount or in the form of Supplemental Face Amount. These factors are discussed under “Base Face Amount vs. Supplemental Face Amount” below.

When the insured person dies, we will pay the death benefit minus any outstanding policy debt and unpaid fees and charges. There are two ways of calculating the death benefit. You must choose which one you want in the application. The two death benefit options are described below.

•	Option 1 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, or (2) the minimum death benefit (as described below).
•	Option 2 - The death benefit will equal the greater of (1) the Total Face Amount plus any amount payable under a supplementary benefit rider, plus the policy value on the date of death, or (2) the minimum death benefit.

For the same premium payments, the death benefit under Option 2 will tend to be higher than the death benefit under Option 1. On the other hand, the monthly insurance charge will be higher under Option 2 to compensate us for the additional insurance risk. Because of that, the policy value will tend to be higher under Option 1 than under Option 2 for the same premium payments.

Limitations on payment of death benefit

If the insured person commits suicide within certain time periods (generally within two years from the Issue Date of the policy), the amount payable will be equal to the premiums paid, less the amount of any policy debt on the date of death, and less any withdrawals.

Also if an application misstated the age or sex of the insured person, we will adjust, if necessary, the Base Face Amount, any Supplemental Face Amount, and every other benefit to that which would have been purchased at the correct age or sex by the most recent cost of insurance charge.

Base Face Amount vs. Supplemental Face Amount

As noted above, you should consider a number of factors in determining whether to elect coverage in the form of Base Face Amount or in the form of Supplemental Face Amount. Some of these factors include the following:

•	As shown in the Fee Tables, there is a charge per $1000 of Base Face Amount. This means for the same amount of Total Face Amount, your Base Face Amount charges deducted from policy value will be higher if you elect greater proportions of Base Face Amount at issue versus Supplemental Face Amount.
•	However, if you elect greater proportions of Supplemental Face Amount coverage at issue, the guaranteed limit upon the asset-based risk charge we provide will be higher. As shown in the Fee Tables, the “maximum” guaranteed charge of 0.14% of policy value is for a policy with 90% Supplemental Face Amount at issue. A policy with 50% Supplemental Face Amount at issue would have a guaranteed charge of 0.09%; whereas a policy with 100% Base Face Amount at issue would have a guaranteed charge of 0.03%. Please see the Fee Tables for a description of the guaranteed and current asset-based risk charges in all policy years. The asset-based risk charge percentages assessed on a current basis may be the same for both Base Face Amount and Supplemental Face Amount.
•	Also, after the insured person reaches or would have reached age 121, any Supplemental Face Amount will terminate. If your priority is to maximize the death benefit when the insured person reaches or would have reached age 121, then you may wish to maximize the proportion of the Base Face Amount.

The charges applied to Base Face Amount will tend to result in lower cash value accumulation, or alternatively higher premium payments, for the same amount of death benefit compared to Supplemental Face Amount coverage. However, if the Company should increase the asset-based risk charges under your policy to the maximum limits, the higher guaranteed asset-based risk charge resulting from a higher amount of Supplemental Face Amount at issue could increase the policy’s risk of lapse, requiring additional premium payments. You should also consider that the amount of compensation paid to the selling broker-dealer will be higher if you elect greater proportions of Base Face Amount coverage at issue.

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Ultimately, individual needs and objectives vary. You should discuss your individual needs with your registered representative.

The minimum death benefit

In order for a policy to qualify as life insurance under Federal tax law, there has to be a minimum amount of insurance in relation to policy value. There are two tests that can be applied under Federal tax law—the “guideline premium test” and the “cash value accumulation test.” You must elect which test you wish to have applied at issue. Once elected, the test cannot be changed without our approval.

Under the guideline premium test, we compute the minimum death benefit each business day by multiplying the policy value on that date by the death benefit factor applicable on that date. Factors for some ages are shown in the table below:

Attained Age	Applicable Factor
40 and under	250%
45	215%
50	185%
55	150%
60	130%
65	120%
70	115%
75	105%
90	105%
95 and above	100%

A table showing the factor for each age will appear in the policy.

Under the cash value accumulation test, we compute the minimum death benefit each business day by multiplying the policy value on that date by the death benefit factor applicable on that date. The factor decreases as attained age increases. A table showing the factor for each age will appear in the policy.

The cash value accumulation test may be preferable if you want to fund the policy so that the minimum death benefit will increase earlier than would be required under the guideline premium test, or if you want to fund the policy at the “7 pay” limit for the full seven years (see “Tax considerations”).

To the extent that the calculation of the minimum death benefit under the selected life insurance qualification test causes the death benefit to exceed our limits, we reserve the right to return premiums or distribute a portion of the policy value so that the resulting amount of insurance is maintained within our limits. Alternatively, if we should decide to accept the additional amount of insurance, we may require additional evidence of insurability.

Requesting an increase in coverage

After the first policy year, you may make a written request for an unscheduled increase in Supplemental Face Amount. We must receive your written request within two months of your next policy anniversary. Generally, each such increase must be at least $50,000. However, you will have to provide us with evidence that the insured person qualifies for the same risk classification that applied to them at issue. Generally, any increase will be effective on the next policy anniversary following the date we approve the request. Any unscheduled increase in Supplemental Face Amount after issue would first require that you terminate the Return of Premium Rider you may have elected at issue.

Requesting a decrease in coverage

After the first policy year, we may approve a reduction in the Base Face Amount or the Supplemental Face Amount, but only if:

•	the remaining Total Face Amount will be at least $100,000,
•	the remaining Base Face Amount will be at least $50,000, and
•	the remaining Total Face Amount will at least equal the minimum required by the tax laws to maintain the policy’s life insurance status.

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An approved decrease will take effect on the monthly deduction date on or next following the date we approve the request. We reserve the right to require that the Supplemental Face Amount be fully depleted before the Base Face Amount can be reduced.

Change of death benefit option

The death benefit option may be changed from Option 2 to Option 1 after the first policy year. If you request in writing, and we approve a change from Option 2 to Option 1, your Face Amount after the change will equal your Face Amount before the change plus the policy value as of the effective date of the change. If you change from Option 2 to Option 1, your death benefit will change from one that may increase over time due to the investment experience of the underlying investment accounts to one that is a level death benefit. Changing from Option 2 to Option 1 can also lower the monthly Cost of Insurance charge since this charge is lowered when the Net Amount At Risk is reduced; all other charges under the policy would remain the same. We reserve the right to limit a request for a change if the change would cause the policy to fail to qualify as life insurance for tax purposes.

A change in the death benefit option from Option 2 to Option 1 will result in a change in the policy's Total Face Amount, in order to avoid any change in the amount of the death benefit. The new Total Face Amount will be equal to the Total Face Amount prior to the change plus the policy value as of the date of the change. The change will take effect on the monthly deduction date on or next following the date the written request for the change is received at our Service Office.

Tax consequences of coverage changes

If you change the death benefit option, the Federal tax law test (“guideline premium test” or “cash value accumulation test”) that you elected at issue will continue to apply. Please read “The minimum death benefit” for more information about these Federal tax laws tests.

A change in the death benefit option or Total Face Amount will often change the policy's limits under the Federal tax law test that you elected. To avoid having the policy cease to qualify as life insurance for tax purposes, we reserve the right to (i) refuse or limit a change in the death benefit option or Total Face Amount and (ii) change the Guideline Single Premium or Guideline Level Premium, as applicable. Please read “Tax considerations” to learn about possible tax consequences of changing your insurance coverage under the policy.

Changing a payment option

You can change the payment option at any time before the proceeds are payable. If you haven’t made a choice, the payee of the proceeds has a prescribed period in which he or she can make that choice.

Tax impact of payment option chosen

There may be tax consequences to you or your beneficiary depending upon which payment option is chosen. You should consult with a qualified tax adviser before making that choice.

Premiums

Planned premiums

The Policy Specifications page of your policy will show the “Planned Premium” for the policy. You choose this amount in the policy application. You will also choose how often to pay premiums—annually, semi-annually, quarterly or monthly. The premium reminder notice we send you is based on the amount and period you choose. However, payment of Planned Premiums is not necessarily required. You need only pay enough premium to keep the policy in force (see “Lapse and reinstatement”).

Minimum initial premium

The Minimum Initial Premium is set forth in the Policy Specifications page of your policy. After the payment of the initial premium, premiums may be paid at any time and in any amount until the insured person's attained age 121, subject to the need to pay enough premium to keep the policy in force, and to the limitations on maximum premium amount described below.

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Maximum premium payments

Federal tax law limits the amount of premium payments you can make relative to the amount of your policy’s insurance coverage. We will not knowingly accept any amount by which a premium payment exceeds this limit. If you exceed certain other limits, the law may impose a penalty on amounts you take out of your policy. More discussion of these tax law requirements is provided under “Tax considerations.”

Large premium payments may expose us to unanticipated investment risk. In addition, in order to limit our investment risk exposure under certain market conditions, we may refuse to accept additional premium payments. This may be the case, for example, in an environment of decreasing interest rates, where we may not be able to acquire investments for our general account that will sufficiently match the liabilities we are incurring under our fixed account guarantees. Excessive allocations may also interfere with the effective management of our variable investment account portfolios, if we are unable to make an orderly investment of the additional premium into the portfolios. Also, we may refuse to accept or limit an amount of premium if the amount of the premium would increase our insurance risk exposure, and the insured person doesn’t provide us with adequate evidence that he or she continues to meet our requirements for issuing insurance.

We will notify you in writing of our refusal to accept premium under these provisions within three days following the date that it is received by us, and will promptly thereafter take the necessary steps to return the premium to you. Notwithstanding the foregoing limits on the premium that we will accept, we will not refuse to accept any premium necessary to prevent the policy from terminating.

Processing premium payments

No premiums will be accepted prior to our receipt of a completed application at our Service Office. All premiums received prior to the Issue Date of the policy will be held in the general account and credited with interest from the date of receipt at the rate then being earned on amounts allocated to the Money Market investment account. All premiums received on or after the Issue Date, but prior to the Allocation Date, will be held in the Money Market investment account. The “Allocation Date” of the policy is the tenth day after the Issue Date. The Issue Date is shown on the Policy Specifications page of the policy. On the Allocation Date, the premiums paid plus interest credited, if any, will be allocated among the investment accounts or the fixed account in accordance with the policy owner's instructions.

Any premium received on or after the Allocation Date will be allocated among investment accounts or the fixed account as of the business day on or next following the date the premium is received at the Service Office. Monthly deductions are normally due on the Policy Date and at the beginning of each policy month thereafter. However, if the monthly deductions are due prior to the Contract Completion Date, they will be deducted from policy value on the Contract Completion Date instead of the dates they were due (see “Procedures for issuance of a policy” for the definition of “Contract Completion Date”).

Payment of premiums will not guarantee that the policy will stay in force. Conversely, failure to pay premiums will not necessarily cause the policy to lapse.

Ways to pay premiums

If you pay premiums by check or money order, they must be drawn on a U.S. bank in U.S. dollars and made payable to “John Hancock.” We will not accept credit card checks. We will not accept starter or third party checks if they fail to satisfy our administrative requirements. Premiums after the first must be sent to the John Hancock USA Service Office at the appropriate address shown on the back cover of this prospectus. We will also accept premiums by wire or by exchange from another insurance company.

Lapse and reinstatement

Lapse

A policy will go into default if at the beginning of any policy month the policy's net cash surrender value would be zero or below after deducting the monthly deductions then due. Therefore, a policy could lapse eventually if increases in policy value (prior to deduction of policy charges) are not sufficient to cover policy charges. A lapse could have adverse tax consequences as described under “Tax considerations.” We will notify you of the default and will allow 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 an

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amount equal to three times the monthly deductions due on the date of default. If the required payment is not received by the end of the grace period, the policy will terminate (i.e., “lapse”) with no value.

Death during grace period

If the insured person should die during the grace period, the policy value used in the calculation of the death benefit will be the policy value as of the date of default and the death benefit will be reduced by any outstanding monthly deductions due at the time of death.

Reinstatement

By making a written request, you can reinstate a policy that has gone into default and terminated at any time within the three-year period following the date of termination subject to the following conditions:

(a)  You must provide to us evidence of the insured person's insurability that is satisfactory to us; and

(b)  You must pay a premium equal to the amount that was required to bring the policy out of default immediately prior to termination, plus the amount needed to keep the policy in force for at least the next three policy months.

If the reinstatement is approved, the date of reinstatement will be the later of the date we approve your request or the date the required payment is received at our Service Office. The policy value on the date of reinstatement, prior to the crediting of any Premium paid in connection with the reinstatement, will be equal to the policy value on the date the policy terminated. Any policy debt not paid upon termination of a policy will be reinstated if the policy is reinstated.

Generally, the suicide exclusion and incontestability provision will apply from the effective date of reinstatement. A surrendered policy cannot be reinstated.

The policy value

We allocate your premium as described under “Processing premium payments.” There are no deductions taken at the time you make a payment. However, a deferred premium charge will be calculated and included in the monthly deductions (see “Description of charges at the policy level”).

Over time, the amount you've invested in any investment account will increase or decrease the same as if you had invested the same amount directly in the corresponding underlying portfolio and had reinvested all portfolios' dividends and distributions in additional portfolio shares, except that we will deduct certain additional charges which will reduce your policy value. We describe these charges under “Description of charges at the policy level.” Starting in policy year 11, we may also credit your policy value with an asset credit (see “Asset credit”).

We calculate the unit values for each investment account once every business day as of the close of trading on the New York Stock Exchange, usually 4:00 p.m. Eastern time. Sales and redemptions within any investment account will be transacted using the unit value next calculated after we receive your request either in writing or other form that we specify. If we receive your request before the close of our business day, we'll use the unit value calculated as of the end of that business day. If we receive your request at or after the close of our business day, we'll use the unit value calculated as of the end of the next business day. If a scheduled transaction falls on a day that is not a business day, we'll process it as of the end of the next business day.

The amount you've invested in the fixed account will earn interest at the rates we declare from time to time. For the fixed account, we guarantee that this rate will be at least 2%. If you want to know what the current declared rate is for the fixed account, just call or write to us. The asset-based risk charge only applies to that portion of the policy value held in the investment accounts. The charge determined does not apply to the fixed account. Otherwise, the policy level charges applicable to the fixed account are the same as those applicable to the investment accounts. We reserve the right to offer one or more additional fixed accounts with characteristics that differ from those of the current fixed account, but we are under no obligation to do so.

Asset credit

Starting in the eleventh policy year, we may credit your policy value monthly, on the date we calculate your monthly deductions, with an amount equal to the percentage credit listed below multiplied by the policy value in your investment accounts on this date. The asset credit does not apply to the loan account or the fixed account. The asset credit percentage is

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0.01666% per month in policy year 11 and thereafter and ceasing at attainment of age 121. We add the credit to the same investment accounts from which we take your monthly deductions. This credit is not guaranteed and we reserve the right to discontinue it at any time.

Allocation of future premium payments

At any time, you may change the accounts (fixed or investment) in which future premium payments will be invested. You make the original allocation in the application for the policy. The percentages you select must be in whole numbers and must total 100%.

Transfers of existing policy value

You may also transfer your existing policy value from one account (fixed or investment) to another, subject to the limitations discussed below. To do so, you must tell us how much to transfer, either as a whole number percentage or as a specific dollar amount. A confirmation of each transfer will be sent to you. Without our approval, the maximum amount you may transfer to or from any account (fixed or investment) in any policy year is $1,000,000.

Marketing timing and disruptive trading practices

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 (see “How you communicate with us”). We also reserve the right to impose a fee of up to $25 for any transfer beyond an annual limit (which will not be less than twelve). No transfer fee will be imposed on any transfer from an investment account into a fixed account if the transfer occurs during the following periods:

•	within 18 months after the policy's Issue Date, or
•	within 60 days after the later of the effective date of a material change in the investment objectives of any investment account or the date you are notified of the change.

In addition to the actions described above, we also 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.

Limitations on transfers to or from an investment account. Our current practice is to restrict transfers into or out of investment accounts to two per calendar month (except with respect to those policies described in the following paragraphs). For purposes of this restriction, and in applying the limitation on the number of free transfers, any transfers made during the period from the opening of a business day (usually 9:00 a.m. Eastern time) to the close of that business day (usually 4:00 p.m. Eastern time) are considered one transfer. You may, however, transfer to the Money Market investment account even if the

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two transfers per month limit has been reached, but only if 100% of the account value in all investment accounts is transferred to the Money Market investment account. If such a transfer to the Money Market investment account is made, then for the 30 calendar day period after such transfer no transfers from the Money Market investment account to any other accounts (fixed or investment) may be made. If your 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 such as yours 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 policy values are transferred from one investment account into a second investment account, the values can only be transferred out of the second investment account if they are transferred into the Money Market investment account; and (ii) any policy values that would otherwise not be transferable by application of the 10 day limit described above and that are transferred into the Money Market investment account may not be transferred out of the Money Market investment account into any other accounts (fixed or investment) 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 and timing of transfers, we will monitor aggregate trades among the subaccounts 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. While we seek to identify and prevent disruptive frequent 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 frequent trading and avoiding harm to long-term investors. The restrictions described in these paragraphs will be applied uniformly to all policy holders subject to the restrictions.

Rule 22c-2 under the 1940 Act requires us to provide tax identification numbers and other policy owner transaction information to the 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.

Limitations on transfers out of the fixed account. Transfers out of the fixed account option in any one policy year are limited to the greater of (i) the fixed account maximum transfer amount of $2,000, (ii) the fixed account maximum transfer percentage of 25% multiplied by the amount of the fixed account on the immediately preceding policy anniversary, or (iii) the amount transferred out of the fixed account during the previous policy year. Any transfer that involves a transfer out of the fixed account may not involve a transfer to the Money Market investment account.

We reserve the right to impose a minimum amount limit on transfers out of any fixed account. We also reserve the right to impose different restrictions on any additional fixed account that we may offer in the future.

We may waive the transfer restrictions on the fixed account. Please contact us or your John Hancock USA representative to find out if a waiver is currently in effect.

Yearly maximum for allocations and transfers to the fixed account. Effective July 27, 2010, we will automatically issue all policies described in this prospectus with the Allocations and Transfers Endorsement. This endorsement limits the combined amount of premiums and policy value under your policy (and certain other policies) that may be allocated and/or transferred to all fixed accounts to $1,000,000 during the most recent 12 calendar months.

The above limit applies in aggregate to all policies of the same plan name in which you have an ownership interest (including policies owned by entities associated with you) and/or for which premiums are paid by a single payor (including entities associated with such payor). Any excess over such limit will be allocated or transferred to your other investment accounts according to your most recent allocation instructions. Any exceptions to the above limit will be made pursuant to uniform standards applied to all policyholders subject to this restriction.

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Yearly maximum for transfers to and from an investment account. Effective July 27, 2010, we will automatically issue all policies described in this prospectus with the Allocations and Transfers Endorsement. This endorsement limits the amount of policy value under your policy (and certain other policies) that may be transferred to or from an investment account to $1,000,000 during the most recent 12 calendar months.

The above limit applies in aggregate to all policies of the same plan name in which you have an ownership interest (including policies owned by entities associated with you) and/or for which premiums are paid by a single payor (including entities associated with such payor). Any exceptions to the above limit will be made pursuant to uniform standards applied to all policyholders subject to this restriction. For policies issued prior to July 27, 2010, the maximum amount you may transfer without our approval to or from any account in any policy year is $1,000,000 on a per policy basis.

Dollar cost averaging. We may offer policy owners a dollar cost averaging (“DCA”) program. Under the DCA program, you will designate an amount that will be transferred monthly from one investment account into any other investment account(s) or the fixed account. If insufficient funds exist to effect a DCA transfer, the transfer will not be effected and you will be so notified. No fee is charged for this program.

We reserve the right to cease to offer this program as of 90 days after written notice is sent to you.

Asset allocation balancer transfers. Under the asset allocation balancer program you will designate an allocation of policy value among investment accounts. We will move amounts among the investment accounts at specified intervals you select - annually, semi-annually, quarterly or monthly. A change to your premium allocation instructions will automatically result in a change in asset allocation balancer instructions so that the two are identical unless you either instruct us otherwise or have elected the dollar cost averaging program. No fee is charged for this program.

We reserve the right to cease to offer this program as of 90 days after written notice is sent to you.

Surrender and withdrawals

Surrender

You may surrender your policy in full at any time. If you do, we will pay you the policy value less any policy debt, and less any Surrender fee that applies (as described below). This is called your “net cash surrender value.” If you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under section 1035 of the Internal Revenue Code, there may also be a replacement fee deducted from the net cash surrender value. Also, if your policy is issued with the Surrender Fee Endorsement, we will deduct a Surrender fee if you surrender your policy during the first 7 policy years, provided the surrender is not subject to a Replacement fee (see “Description of charges at the policy level—Surrender fee”). You must return your policy when you request a surrender. We will process surrenders on the day we receive the surrender request (unless such day is not a business day, in which case we will process surrenders as of the business day next following the date of the receipt).

Withdrawals

After the first policy year, you may make a withdrawal of part of your net cash surrender value once in each policy month. Generally, each withdrawal must be at least $500. We will automatically reduce the policy value of your policy by the amount of the withdrawal. Unless otherwise specified by you, each account (fixed and investment) will be reduced in the same proportion as the policy value is then allocated among them. We will not permit a withdrawal if it would cause your net cash surrender value to fall below three months’ worth of monthly deductions (see “Deductions from policy value”). We also reserve the right to refuse any withdrawal that would cause the policy’s Total Face Amount to fall below $100,000 or the Base Face Amount to fall below $50,000. Also, if your policy is issued with the Surrender Fee Endorsement, there may be a pro-rata Surrender fee deducted from your policy value (see “Description of charges at the policy level—Surrender fee”).

Because it reduces the policy value, any withdrawal will reduce your death benefit under either Option 1 or Option 2 (see “The death benefit”). Under Option 1, such a withdrawal may also reduce the Total Face Amount. Generally, any such reduction in the Total Face Amount will be implemented by first reducing any Supplemental Face Amount then in effect. You should consider a number of factors in determining whether to continue coverage in the form of Base Face Amount or Supplemental Face Amount (see “Base Face Amount vs. Supplemental Face Amount”). If such a reduction in Total Face Amount would cause the policy to fail the Internal Revenue Code’s definition of life insurance, we will not permit the withdrawal.

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Policy loans

You may borrow from your policy at any time by completing a form satisfactory to us. The maximum amount you can borrow is the greater of (i) 90% of net cash surrender value and (ii) the amount determined as set out below.

•	We first determine the net cash surrender value of your policy.
•	We then subtract an amount equal to the monthly deductions then being deducted from policy value times the number of full policy months until the next policy anniversary.
•	We then multiply the resulting amount by the difference between the effective annual rate then being charged on loans and the effective annual rate then being credited on the loan account.
•	We then subtract the third item above from the second item above.

The minimum amount of each loan is $500. The interest charged on any loan is an effective annual rate of 3.75% in the first 10 policy years and 3.00% thereafter. However, we reserve the right to increase the percentage after the tenth policy year to as much as 3.25%. Accrued interest will be added to the loan daily and will bear interest at the same rate as the original loan amount. Unless otherwise specified by you, the amount of the loan is deducted from the accounts (fixed and investment) in the same proportion as the policy value is then allocated among them. The amount of the loan is then placed in a special loan account. This special loan account will earn interest at an effective annual rate of 3.00%. The tax consequences of a loan interest credited differential of 0% are unclear. You should consult a tax adviser before effecting a loan to evaluate possible tax consequences. If we determine that a loan will be treated as a taxable distribution because of the differential between the loan interest rate and the rate being credited on the special loan account, we reserve the right to increase the rate charged on the loan to a rate that would, in our reasonable judgment, result in the transaction being treated as a loan under Federal tax law. The right to increase the rate charged on the loan is restricted in some states. Please see your John Hancock USA representative for details. We process policy loans as of the business day on or next following the day we receive the loan request.

Repayment of policy loans

You can repay all or part of a loan at any time. Each repayment will be allocated among the accounts as set out below.

•	The same proportionate part of the loan as was borrowed from any fixed account will be repaid to that fixed account.
•	The remainder of the repayment will be allocated among the accounts in the same way a new premium payment would be allocated (unless otherwise specified by you).

If you want a payment to be used as a loan repayment, you must include instructions to that effect. Otherwise, all payments will be assumed to be premium payments. We process loan repayments as of the day we receive the repayment.

Loan repayments received prior to the close of the New York Stock Exchange will be applied on the same day it was received. Loan repayments received after the close of the New York Stock Exchange will be applied as of the next business day.

Effects of policy loans

The policy value, the net cash surrender value, and any death benefit are permanently affected by any loan, whether or not it is repaid in whole or in part. This is because the amount of the loan is deducted from the investment accounts or any fixed account and placed in a special loan account. The investment accounts or any fixed account and the special loan account will generally have different rates of investment return.

The amount of the outstanding loan (which includes accrued and unpaid interest) is subtracted from the amount otherwise payable when the policy proceeds become payable.

Taking out a loan on the policy increases the risk that the policy may lapse because of the difference between the interest rate charged on the loan and the interest rate credited to the special loan account. When a loan is outstanding, the amount in the loan account is not available to help pay for any policy charges. If, after deducting your policy loan, there is not enough policy value to cover the policy charges, your policy could lapse. Also, whenever the outstanding loan equals or exceeds your policy value after the insured person reaches age 121, the policy will terminate 31 days after we have mailed notice of termination to you (and to any assignee of record at such assignee’s last known address) specifying the amount that must be paid to avoid termination, unless a repayment of at least the amount specified is made within that period. Policy loans may also result in adverse tax consequences under certain circumstances (see “Tax considerations”).

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Description of charges at the policy level

Deductions from policy value

•	Deferred premium charge - At the end of each policy year, we calculate a deferred premium charge on the basis of the total of the premiums paid during that policy year, multiplied by a rate not to exceed 0.13% (15% on a cumulative basis). The premium charge is then assessed monthly over ten policy years in 120 equal monthly amounts.
•	Administrative charge - A monthly charge to help cover our administrative costs. This is a flat dollar charge of $15.
•	Base Face Amount charge - A monthly charge to primarily help cover sales costs. To determine the charge we multiply the amount of Base Face Amount at issue by a rate that varies by duration (policy year) and by the insured person's sex, risk classification, and issue age. We reserve the right to increase the rate and the charge period (see Fee Table).
•	Cost of insurance charge - A monthly charge for the cost of insurance. To determine the charge, we multiply the net amount of insurance for which we are then at risk by a cost of insurance rate. The rate is derived from an actuarial table. The table in your policy will show the maximum cost of insurance rates. The cost of insurance rates that we currently apply are generally less than the maximum rates. The current rates will never be more than the maximum rates shown in the policy. The cost of insurance we use will depend on age of the insured person at issue, the insurance risk characteristics and (usually) sex of the insured person, and the length of time the policy has been in effect. Regardless of the table used, cost of insurance rates generally increase each year that you own your policy, as the insured person’s age increases. (The insured person’s “age” on any date is his or her age on the birthday nearest that date.) For death benefit Option 1, the net amount at risk is equal to the greater of zero, or the result of (a) minus (b) where:

    (a) is the Total Face Amount, plus the death benefit payable under any Supplementary Benefit riders where charges are deducted from the Policy Value and are based on the Net Amount at Risk, as of the first day of the Policy Month, divided by 1.0024663; and

    (b) is the policy value as of the first day of the Policy Month after the deduction of all other monthly deductions.

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

If the minimum death benefit is greater than the Total Face Amount, the cost of insurance charge will reflect the amount of that additional benefit.

For death benefit Option 2, the net amount at risk is equal to the Total Face Amount of insurance divided by 1.0024663.

•

Replacement fee - A Replacement fee is imposed for the first ten policy years if you surrender your policy in connection with the purchase of a replacement policy, including a replacement intended to qualify as a tax free exchange under section 1035 of the Internal Revenue Code. The fee is a percentage of the premiums we receive in the first policy year that do not exceed the Replacement Fee Calculation Limit stated in your policy. The percentage applied is dependent upon the policy year during which replacement occurs and grades down proportionately at the beginning of each policy month until it reaches zero. The Replacement Fee Calculation Limit varies by issue age, sex and the amount of Base Face Amount and Supplemental Face Amount elected at issue.

•

Surrender fee - Effective July 27, 2010, we will automatically issue the Surrender Fee Endorsement with all policies described in this prospectus that we determine according to our underwriting standards present a heightened risk of early termination. These standards will be (i) designed to identify cases that expose us to potential increased costs resulting from early surrenders or withdrawals, (ii) will be uniformly applied and reasonable, and (iii) will not unfairly discriminate against any purchaser. For example, we will take into account factors such as the nature of the purchaser (individual or corporate), the size and business type of any corporate purchaser, and the purposes for which the insurance is being purchased.

If your policy is issued with the Surrender Fee Endorsement, we will assess a fee upon the surrender of your policy during the first 7 policy years (if such surrender is not subject to a Replacement fee). The charge deducted will be equal to the percentage shown in your policy multiplied by the lesser of either the sum of premiums paid to date at the time the charge is applied or the Calculation Limit shown in the policy. The Calculation Limit varies by issue age, sex of the insured person and policy duration. The percentage applied is dependent upon the policy year during which the transaction occurs.

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For example, assume a policy owner with the Surrender Fee Endorsement requests a full surrender in policy year 5, where the Calculation Limit equals $60,000, the total premiums paid to date equals $50,000 and the applicable Surrender fee percentage for policy year 5 is 3%. The resulting Surrender fee for the full surrender will equal $1,500 (3% multiplied by the lesser of $60,000 or $50,000). No Replacement fee is assessed.

A pro-rata portion of the Surrender fee will be deducted upon a request for a withdrawal during the first 7 policy years. The pro-rata Surrender fee is equal to the Surrender fee at the time of the withdrawal multiplied by the ratio of (a) divided by (b); where (a) and (b) equal the following:

    (a) is the lesser of:

    (1)   the amount of the withdrawal currently being taken, or

     (2)  the excess, if any, of the sum of all premiums paid to date at the time of the withdrawal, minus the sum of all withdrawals previously taken; and

    (b) is the sum of all premiums paid to date at the time of withdrawal.

The sum of all pro-rata Surrender fees applicable to withdrawals will never exceed the amount of the Surrender fee at the time of the withdrawal. We will deduct any applicable pro-rata Surrender fee in the same manner that we deduct monthly deductions. If a Replacement fee will be deducted with respect to the surrender of this policy, any pro-rata portion of the Surrender fee which has been deducted during the first 7 policy years will be subtracted from the amount of the Replacement fee which would otherwise be deducted.

For example, assume a policy owner with the Surrender Fee Endorsement has taken a withdrawal for which we assessed a pro-rata Surrender fee of $1,000. If the policy is later replaced or exchanged after the Surrender fee charge period, and the applicable Replacement fee is determined to be $3,000, then we would assess a reduced Replacement fee equal to $2,000 ($3,000-$1,000).

•	Asset-based risk charge - A monthly charge to help cover sales, administrative and other costs. The charge is a percentage of that portion of your policy value allocated to investment accounts. This charge does not apply to the current fixed account.
•	Supplementary benefits charges - A charge for any supplementary insurance benefits added to the policy by means of a rider.
•	Loan interest rate - We will charge interest on any amount you borrow from your policy. The interest charged on any loan is an effective annual rate of 3.75% in the first ten policy years and 3.00% thereafter. However, we reserve the right to increase the percentage after the tenth policy year to as much as 3.25%. (see “Policy loans”).
•	Transfer fee - We currently do not impose a fee upon transfers of policy value among the investment accounts, but reserve the right to impose a fee of up to $25 for any transfer beyond an annual limit (which will not be less than 12) to compensate us for the costs of processing these transfers (see “Market timing and disruptive trading risks”).

Additional information about how certain policy charges work

Sales expenses and related charges

The deferred premium and Base Face Amount charges help to compensate us for the cost of selling our policies (see “Description of charges at the policy level”). The amount of the charges in any policy year does not specifically correspond to sales expenses for that year. We expect to recover our total sales expenses over the life of the policies. To the extent that the deferred premium and Base Face Amount charges do not cover total sales expenses, the sales expenses may be recovered from other sources, including the asset-based risk charge and other charges with respect to the policies, or from our general assets. Similarly, administrative expenses not fully recovered by the administrative charge may also be recovered from such other sources.

Method of deduction

We deduct the monthly deductions described in the Fee Tables section from your policy’s accounts (fixed and investment) in proportion to the amount of policy value you have in each, unless otherwise specified by you.

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Special purchase programs for eligible classes

The charges otherwise applicable may be reduced with respect to policies issued to a class of associated individuals or to a trustee, employer or similar entity where we anticipate that the sales to the members of the class will result in lower than normal sales or administrative expenses, lower taxes or lower risks to us. We will make these reductions in accordance with our rules in effect at the time of the application for a policy. The factors we consider in determining the eligibility of a particular group for reduced charges, and the level of the reduction, are as follows: the nature of the association and its organizational framework; the method by which sales will be made to the members of the class; the facility with which premiums will be collected from the associated individuals and the association’s capabilities with respect to administrative tasks; the anticipated lapse and surrender rates of the policies; the size of the class of associated individuals and the number of years it has been in existence; the aggregate amount of premiums paid; and any other such circumstances which result in a reduction in sales or administrative expenses, lower taxes or lower risks. Any reduction in charges will be reasonable and will apply uniformly to all prospective policy purchasers in the class and will not unfairly discriminate against any owner.

The Statement of Additional Information (the “SAI”) contains additional information about any special purchase program we currently make available. For information as to how you may obtain a copy of the SAI, please see the last page of this prospectus.

Other charges we could impose in the future

Except for a portion of the deferred premium charge, we currently make no charge for our Federal income taxes. However, if we incur, or expect to incur, income taxes attributable to any subaccount of the Account or this class of policies in future years, we reserve the right to make a charge for such taxes. Any such charge would reduce what you earn on any affected investment accounts. However, we expect that no such charge will be necessary.

A portion of the deferred premium charge is used to cover premium taxes. Premium taxes vary by jurisdiction and are subject to change. Premium taxes vary by jurisdiction and are subject to change. Currently, premium tax levels range from 0% to 3.5%.

Under current laws, we may incur state and local taxes (in addition to premium taxes) in several states. At present, these taxes are not significant. If there is a material change in applicable state or local tax laws, we may make charges for such taxes.

Description of charges at the portfolio level

The portfolios must pay investment management fees and other operating expenses. These fees and expenses (shown in the tables of portfolio annual expenses under “Fee Tables”) are different for each portfolio and reduce the investment return of each portfolio. Therefore, they also indirectly reduce the return you will earn on any investment accounts you select. Expenses of the portfolios are not fixed or specified under the terms of the policy, and those expenses may vary from year to year.

When the insured person reaches 121

At and after the policy anniversary nearest the insured person's 121st birthday, the following will occur:

•	We will stop any monthly deduction charges.
•	We will stop accepting any premium payments.
•	We will no longer process withdrawals.
•	We will continue to credit interest to a fixed account.
•	We will not allow any new loans and loan interest will continue to be charged if there is an outstanding loan.
•	Any Supplemental Face Amount will terminate (see “Base Face Amount vs. Supplemental Face Amount”).

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Other policy benefits, rights and limitations

Optional supplementary benefit riders you can add

When you apply for a policy, you can request any of the optional supplementary benefit riders that we then make available. Availability of any rider, the benefits it provides and the charges for it may vary by state. Our rules and procedures will govern eligibility for any rider and, in some cases, the configuration of the actual rider benefits. Each rider contains specific details that you should review before you decide to choose the rider. Charges for most riders will be deducted from the policy value. We may change these charges (or the rates that determine them), but not above any applicable maximum amount stated in the Policy Specifications page of your policy. We may add to, delete from or modify the list of optional supplementary benefit riders.

•  Overloan Protection Rider - This rider will prevent your policy from lapsing on any date if policy debt exceeds the death benefit. The benefit is subject to a number of eligibility requirements relating to, among other things, the number of years the policy has been in force, the attained age of the life insured, the death benefit option elected and the tax status of the policy.

When the Overloan Protection Benefit in this rider is invoked, all values in the investment accounts are immediately transferred to the fixed account and will continue to grow at the current fixed account interest rate. Transfer fees do not apply to these transfers. Thereafter, policy changes and transactions are limited as set forth in the rider; for example, death benefit increases or decreases, additional premium payments, policy loans, withdrawals, surrender and transfers are no longer allowed. Any outstanding policy debt will remain. Interest will continue to be charged at the policy's specified loan interest rate, and the policy's loan account will continue to be credited with the policy's loan interest credited rate. Any supplementary benefit rider requiring a monthly deduction will automatically be terminated.

When the Overloan Protection Rider causes the policy to be converted into a fixed policy, there is risk that the Internal Revenue Service could assert that the policy has been effectively terminated and that the outstanding loan balance should be treated as a distribution. Depending on the circumstances, all or part of such deemed distribution may be taxable as income. You should consult a tax adviser as to the risks associated with the Overloan Protection Rider.

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Return of Premium Death Benefit Rider - You may elect to have your policy issued with an optional Return of Premium Death Benefit Rider. This rider provides an additional death benefit payable upon the death of the insured person. The Return of Premium Death Benefit has an initial value equal to your initial premium times the “Percentage of Premium” you select (which may range between 0% and 100%). We show the Percentage of Premium you select in the Policy Specifications page. If you elected increases to your Supplemental Face Amount, you may not elect this rider. This benefit is only available to you if you elect death benefit Option 1.

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Accelerated Benefit Rider - This rider provides for acceleration of payment of a portion of the death benefit should the insured person become terminally ill and have a life expectancy of one year or less. You must meet the following conditions before we pay the benefit.

•	You must provide written evidence satisfactory to us that the life insured is terminally ill and has a life expectancy of one year or less.
•	We must have a signed consent of any irrevocable beneficiary and any assignee.
•	You must claim the benefit voluntarily. We will not pay the benefit if you are claiming it to satisfy creditors or for government benefits.

If you satisfy the above conditions, we will pay you 50% of the eligible death benefit, up to a maximum of $1,000,000. We will not make a payment if it would be less than $10,000. Payment of the benefit will reduce your death benefit and any cash value or loan value under your policy. You should consult your tax adviser and social service agencies before you decide to receive the benefit under this rider. This rider is only available with policies that are individually owned.

•  Long-Term Care Rider - This rider provides for periodic advance payments to you of a portion of the death benefit if the insured person becomes “chronically ill” so that such person: (1) is unable to perform at least two activities of daily living without substantial human assistance or has a severe cognitive impairment; and (2) is receiving certain qualified services described in the rider. The decision to add this rider must be made at issuance of the policy. If you elect this rider, you will also have an option to apply to have a portion of the policy's death benefit advanced to you in

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the event of terminal illness. In addition, there is a significant risk that ownership of a policy with this rider by anyone other than the insured will cause adverse tax consequences (see “Tax considerations”).

We determine a maximum amount of death benefit that we will advance for each month of qualification. This amount, called the “Maximum Monthly Benefit Amount,” is equal to the amount of the death benefit that may be accelerated under the rider (as of the day the insured qualifies for benefits) multiplied by the Monthly Acceleration Percentage, which is the percentage of the death benefit you can accelerate each month. The Monthly Acceleration Percentage must be selected when you apply for the policy. The actual amount of any advance is based on the expense incurred by the insured person, up to the Maximum Monthly Benefit Amount, for each day of qualified long-term care service in a calendar month, as described in the rider. We will recalculate the Maximum Monthly Benefit Amount if you make a withdrawal of policy value, and for other events described in the rider. Each advance reduces the remaining death benefit under your policy, and causes a proportionate reduction in your policy value. If you have a policy loan, we will use a pro-rata portion of each death benefit advance to repay indebtedness. For example, if current indebtedness is $10,000, the death benefit is $100,000, and the gross advance is $2,000, then the net advance would be $1,800 = $2,000 X (1 - ($10,000/ $100,000)). As a result of the advance, the indebtedness will be reduced by $200.

We restrict your policy value's exposure to market risk when benefits are paid under the Long-Term Care Rider. We do this in several ways. First, before we begin paying any Monthly Benefit, we will transfer all policy value from the investment accounts to the fixed account. (The amount to be transferred will be determined on the business day immediately following the date we approve a request for benefits under the rider.) In addition, you will not be permitted to transfer policy value or allocate any additional premium payment to an investment account while rider benefits are paid. Your participation in any of the automatic investment plans will also be suspended during this period.

If the insured person no longer qualifies for rider benefits and your policy remains in force, you will be permitted to invest new premium payments or transfer existing policy value in the investment accounts. (The restriction on transfers from the fixed account will continue to apply.)

Finally, please note that there is a significant risk that ownership of a policy with this rider by anyone other than the insured person 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 estate of the insured person for purposes of Federal estate tax (see “Tax considerations”).

Variations in policy terms

Insurance laws and regulations apply to us in every state in which our policies are sold. As a result, terms and conditions of your insurance coverage may vary depending on where you purchase a policy. We disclose all material variations in this prospectus.

We may vary the charges and other terms of our policies where special circumstances result in sales or administrative expenses, mortality risks or other risks that are different from those normally associated with the policies. These include the type of variations discussed under “Special purchase programs for eligible classes.” Also, the guaranteed limit on the asset-based risk charge varies based on the amount of Base Face Amount and Supplemental Face Amount elected at issue as shown in the “Fee Tables.” No variation in any charge will exceed any maximum stated in this prospectus with respect to that charge. Where approved, we may offer policies covering members of an employee or other group on a “Guaranteed Issue” or a “Simplified Issue” basis. In these cases, the Base Face Amount charges and cost of insurance charges may differ from the rates applied if traditional underwriting procedures are followed.

Any variation discussed above will be made only in accordance with uniform rules that we adopt and that we apply fairly to our customers.

Procedures for issuance of a policy

Generally, the policy is available with a minimum Total Face Amount at issue of $100,000 and a minimum Base Face Amount at issue of $50,000. At the time of issue, the insured person must have an attained age of no more than 90. The insured person must meet certain health and other insurance risk criteria called “underwriting standards.”

Policies issued in Montana or in connection with certain employee plans will not directly reflect the sex of the insured person in either the premium rates or the charges or values under the policy.

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Commencement of insurance coverage

After you apply for a policy, it can sometimes take up to several weeks for us to gather and evaluate all the information we need to decide whether to issue a policy to you and, if so, what the insured person's risk classification should be. After we approve an application for a policy and assign an appropriate insurance risk classification, we will prepare the policy for delivery. We will not pay a death benefit under a policy unless the policy is in effect when the insured person dies (except for the circumstances described under “Temporary coverage prior to policy delivery” below).

The policy will take effect only if all of the following conditions are satisfied:

•	The policy is delivered to and received by the applicant.
•	The Minimum Initial Premium is received by us.
•	The insured person is living and there has been no deterioration in the insurability of the insured person since the date of the application.

The date all of the above conditions are satisfied is referred to in this prospectus as the “Contract Completion Date.” If all of the above conditions are satisfied, the policy will take effect on the date shown in the policy as the “Policy Date.” That is the date on which we begin to take monthly deductions. Policy months, policy years and policy anniversaries are all measured from the Policy Date.

Backdating

Under limited circumstances, we may backdate a policy, upon request, by assigning a Policy Date earlier than the date the application is signed. However, in no event will a policy be backdated earlier than the earliest date allowed by state law, which is generally three months to one year prior to the date of application for the policy. The most common reasons for backdating are to preserve a younger age at issue for the insured person or to retain a common monthly deduction date in certain corporate-owned life insurance cases involving multiple policies issued over time. If used to preserve age, backdating will result in lower insurance charges. However, monthly deductions will begin earlier than would otherwise be the case. Monthly deductions for the period the Policy Date is backdated will actually be deducted from policy value on the Contract Completion Date.

Temporary coverage prior to policy delivery

If a specified amount of premium is paid with the application for a policy and other conditions are met, we will provide temporary term life insurance coverage on the insured person for a period prior to the time coverage under the policy takes effect. Such temporary term coverage will be subject to the terms and conditions described in the Temporary Life Insurance Agreement and Receipt attached to the application for the policy, including conditions to coverage and limits on amount and duration of coverage.

Monthly deduction dates

Each charge that we deduct monthly is assessed against your policy value at the close of business on the Policy Date and at the close of the first day in each subsequent policy month.

Changes that we can make as to your policy

We reserve the right to make any changes in the policy necessary to ensure the policy is within the definition of life insurance under the Federal tax laws and is in compliance with any changes in Federal or state tax laws.

In our policies, we reserve the right to make certain changes if they would serve the best interests of policy owners or would be appropriate in carrying out the purposes of the policies. These changes include the following:

•	Changes necessary to comply with or obtain or continue exemptions under the Federal securities laws
•	Combining or removing fixed accounts or variable investment accounts
•	Changes in the form of organization of any separate account

Any such changes will be made only to the extent permitted by applicable laws and only in the manner permitted by such laws. When required by law, we will obtain your approval of the changes and the approval of any appropriate regulatory authority.

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The owner of the policy

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 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. These options include those listed below:

•	Determine when and how much you invest in the variable investment accounts and any fixed account
•	Borrow or withdraw amounts you have in the variable investment account and any fixed account
•	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.

Your beneficiary

You name your beneficiary when you apply for the policy. The beneficiary is entitled to the proceeds we pay following the insured person's death. Until the death of the insured person you can change your beneficiary by written request. Such a change requires the consent of any named irrevocable beneficiary. A new beneficiary designation will not affect any payments we make before we receive it. If no beneficiary is living when the insured person dies, we will pay the insurance proceeds to the owners or the owner's estate.

Policy cancellation right

You have the right to cancel your policy within ten days after you receive it (the period may be longer in some states). This is often referred to as the “free look” period. During this period, your premiums will be allocated as described under “Processing premium payments” in this prospectus. To cancel your policy, simply deliver or mail the policy to:

•	John Hancock USA at either of the addresses shown on the back cover of this prospectus, or
•	the John Hancock USA representative who delivered the policy to you.

The date of cancellation will be the date of such mailing or delivery. In most states, you will receive a refund of any premiums you’ve paid. In some states, the refund will be your policy value on the date of cancellation.

Delay to challenge coverage

We may challenge the validity of your insurance policy based on any material misstatements made to us in the application for the policy. We cannot make such a challenge, however, beyond certain time limits that are specified by the laws of the state in which your policy was issued.

Reports that you will receive

At least annually, we will send you a statement setting forth at least the following information as of the end of the most recent reporting period: the amount of the death benefit, the portion of the policy value in the fixed account and in each variable investment account, premiums received and charges deducted from premiums since the last report, any outstanding policy loan (and interest charged for the preceding policy year), and any further information required by law. Moreover, you also will receive confirmations of premium payments, transfers among accounts, policy loans, partial withdrawals and certain other policy transactions.

Semi-annually we will send you a report containing the financial statements of the portfolios, including a list of securities held in each portfolio.

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Assigning your policy

You may assign your rights in the policy to someone else as collateral for a loan or for some other reason. Assignments do not require the consent of any revocable beneficiary. A copy of the assignment must be forwarded to us. We are not responsible for any payment we make or any action we take before we receive a copy of the assignment at our Service Office. Nor are we responsible for the validity of the assignment or its efficacy in meeting your objectives. An absolute assignment is a change of ownership. All collateral assignees of record must usually consent to any surrender, withdrawal or loan from the policy.

When we pay policy proceeds

General

We will ordinarily pay any death benefit, withdrawal, surrender value or loan within seven days after we receive the last required form or request (and, with respect to the death benefit, any other documentation that may be required). You may choose to receive proceeds from the policy as a single sum. If we do not have information about the desired manner of payment within seven days after the date we receive documentation of the insured person's death, we will pay the proceeds as a single sum. As permitted by state law and our current administrative procedures, death claim proceeds may be placed into an interest-bearing John Hancock retained asset account in the beneficiary's name. The interest earned in a John Hancock retained asset account is normally subject to income tax. You should consult with your tax advisor if you have any questions regarding taxation of the interest earned. We will provide the beneficiary with a checkbook, so checks may be written for all or a part of the proceeds. The retained asset account is part of our general account and is subject to the claims of our creditors. It is not a bank account and it is not insured by the FDIC. We may receive a benefit from managing proceeds held in a retained asset account. Alternatively, you can elect to have proceeds of $1,000 or more applied to any of the other payment options we may offer at the time. You cannot choose an option if the monthly payments under the option would be less than $50. We will issue a supplementary agreement when the proceeds are applied to any alternative payment option. That agreement will spell out terms of the option in full. Please contact our Service Office for more information.

Delay for check clearance

We reserve the right to defer payment of that portion of your policy value that is attributable to a premium payment made by check for a reasonable period of time (not to exceed fifteen days) to allow the check to clear the banking system. We will not delay payment longer than necessary for us to verify a check has cleared the banking system.

Delay of separate account proceeds

We reserve the right to defer payment of any death benefit, loan or other distribution that is derived from a variable investment account if (1) the New York Stock Exchange is closed (other than customary weekend and holiday closings) or trading on the New York Stock Exchange is restricted; (2) an emergency exists, as determined by the SEC, as a result of which disposal of securities is not reasonably practicable or it is not reasonably practicable to fairly determine the policy value; or (3) the SEC by order permits the delay for the protection of owners. Transfers and allocations of policy value among the variable investment accounts may also be postponed under these circumstances. If we need to defer calculation of separate account values for any of the foregoing reasons, all delayed transactions will be processed at the next values that we do compute.

Delay of general account surrender proceeds

State laws allow us to defer payment of any portion of the net cash surrender value derived from the fixed account for up to six months. These laws were enacted many years ago to help insurance companies in the event of a liquidity crisis.

How you communicate with us

General rules

You should mail or express all checks and money orders for premium payments and loan repayments to the John Hancock USA Service Office at the appropriate address shown on the back cover.

Under our current rules, certain requests must be made in writing and be signed and dated by you. Those requests include the following.

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•	loans
•	surrenders or withdrawals
•	change of death benefit option
•	increase or decrease in Face Amount
•	change of beneficiary
•	election of payment option for policy proceeds
•	tax withholding elections
•	election of telephone/internet transaction privilege

The following requests may be made either in writing (signed and dated by you) or by telephone or fax or through the Company's secured website, if a special form is completed (see “Telephone, facsimile and internet transactions” below).

•	transfers of policy value among the variable investment accounts and any fixed account
•	change of allocation among the variable investment accounts and any fixed account for new premium payments

You should mail or express all written requests to our Service Office at the appropriate address shown on the back cover. You should also send notice of the insured person's death and related documentation to our Service Office. We do not consider that we’ve “received” any communication until such time as it has arrived at the proper place and in the proper and complete form.

We have special forms that should be used for a number of the requests mentioned above. You can obtain these forms from our Service Office or your John Hancock USA representative. Each communication to us must include your name, your policy number and the name of the insured person. We cannot process any request that doesn’t include this required information. Any communication that arrives after the close of our business day, or on a day that is not a business day, will be considered “received” by us on the next following business day. Our business day currently closes at 4:00 p.m. Eastern time, but special circumstances (such as suspension of trading on a major exchange) may dictate an earlier closing time.

Telephone, facsimile and internet transactions

If you complete a special authorization form, you can request transfers among the variable investment accounts and any fixed account and changes of allocation among the variable investment accounts and any fixed account simply by telephoning us at 1-800-521-1234 or by faxing us at 1-617-572-1571 or through the Company's secured website. Any fax or internet request should include your name, daytime telephone number, policy number and, in the case of transfers and changes of allocation, the names of the variable investment accounts and any fixed account involved. We will honor telephone and internet instructions from anyone who provides the correct identifying information, so there is a risk of loss to you if this service is used by an unauthorized person. However, you will receive written confirmation of all telephone/internet transactions. There is also a risk that you will be unable to place your request due to equipment malfunction or heavy phone line or internet usage. If this occurs, you should submit your request in writing.

If you authorize telephone or internet transactions, you will be liable for any loss, expense or cost arising out of any unauthorized or fraudulent telephone or internet instructions which we reasonably believe to be genuine, unless such loss, expense or cost is the result of our mistake or negligence. We employ procedures which provide safeguards against the execution of unauthorized transactions which are reasonably designed to confirm that instructions received by telephone or internet are genuine. These procedures include requiring personal identification, the use of a unique password for internet authorization, recording of telephone calls, and providing written confirmation to the owner. If we do not employ reasonable procedures to confirm that instructions communicated by telephone or internet are genuine, we may be liable for any loss due to unauthorized or fraudulent instructions.

As stated earlier in this prospectus, the policies are not designed for professional market timing organizations or other persons or entities that use programmed, large or frequent transfers among investment options. To discourage disruptive trading, we have imposed certain transfer restrictions (see “Transfers of existing policy value”). In addition, we also reserve the right to change our telephone, facsimile and internet transaction privileges outlined in this section at any time, and to suspend or terminate any or all of those privileges with respect to any owners who we feel are abusing the privileges to the detriment of other owners.

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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 variable investment accounts under the policies and under other annuity and life insurance products we offer.

JH Distributors' principal address 200 Berkeley 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. 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.

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 35% of target premium, and 5% of premium in excess of target, paid in the first policy year, 7% of target and 5% of excess premium paid in years 2-5, 5% of target and excess premium paid in years 6-10 and 0% thereafter. In addition, JH Distributors is expected to pay compensation in policy years 6-15 not exceeding 0.15% of the net cash surrender value and 0.10% of the net cash surrender value in years 16 and thereafter, with the net cash surrender value determined as of the end of each previous policy anniversary. You should consider that the amount of compensation paid to the selling broker-dealer will generally be less if you elect greater portions of Supplemental Face Amount at issue. 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

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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.

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.

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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 you have elected a Long-Term Care Rider, 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 you have elected a Long-Term Care Rider, as described in “Optional supplementary benefit riders you can add,” deductions from policy value to pay the 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.

37

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

38

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.

39

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, U.S. resident alien or other U.S. person, 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. If your policy is issued as a result of an exchange of a policy owned or issued outside the United States, the country or territory in which you reside may still tax you on the surrender of the policy replaced through the exchange. You should consult with a qualified tax adviser before exchanging your policy issued outside of the United States for one issued within the United States.

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.

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 policy.

Independent registered public accounting firm

The statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) at December 31, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2018, and for each of the two years in the period ended December 31, 2018, appearing in this Prospectus and 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.

40

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, 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
Overnight Express Delivery	Mail Delivery
Life Post Issue - Specialty Products John Hancock Insurance Company 30 Dan Road, Suite #55979 Canton, MA 02021	Life Post Issue - Specialty Products John Hancock Insurance Company PO Box 55979 Boston, MA 02205
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. 333-152409

Statement of Additional Information
dated April 29, 2019

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 our Service Office - Specialty Products by mail at Life Post Issue, John Hancock Insurance Company, PO Box 55979, Boston, MA 02205, or telephone at 1-800-827-4546.

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
Principal Underwriter/Distributor	2
Additional Information About Charges	3
Special purchase programs for eligible classes	3
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 accounts 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, 2018 and 2017, and for each of the three years in the period ended December 31, 2018, and the financial statements of John Hancock Life Insurance Company (U.S.A.) Separate Account N at December 31, 2018, and for each of the two years in the period ended December 31, 2018, appearing in this Prospectus and 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.

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 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 200 Berkeley 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.

2

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 2018, 2017, and 2016, was $95,309,756, $94,706,904, and $100,416,732, 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.

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.

Special purchase programs for eligible classes

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.

3

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

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

For the Years Ended December 31, 2018, 2017 and 2016

With Report of Independent Auditors

AUDITED STATUTORY-BASIS FINANCIAL STATEMENTS

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

Years Ended December 31, 2018, 2017 and 2016

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 Stockholder

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, 2018 and 2017, 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, 2018, 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 Department of Insurance and Financial Services. 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 statutory-basis financial statements, the Company prepared these financial statements using accounting practices prescribed or permitted by the Michigan Department of Insurance and Financial Services, which is a basis of accounting other than U.S. generally accepted accounting principles. The effects on the financial statements of the variances between these statutory accounting practices and U.S. generally accepted accounting principles, although not reasonably determinable, are presumed to be material.

Adverse Opinion on U.S. Generally Accepted Accounting Principles

In our opinion, because of the significance of the matter described in the Basis for Adverse Opinion on U.S. Generally Accepted Accounting Principles 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, 2018 and 2017, or the results of its operations or its cash flows for each of the three years in the period ended December 31, 2018.

F-1

Opinion on Statutory-Basis of Accounting

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, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, on the basis of accounting described in Note 2.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 3, 2019

F-2

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

BALANCE SHEETS—STATUTORY BASIS

	December 31,
	2018		2017
	(in millions)
Admitted assets
Cash and invested assets:
Bonds	$	44,556	$	47,970
Stocks:
Preferred stocks		14		11
Common stocks		918		1,354
Investments in affiliates		2,913		2,560
Mortgage loans on real estate		12,085		11,900
Real estate:
Company occupied		162		286
Investment properties		3,851		5,436
Cash, cash equivalents and short-term investments		2,988		4,131
Policy loans		2,788		2,726
Derivatives		8,511		9,637
Receivable for securities		1		16
Other invested assets		9,728		9,269
Total cash and invested assets		88,515		95,296
Investment income due and accrued		583		705
Premiums due		65		65
Amounts recoverable from reinsurers		232		163
Net deferred tax asset		-		13
Funds held by or deposited with reinsured companies		3,188		3,321
Other reinsurance receivable		575		181
Amounts due from affiliates		244		477
Other assets		2,423		1,435
Assets held in separate accounts		124,131		141,167
Total admitted assets	$	219,956	$	242,823

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,
	2018			2017
	(in millions)
Liabilities and capital and surplus
Liabilities:
Policy and contract obligations:
Policy reserves	$	64,047		$	69,132
Policyholders’ and beneficiaries funds		2,395			2,683
Consumer notes		154			197
Dividends payable to policyholders		393			408
Policy benefits in process of payment		445			450
Other amount payable on reinsurance		845			534
Other policy obligations		46			46
Total policy and contract obligations		68,325			73,450
Payable to parent and affiliates		1,309			1,645
Transfers to (from) separate account, net		(311	)		(365	)
Asset valuation reserve		1,981			2,106
Reinsurance in unauthorized companies		1			4
Funds withheld from unauthorized reinsurers		336			66
Interest maintenance reserve		1,373			2,038
Current federal income taxes payable		-			104
Net deferred tax liability		77			-
Derivatives		3,719			4,129
Payables for collateral on derivatives		1,559			1,973
Payables for securities		29			177
Funds held under coinsurance		7,376			7,239
Other general account obligations		1,181			981
Obligations related to separate accounts		124,131			141,167
Total liabilities		211,086			234,714
Capital and surplus:
Preferred stock (par value $1; 50,000,000 shares authorized; 100,000 shares issued and outstanding at December 31, 2018 and 2017)		-			-
Common stock (par value $1; 50,000,000 shares authorized; 4,728,940 shares issued and outstanding at December 31, 2018 and 2017, respectively)		5			5
Paid-in surplus		3,219			3,219
Surplus notes		585			585
Unassigned surplus		5,061			4,300
Total capital and surplus		8,870			8,109
Total liabilities and capital and surplus	$	219,956		$	242,823

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,
	2018			2017			2016
	(in millions)
Premiums and other revenues:
Life, long-term care and annuity premiums, net	$	5,816		$	18,286		$	13,227
Consideration for supplementary contracts with life contingencies		132			176			201
Net investment income		4,665			4,426			4,308
Amortization of interest maintenance reserve		179			195			191
Commissions and expense allowance on reinsurance ceded		468			1,963			629
Reserve adjustment on reinsurance ceded		(7,820	)		(12,621	)		(7,297	)
Separate account administrative and contract fees		1,786			1,772			1,697
Other revenue		193			347			434
Total premiums and other revenues		5,419			14,544			13,390
Benefits paid or provided:
Death, surrender and other contract benefits, net		12,322			12,693			10,220
Annuity benefits		1,735			1,788			1,622
Disability and long-term care benefits		801			738			664
Interest and adjustments on policy or deposit-type funds		(52	)		(318	)		94
Payments on supplementary contracts with life contingencies		203			199			191
Increase (decrease) in life and long-term care reserves		(5,078	)		1,979			1,784
Total benefits paid or provided		9,931			17,079			14,575
Insurance expenses and other deductions:
Commissions and expense allowance on reinsurance assumed		1,078			1,091			1,049
General expenses		1,186			1,039			943
Insurance taxes, licenses and fees		167			138			171
Net transfers to (from) separate accounts		(7,616	)		(8,706	)		(5,581	)
Investment income ceded		1,052			878			1,240
Other deductions		(459	)		153			21
Total insurance expenses and other deductions		(4,592	)		(5,407	)		(2,157	)
Income (loss) from operations before dividends to policyholders, federal income taxes and net realized capital gains (losses)		80			2,872			972
Dividends to policyholders		111			124			131
Income (loss) from operations before federal income taxes and net realized capital gains (losses)		(31	)		2,748			841
Federal income tax expense (benefit)		(725	)		446			(121	)
Income (loss) from operations before net realized capital gains (losses)		694			2,302			962
Net realized capital gains (losses)		340			(403	)		(933	)
Net income (loss)	$	1,034		$	1,899		$	29

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, 2016	$	5	$	3,196	$	990		$	1,253		$	5,444
Net income (loss)									29			29
Change in net unrealized capital gains (losses)									569			569
Change in net deferred income tax									810			810
Decrease (increase) in non-admitted assets									(38	)		(38	)
Decrease (increase) in asset valuation reserves									(262	)		(262	)
Change in surplus as a result of reinsurance									(125	)		(125	)
Surplus note redemptions						(405	)					(405	)
Other adjustments, net						-			132			132
Balances at December 31, 2016		5		3,196		585			2,368			6,154
Net income (loss)									1,899			1,899
Change in net unrealized capital gains (losses)									1,394			1,394
Change in net deferred income tax									(726	)		(726	)
Decrease (increase) in non-admitted assets									191			191
Change in liability for reinsurance in unauthorized reinsurance									(1	)		(1	)
Capital contribution from parent		-		23								23
Dividend paid to parent									(900	)		(900	)
Change in surplus as a result of reinsurance									80			80
Other adjustments, net						-			(5	)		(5	)
Balances at December 31, 2017		5		3,219		585			4,300			8,109
Net income (loss)									1,034			1,034
Change in net unrealized capital gains (losses)									(220	)		(220	)
Change in net deferred income tax									(17	)		(17	)
Decrease (increase) in non-admitted assets									43			43
Change in liability for reinsurance in unauthorized reinsurance									3			3
Decrease (increase) in asset valuation reserves									125			125
Dividend paid to parent									(600	)		(600	)
Change in surplus as a result of reinsurance									380			380
Other adjustments, net						-			13			13
Balances at December 31, 2018	$	5	$	3,219	$	585		$	5,061		$	8,870

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,
	2018			2017			2016
	(in millions)
Operations
Premiums and other considerations collected, net of reinsurance	$	13,901		$	18,819		$	13,411
Net investment income received		4,828			4,603			4,415
Separate account fees		1,786			1,772			1,697
Commissions and expenses allowance on reinsurance ceded		468			1,963			629
Miscellaneous income		668			374			595
Benefits and losses paid		(22,601	)		(28,091	)		(21,060	)
Net transfers from (to) separate accounts		7,670			8,763			5,699
Commissions and expenses (paid) recovered		(3,763	)		(3,040	)		(2,873	)
Dividends paid to policyholders		(126	)		(138	)		(137	)
Federal and foreign income and capital gain taxes (paid) recovered		(617	)		(846	)		200
Net cash provided by (used in) operating activities		2,214			4,179			2,576
Investment activities
Proceeds from sales, maturities, or repayments of investments:
Bonds		22,532			19,287			20,934
Stocks		566			317			239
Mortgage loans on real estate		880			885			1,283
Real estate		2,507			986			1,295
Other invested assets		2,066			624			485
Net gains (losses) on cash, cash equivalents and short term investments		(4	)		4			(2	)
Total investment proceeds		28,547			22,103			24,234
Cost of investments acquired:
Bonds		25,992			21,195			21,880
Stocks		114			459			652
Mortgage loans on real estate		1,975			1,179			2,440
Real estate		213			415			446
Other invested assets		2,530			1,680			1,429
Derivatives		12			46			1,420
Total cost of investments acquired		30,836			24,974			28,267
Net increase (decrease) in receivable/payable for securities and collateral on derivatives		(547	)		217			266
Net (increase) decrease in policy loans		(62	)		(4	)		932
Net cash provided by (used in) investment activities		(2,898	)		(2,658	)		(2,835	)
Financing and miscellaneous activities
Surplus notes		-			-			(405	)
Borrowed funds		(42	)		(164	)		(64	)
Net deposits (withdrawals) on deposit-type contracts		(288	)		(34	)		93
Dividend paid to Parent		(600	)		(900	)		-
Other cash provided (applied)		471			(171	)		(14	)
Net cash provided by (used in) financing and miscellaneous activities		(459	)		(1,269	)		(390	)
Net increase (decrease) in cash, cash equivalents and short-term investments		(1,143	)		252			(649	)
Cash, cash equivalents and short-term investments at beginning of year		4,131			3,879			4,528
Cash, cash equivalents and short-term investments at end of year	$	2,988		$	4,131		$	3,879
Non-cash activities during the year:
Premium and other operating activity related to reinsurance transactions, net	$	7,873		$	33		$	650
Transfer of invested assets related to reinsurance transactions and other affiliate transactions, net		(7,873	)		16			(650	)
Financing and miscellaneous activities related to reinsurance transactions and transfer with affiliates, net		-			(49	)		-

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 is licensed to conduct insurance business in 49 states, the District of Columbia, Guam, Puerto Rico and the U.S. Virgin Islands, and 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. Effective December 2, 2016, the Company discontinued new sales of its individual long-term care product. Effective March 31, 2018, the Company discontinued new sales of its corporate and bank-owned life insurance products.

The Company is also registered as a foreign reinsurer in several jurisdictions outside of the United States as part of its International Group Program that offers pooling services and reinsurance coverage for group employee contracts issued by its network partners to local companies, which are subsidiaries, branches or affiliates of multinational corporations.

Pursuant to a distribution agreement with the Company, 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 and other products issued by 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”) and a wholly-owned captive insurance subsidiary, Manulife (Michigan) Reassurance Company (“MMRC”).

In 2017, following receipt of regulatory approval, JHLH executed a Plan and Agreement of Merger with John Hancock Insurance Company of Vermont (“JHVT”), also a wholly-owned subsidiary of JHUSA. Effective as of October 1, 2017, JHVT merged with and into JHLH. Prior to the JHLH/JHVT merger, JHUSA issued one common share to its parent MIC in exchange for 100% ownership of JHVT and became the common parent of both JHLH and JHVT. As a result of the merger, JHVT ceased to exist and the companies’ property and obligations became the property and obligations of 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.

F-8

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

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 the entity 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. Declines in value due to credit difficulties are also considered to be other-than-temporarily impaired when the 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 audited statutory equity. Non-insurance subsidiaries, which have significant ongoing operations other than for the benefit of the Company and its affiliates, are reported based on the underlying audited 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 audited GAAP equity, including 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, common and preferred stocks, and other invested assets 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.

F-9

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

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 companies (“LLCs”) which are carried based on the underlying audited GAAP equity, with the exception of affordable housing tax credit properties, which are carried at amortized cost. The related net unrealized capital gains (losses) are reported in unassigned surplus, net of any adjustments for federal income taxes. The Company records its share of income using the most recent financial information available, which is generally on a three month lag. Depending on the timing of receipt of the audited financial statements of these other invested assets, the investee level financial data may be up to one year in arrears.

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 electronic data processing (“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. Goodwill is reported in other invested assets in the Balance Sheets.

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, 2018, 2017 and 2016, 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 other invested assets, furniture and equipment, prepaid expenses, 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.

F-10

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

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. At December 31, 2018 and 2017, the Company held reserves of $1,212 million and $1,281 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, 2001 and 2017 Commissioner’s Standard Ordinary Mortality Tables and using principally the Commissioner’s Reserve Valuation Method. Policies using the principles-based reserving method use assumptions as outlined in the Company’s PBR Actuarial Report.

• 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 and 1983 Individual Annuity Mortality Tables, the A-2000 Individual Annuity Mortality Table, and the 2012 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.

• For life insurance, the calendar year exact method is used to calculate the reserve at December 31, 2018 and 2017. Reserves at December 31, 2018 and 2017 are calculated based on the rated age. For certain policies with substandard table ratings, substandard multiple extras are applied via the Lotter method.

• 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. The reserve is based on the worst 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.

F-11

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

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 and expense allowances 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 prescribes that no gain be recognized upon inception of a reinsurance treaty. The initial gain 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 realized 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. The provision for federal and foreign income taxes incurred in the Statements of Operations is different from that which would be obtained by applying the statutory federal income tax rate to income before income tax (including realized capital gains). For additional information, see the Federal Income Taxes Note for reconciliation of effective tax rate.

Participating Insurance and Policyholder Dividends: Participating business represented approximately 16% and 14% of the Company’s aggregate reserve for life contracts at December 31, 2018 and 2017, respectively. 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 policyholders’ 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 Reinsurance and Closed Block 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, 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 term certain supplementary contracts, consist of the entire premium received. Premiums received for variable universal life, as well as annuity policies 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.

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,

F-12

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

2. Significant Accounting Policies - (continued)

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 the 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 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.

The effects of the foregoing variances from GAAP on the accompanying statutory-basis financial statements have not been determined, but are presumed to be material.

3. Permitted Statutory Accounting Practices

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

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 practices prescribed or permitted 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, 2018 and 2017, 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.

John Hancock Subsidiaries, LLC (“JHS”) is a wholly-owned subsidiary of the Company. During 2017, the Company reclassified its investment in JHS of $1.3 billion from Stocks - Investments in affiliates to Other invested assets. This reclassification was the result of a change in accounting principle and did not have a material impact on the Company’s financial position, results of operations, and financial statement disclosures.

Adoption of New Accounting Standards

Effective January 1, 2018, the NAIC made substantive revisions to Statement of Statutory Accounting Principles (“SSAP”) No. 100, Fair Value Measurements. The revised guidance allows the use of net asset value as a practical expedient for fair value when 1) specifically allowed in a SSAP or 2) when specific conditions exist. The guidance did not have a material impact on the Company’s financial position, results of operations and financial statement disclosures.

Effective January 1, 2018, the NAIC made substantive revisions to SSAP No. 86, Accounting for Derivative Instruments and Hedging, Income Generation, and Replication (Synthetic Asset) Transactions to adopt ASU 2017-04 Settlement of Valuation Margin. The revised guidance requires the recognition of changes in variation margin as unrealized gains/losses until the derivative contract has matured, terminated and/or expired. The guidance applies to both over-the-counter (“OTC”) derivatives and (“ETF”) exchange-traded futures, regardless of whether the counterparty or exchange considers the variation

F-13

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

4. Accounting Changes - (continued)

margin payment to be collateral or a legal settlement. The guidance did not have a material impact on the Company’s financial position, results of operations and financial statement disclosures.

In June 2017, the NAIC adopted revisions to SSAP No. 37, Mortgage Loans. The revision requires an age analysis of mortgage loans disclosure, aggregated by type, with identification of mortgage loans in which the entity is a participant or co-lender in a mortgage loan agreement, capturing: 1) recorded investment of current mortgage loans, 2) recorded investment of mortgage loans classified as 30-59 days, 60-89 days, 90-179 days, and 180 days and greater past due; 3) recorded investment of mortgage loans 90 days and 180 days past due still accruing interest; 4) interest accrued for mortgage loans 90 days and 180 days past due; and 5) recorded investment and number of mortgage loans where interest has been reduced, by percent reduced. The guidance did not have a material impact on the Company’s financial position, results of operations, and financial statement disclosures.

In March 2015, the NAIC adopted revisions to SSAP No. 1, Disclosure of Accounting Policies, Risks and Uncertainties and Other Disclosures (“SSAP 1”) regarding management’s assessment of an entity’s ability to continue as a going concern. The pronouncement requires management to assess the entity’s ability to continue as a going concern, and provide footnote disclosures when conditions give rise to substantial doubt about an entity’s ability to continue as a going concern within one year from the financial statement issuance date. The new guidance was effective December 31, 2016. The guidance did not have a material impact on the Company’s financial position, results of operations, and financial statement disclosures.

Future Adoption of New Accounting Standards

In August, 2016, the NAIC adopted substantive revisions to SSAP No. 51 – Life Contracts in order to allow principle-based reserving (“PBR”) for life insurance contracts as specified in the Valuation Manual. Current statutory accounting guidance refers to existing model laws for reserving guidance which are primarily based on formulaic methodology. Also, in June 2016, the NAIC adopted updates to Appendix A-820: Minimum Life and Annuity Reserve Standards as part of the PBR project, which incorporate relevant aspects of the 2009 revisions to the Standard Valuation Law (Model #820) into Appendix A-820. The effective date was January 1, 2017 but companies are allowed to defer adoption for three years until January 1, 2020. The Company has adopted PBR for certain products launched in 2018 and will finish implementation prior to January 1, 2020. Adoption will be on a prospective basis for policies issued on or after the adoption date, therefore, we expect no impact to surplus upon adoption.

In March 2017, the NAIC made substantive revisions to SSAP No. 69 – Statement of Cash Flow to adopt ASU 2016-15 Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments as issued by the FASB, without modifications. The revisions clarified the classification of eight specific cash flow issues with the objective of reducing diversity in practice. The amendment is to be applied retrospectively, effective for fiscal years beginning after December 15, 2018 and interim periods within those years. Early adoption is permitted. The Company will adopt the amendment in 2019 and is currently assessing the impact of these revisions on its financial statements.

In August 2017, the NAIC adopted non-substantive revisions to SSAP No. 69 – Statement of Cash Flow to adopt ASU 2016-18 Statement of Cash Flows: Restricted Cash as issued by the FASB. The revision clarifies that restricted cash and cash equivalents shall not be reported as operating, investing or financing activities, but shall be reported with cash and cash equivalents when reconciling beginning and ending amounts on the cash flow statement. A consequential change was incorporated in SSAP No. 1 – Accounting Policies, Risks & Uncertainties and Other Disclosures to ensure information on restricted cash, cash equivalents and short-term investments is reported in the restricted asset disclosure. The revision is effective December 31, 2019, to be adopted retrospectively to allow for comparative cash flow statements. Early adoption is permitted. The Company will adopt the amendment in 2019 and is currently assessing the impact of these revisions on its financial statements.

In November 2018, the NAIC made non-substantive revisions to SSAP No. 86, Derivatives to incorporate hedge documentation and assessment efficiencies from ASU 2017-12 Targeted Improvements to Accounting for Hedging Activities as issued by FASB. The revisions will allow companies to perform subsequent assessments of hedge effectiveness qualitatively if certain conditions are met, allow companies more time to perform the initial quantitative hedge effectiveness assessment and clarify that companies may apply the “criterial terms match” method for a group of forecasted transactions if they meet the requirements. The revisions are effective beginning January 1, 2019 and early adoption is permitted. The Company will adopt the amendment in 2019 and is currently assessing the impact of these revisions on its financial statements.

F-14

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

4. Accounting Changes - (continued)

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, 2018, 2017 and 2016.

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, 2018:
U.S. government and agencies	$	3,052	$	123	$	(16	)	$	3,159
States and political subdivisions		2,272		297		(13	)		2,556
Foreign governments		2,370		54		(12	)		2,412
Corporate bonds		31,188		1,749		(832	)		32,105
Mortgage-backed and asset-backed securities		5,674		249		(106	)		5,817
Total bonds	$	44,556	$	2,472	$	(979	)	$	46,049
December 31, 2017:
U.S. government and agencies	$	5,382	$	153	$	(78	)	$	5,457
States and political subdivisions		2,713		548		(3	)		3,258
Foreign governments		2,467		87		(17	)		2,537
Corporate bonds		31,028		3,455		(77	)		34,406
Mortgage-backed and asset-backed securities		6,380		430		(28	)		6,782
Total bonds	$	47,970	$	4,673	$	(203	)	$	52,440

A summary of the carrying value and fair value of the Company’s investments in bonds at December 31, 2018, by contractual maturity, is as follows:

	Carrying Value		Fair Value
	(in millions)
Due in one year or less	$	930	$	932
Due after one year through five years		4,914		4,923
Due after five years through ten years		7,546		7,628
Due after ten years		25,492		26,749
Mortgage-backed and asset-backed securities		5,674		5,817
Total	$	44,556	$	46,049

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.

F-15

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

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:

	December 31,
	2018		2017
	(in millions)
At fair value:
Bonds and cash pledged in support of over-the-counter derivative instruments	$	265	$	135
Bonds and cash pledged in support of exchange-traded futures		362		364
Bonds and cash pledged in support of cleared interest rate swaps		337		192
Total fair value	$	964	$	691
At carrying value:
Bonds on deposit with government authorities	$	14	$	16
Mortgage loans pledged in support of real estate		-		2
Bonds held in trust		93		93
Pledged collateral under reinsurance agreements		2,508		4,187
Total carrying value	$	2,615	$	4,298

At December 31, 2018 and 2017, the Company held below investment grade corporate bonds of $2,856 million and $2,238 million, with an aggregate fair value of $2,830 million and $2,412 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. Impairment is considered to have occurred, based on management’s judgment, when it is deemed probable that the Company will not be able to collect all amounts due according to the debt security’s contractual terms. 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 book value 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.

F-16

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

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 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 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 for loan-backed and structured securities:

Year Ended December 31, 2018

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair Value
	$	-	$	-	$	-	$	-	$	-
		-		-		-		-		-
		-		-		-		-		-
Total	$	-	$	-	$	-	$	-	$	-

Year Ended December 31, 2017

CUSIP#	CV Before OTTI		NPV of Projected CFs		Credit OTTI Recognized in Loss		CV After OTTI		Fair Value
671451CZ0	$	2	$	-	$	2	$	-	$	-
		-		-		-		-		-
		-		-		-		-		-
Total	$	2	$	-	$	2	$	-	$	-

When a decline in fair value is other-than-temporary, an impairment loss is recognized as a realized loss equal to the entire difference between the bond’s carrying value or amortized cost and its fair value.

F-17

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, 2018:
U.S. government and agencies	$	384	$	(2	)	$	205	$	(14	)	$	589	$	(16	)
States and political subdivisions		199		(5	)		113		(8	)		312		(13	)
Foreign governments		10		-			75		(12	)		85		(12	)
Corporate bonds		14,077		(583	)		3,429		(249	)		17,506		(832	)
Mortgage-backed and asset-backed securities		1,769		(51	)		967		(55	)		2,736		(106	)
Total	$	16,439	$	(641	)	$	4,789	$	(338	)	$	21,228	$	(979	)
	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, 2017:
U.S. government and agencies	$	2,805	$	(18	)	$	1,137	$	(60	)	$	3,942	$	(78	)
States and political subdivisions		45		-			62		(3	)		107		(3	)
Foreign governments		27		-			43		(17	)		70		(17	)
Corporate bonds		2,028		(14	)		2,534		(63	)		4,562		(77	)
Mortgage-backed and asset-backed securities		540		(3	)		772		(25	)		1,312		(28	)
Total	$	5,445	$	(35	)	$	4,548	$	(168	)	$	9,993	$	(203	)

At December 31, 2018 and 2017, there were 1,383 and 483 bonds that had a gross unrealized loss, of which the single largest unrealized loss was $43 million and $40 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, 2018, 2017 and 2016, realized capital losses include $72 million, $3 million, and $61 million related to bonds that have experienced an other-than-temporary decline in value and were comprised of 21, 4, and 8 securities, respectively.

The total recorded investment in restructured corporate bonds at December 31, 2018, 2017 and 2016 was $0 million, $3 million, and $16 million, respectively. There were 1, 1, and 2 restructured corporate bonds for which an impairment was recognized during 2018, 2017 and 2016, respectively. The Company accrues interest income on impaired securities to the

F-18

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

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 sales of investments in bonds resulted in the following:

	Years Ended December 31,
	2018			2017			2016
	(in millions)
Proceeds	$	28,102		$	17,663		$	20,018
Realized gross gains		729			557			524
Realized gross losses		(407	)		(33	)		(112	)

The Company had no nonadmitted accrued investment income from bonds (unaffiliated) at December 31, 2018 and 2017.

Affiliate Transactions

In 2018, the Company sold certain bonds to an affiliate, Manulife Reinsurance Bermuda Limited (“MRBL”). These bonds had a book value of $449 million and fair value of $501 million. The Company recognized $52 million in pre-tax realized gains before transfer to the IMR.

In 2018, the Company sold certain bonds to an affiliate, JHNY. These bonds had a book value of $293 million and fair value of $313 million. The Company recognized $20 million in pre-tax realized gains before transfer to the IMR.

In 2018, the Company sold certain bonds and stocks to an affiliate, John Hancock Funding Company LLC, (“JHFLLC”). These bonds and stocks had a book value of $53 million and fair value of $53 million. The Company did not recognize any pre-tax realized gains before transfer to the IMR.

In 2018, the Company acquired at fair value, certain bonds from an affiliate, JHNY, for $647 million.

In 2018, the Company acquired at fair value, certain bonds from an affiliate, JHLH, for $48 million.

In 2017, the Company sold certain private placements to an affiliate, The Manufacturers Life Insurance Company Bermuda Branch (“MLI Bermuda”). These private placements had a book value of $208 million and fair value of $226 million. The Company recognized $18 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company sold certain bonds to an affiliate, MRBL. These bonds had a book value of $204 million and fair value of $227 million. The Company recognized $23 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company sold certain bonds to an affiliate, JHLH. These bonds had a book value of $263 million and fair value of $304 million. The Company recognized $41 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company sold certain bonds to an affiliate, John Hancock Reassurance Company Limited (“JHRECO”). These bonds had a book value of $172 million and fair value of $200 million. The Company recognized $28 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company sold certain bonds to its indirect parent, MLI. These bonds had a book value of $448 million and fair value of $521 million. The Company recognized $73 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company sold certain bonds to an affiliate, Manulife Securities Ltd Partner (“MSLP”). These bonds had a book value of $412 million and fair value of $435 million. The Company recognized $23 million in pre-tax realized gains before transfer to the IMR.

In 2017, the Company acquired at fair value, certain bonds from an affiliate, JHLH, for $177 million.

F-19

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

In 2017, the Company acquired at fair value, certain bonds from an affiliate, MRBL, for $100 million.

In 2016, the Company transferred certain bonds to an affiliate, JHRECO, in lieu of a reinsurance cash settlement. These bonds had a book value of $676 million and fair value of $751 million. The Company recognized $75 million in pre-tax realized gains before transfer to the IMR.

In 2016, the Company sold certain bonds to an affiliate, Manulife Financial Singapore (“MLS”). These bonds had a book value of $93 million and fair value of $100 million. The Company recognized $7 million in pre-tax realized gains before transfer to the IMR.

In 2016, the Company sold certain bonds to an affiliate, Manubank (“MB”). These bonds had a book value of $12 million and fair value of $12 million. The Company did not recognize any pre-tax realized gains or losses before transfer to the IMR.

In 2016, the Company sold certain bonds to an affiliate Manulife International Ltd (“MIL”). These bonds had a book value of $67 million and fair value of $75 million. The Company recognized $8 million in pre-tax realized gains before transfer to the IMR.

In 2016, the Company sold certain bonds to an affiliate MLRL. These bonds had a book value of $25 million and fair value of $29 million. The Company recognized $4 million in pre-tax realized gains before transfer to the IMR.

In 2016, the Company sold certain bonds to an affiliate Manulife Reinsurance Ltd Partner (“MRLP”). These bonds had a book value of $211 million and fair value of $221 million. The Company recognized $10 million in pre-tax realized gains before transfer to the IMR.

In 2016, the Company received, at fair value, certain bonds from an affiliate, JHNY in lieu of reinsurance cash settlement, for $26 million.

In 2016, the Company acquired, at fair value, certain bonds from an affiliate, JHNY, for $343 million.

In 2016, the Company acquired, at fair value, certain bonds from an affiliate, MIL, for $60 million.

In 2016, the Company acquired, at fair value, certain bonds from an affiliate, MLRL, for $29 million.

In 2016, the Company acquired, at fair value, certain bonds from an affiliate, MLS, for $21 million.

In 2016, the Company acquired, at fair value, certain bonds from an affiliate, JHLH, for $140 million.

F-20

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Preferred and Common Stocks

Cost and fair value of the Company’s investments in preferred and common stocks are summarized as follow:

	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
December 31, 2018:
Preferred stocks:
Nonaffiliated	$	14	$	1	$	-		$	15
Affiliates		-		-		-			-
Common stocks:
Nonaffiliated		791		157		(30	)		918
Affiliates*		1,589		1,324		-			2,913
Total stocks	$	2,394	$	1,482	$	(30)		$	3,846
	Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(in millions)
December 31, 2017:
Preferred stocks:
Nonaffiliated	$	11	$	3	$	-		$	14
Affiliates		-		-		-			-
Common stocks:
Nonaffiliated		1,131		235		(12	)		1,354
Affiliates*		1,589		971		-			2,560
Total stocks	$	2,731	$	1,209	$	(12)		$	3,928
*Affiliates - fair value represents the carrying value

At December 31, 2018 and 2017, there were 309 and 136 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, 2018 and 2017, 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, 2018, 2017 and 2016, realized capital losses include $11 million, $2 million, and $24 million related to preferred and common stocks that have experienced an other-than-temporary decline in value and were comprised of 95, 81, and 108 securities, respectively. These are primarily made up of impairments on public and private common stocks.

F-21

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Affiliate Transactions

In 2018, the Company sold certain common stocks to an affiliate, MRBL. These stocks had a book value of $264 million and fair value of $306 million. The Company recognized $42 million in pre-tax realized gains.

In 2017, the Company acquired at fair value, certain common stocks from an affiliate, JHLH, for $43 million.

Mortgage Loans on Real Estate

At December 31, 2018 and 2017, 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, 2018:

Property Type	Carrying Value			Geographic Concentration	Carrying Value
	(in millions)				(in millions)
Apartments	$	2,828		East North Central	$	1,523
Industrial		1,020		East South Central		253
Office buildings		3,241		Middle Atlantic		1,936
Retail		3,406		Mountain		516
Agricultural		133		New England		642
Agribusiness		247		Pacific		3,823
Mixed use		7		South Atlantic		2,367
Other		1,226		West North Central		336
Allowance		(23	)	West South Central		709
				Canada / Other		3
				Allowance		(23	)
Total mortgage loans on real estate	$	12,085		Total mortgage loans on real estate	$	12,085

December 31, 2017:

Property Type	Carrying Value			Geographic Concentration	Carrying Value
	(in millions)				(in millions)
Apartments	$	2,560		East North Central	$	1,574
Industrial		907		East South Central		187
Office buildings		3,168		Middle Atlantic		1,868
Retail		3,652		Mountain		527
Agricultural		139		New England		579
Agribusiness		303		Pacific		3,604
Mixed use		22		South Atlantic		2,449
Other		1,163		West North Central		384
Allowance		(14	)	West South Central		660
				Canada / Other		82
				Allowance		(14	)
Total mortgage loans on real estate	$	11,900		Total mortgage loans on real estate	$	11,900

The aggregate mortgages outstanding to any one borrower do not exceed $425 million.

During 2018, the respective maximum and minimum lending rates for mortgage loans issued were 0.00% and 0.00% for agricultural loans and 8.30% and 3.26% for commercial loans. The Company issued no purchase money mortgages in 2018 and 2017. At the issuance of a loan, the percentage of any one loan to value of security, exclusive of insured, guaranteed, or

F-22

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

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, 2018, 2017 and 2016, respectively. The average recorded investment in impaired loans was $56 million, $31 million, and $25 million at December 31, 2018, 2017 and 2016, respectively. The Company recognized $4 million, $0 million, and $1 million of interest income during the period the loans were impaired for the years ended December 31, 2018, 2017 and 2016, respectively.

The following table shows the age analysis of mortgage loans aggregated by type:

	Farm		Residential		Commercial		Mezzanine		Total
	(in millions)
December 31, 2018:
Recorded Investment
Current	$	380	$	-	$	11,707	$	21	$	12,108
30 - 59 Days Past Due		-		-		-		-		-
60 - 89 Days Past Due		-		-		-		-		-
90 - 179 Days Past Due		-		-		-		-		-
180 + Days Past Due		-		-		-		-		-
December 31, 2017:
Recorded Investment
Current	$	442	$	-	$	11,472	$	-	$	11,914
30 - 59 Days Past Due		-		-		-		-		-
60 - 89 Days Past Due		-		-		-		-		-
90 - 179 Days Past Due		-		-		-		-		-
180 + Days Past Due		-		-		-		-		-

The Company had no recorded investment of mortgage loans 90 to 179 days or 180 days or greater past due still accruing interest or where interest has been reduced in 2018 and 2017. The Company was not a participant or co-lender in a mortgage loan agreement in 2018 and 2017.

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.

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,
	2018		2017
	(in millions)
AAA	$	279	$	250
AA		2,814		2,842
A		5,505		5,585
BBB		3,370		3,095
BB		61		98
B and lower and unrated		56		30
Total	$	12,085	$	11,900

F-23

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Affiliate Transactions

In 2018, the Company sold certain mortgages to an affiliate, JHLH. These mortgages had a book value of $8 million and fair value of $8 million at the date of the transaction. The Company recognized $0 million in pre-tax realized losses before transfer to the IMR.

In 2018, the Company acquired, at fair value, certain mortgages from an affiliate, JHNY, for $105 million.

In 2018, the Company acquired, at fair value, certain mortgages from an affiliate, JHLH, for $29 million.

In 2017, the Company transferred two mortgages to an affiliate, Clarendon Real Estate, LLC (“CRE LLC”). The mortgages had a book value of $7 million and fair value of $7 million at the date of the transaction. The Company did not recognize any pre-tax realized gains or losses before transfer to the IMR.

Real Estate

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

	December 31,
	2018			2017
	(in millions)
Properties occupied by the company	$	236		$	396
Properties held for the production of income		4,730			6,086
Properties held for sale		-			-
Less accumulated depreciation		(953	)		(760	)
Total	$	4,013		$	5,722

The Company recorded $0 million, $0 million, and $38 million of impairments on real estate investments during the years ended December 31, 2018, 2017 and 2016, respectively.

Affiliate Transactions

In 2018, the Company entered into a joint venture arrangement with the University of California Board of Regents (“UC”). As part of this arrangement, the Company sold six U.S. commercial real estate properties and one other invested asset with the characteristics of real estate to Broadway Green LLC, Broadway Wacker LLC and Broadway Congress LLC, all joint venture entities formed by UC. The Company provides management services to these joint ventures and owns 10% of their equity. The real estate properties had a book value of $728 million and fair value of $985 million which resulted in pre-tax realized gains to operations of $231 million (after 10% deferral of realized gain).

In 2017, the Company entered into an arrangement to sell four real estate properties to Hancock U.S Real Estate Fund, LP. These properties had a book value of $325 million and fair value of $471 million, resulting in pre-tax realized gains of $135 million and a deferred gain of $10 million. As part of this arrangement, the Company also committed approximately $44 million for an 11.7% equity interest in the fund.

On May 20, 2016, the Company entered into an arrangement to sell three real estate properties to Manulife U.S. Real Estate Investment Trust (“REIT”) for $777 million. These properties had a book value of $524 million and fair value of $769 million. Approximately 62% of the $245 million gain from operations was ceded to an affiliate reinsurer. The Company recognized an after-tax gain, after reinsurance of $60 million.

F-24

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

Other Invested Assets

The Company had no investments in partnerships or LLCs that exceed 10% of its admitted assets at December 31, 2018 and 2017.

Other invested assets primarily consist of investments in partnerships and LLCs. The Company recorded $39 million, $0 million, and $99 million of impairments on partnerships and LLCs during the years ended December 31, 2018, 2017 and 2016, respectively. These impairments are based on significant judgement by the Company in determining whether the objective evidence of other-than-temporary impairment exists. The Company considers relevant facts and circumstances in evaluating whether the impairment of an other invested asset 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 investee; (3) the Company’s ability and intent to hold the other invested asset until it recovers. To the extent the Company determines that an other invested asset is deemed to be other-than-temporarily impaired, the difference between book and fair value would be charged to income.

Affiliate Transactions

In 2018, the Company entered into an agreement to launch John Hancock Infrastructure Fund, LP (the “Fund”), a closed-end pooled fund that will offer investors the opportunity to invest alongside the Company in a targeted infrastructure strategy focused primarily on U.S investments. The fund was seeded with the partial sale of 9 assets owned by the Company. The assets sold had a book value of $1,045 million and fair value of $1,094 million which resulted in a gain to operations of $49 million.

In 2018, the Company acquired at fair value, certain other invested assets from an affiliate, JHNY, for $4 million.

In 2018, the Company acquired at fair value, certain other invested assets from an affiliate, JHLH, for $9 million.

In 2018, the Company acquired at fair value, certain other invested assets from an affiliate, John Hancock Partnership Holdings I (“JHPH I”), for $39 million.

In 2018, the Company acquired at fair value, certain other invested assets from an affiliate, John Hancock Partnership Holdings II (“JHPH II”), for $39 million.

In 2018, the Company acquired at fair value, certain other invested assets from an affiliate, JHFLLC, for $6 million.

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, 2018 or 2017.

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

F-25

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

5. Investments - (continued)

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, 2018 and 2017, respectively. For such agreements, the Company agrees to a specified term, price, and interest rate through the date of the repurchase.

The Company established a facility with an affiliate, MRBL whereby cash collateral can be received under a repurchase agreement program. There was no repurchase agreement activity in 2018 and 2017.

For securities lending transactions, the Company’s policy is to require a minimum of 102% of the fair value of securities loaned to be maintained as collateral. Positions are marked to market and adjusted on a daily basis to ensure the 102% margin requirement is maintained. There were no securities on loan as of December 31, 2018 or 2017.

F-26

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:

	2018			2017			2016
	(in millions)
Income:
Bonds	$	2,279		$	2,146		$	2,232
Preferred stocks		-			-			-
Common stocks		126			23			225
Mortgage loans on real estate		594			610			609
Real estate		638			704			762
Policy loans		175			176			167
Cash, cash equivalents and short-term investments		38			33			18
Other invested assets		1,069			1,014			506
Derivatives		427			483			594
Other income		(21	)		12			30
Total investment income		5,325			5,201			5,143
Expenses
Investment expenses		(424	)		(509	)		(529	)
Investment taxes, licenses and fees, excluding federal income taxes		(76	)		(93	)		(94	)
Investment interest expense		(48	)		(50	)		(82	)
Depreciation on real estate and other invested assets		(112	)		(123	)		(130	)
Total investment expenses		(660	)		(775	)		(835	)
Net investment income	$	4,665		$	4,426		$	4,308

Realized capital gains (losses) and amounts transferred to the IMR are as follows:

	2018			2017			2016
	(in millions)
Realized capital gains (losses)	$	730		$	722		$	(494	)
Less amount transferred to the IMR (net of related tax benefit (expense) of $2 in 2018, $(475) in 2017, and $31 in 2016)		(6	)		882			(57	)
Realized capital gains (losses) before tax		736			(160	)		(437	)
Less federal income taxes on realized capital gains (losses) before effect of transfer to the IMR		396			243			496
Net realized capital gains (losses)	$	340		$	(403	)	$	(933	)

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-27

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

Over-the-counter (“OTC”) bilateral 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 OTC 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.

Swaptions are contractual agreements whereby the holder has the right, but not obligation, to enter into a given swap agreement on a specified future date.

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, swaptions, 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 cash flow and fair value hedge accounting relationships. These derivatives hedge the variable cash flows associated with certain floating-rate bonds, as well as, future fixed income asset acquisitions, which will support the Company’s long-term care and life insurance businesses. These derivatives 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. For its fair value hedging relationships, the Company uses interest rate swap agreements and interest rate treasury locks to hedge the risk of changes in fair value of existing fixed rate assets and liabilities arising from changes in benchmark interest rates.

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-28

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

The Company also uses interest rate floors and swaptions 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 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-29

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, 2018
		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	$	1,919	$	-	$	-	$	259	$	98
	Foreign currency swaps		17		-		3		-		5
Cash flow hedges	Interest rate swaps		6,987		-		-		484		362
	Foreign currency swaps		421		61		-		55		-
	Foreign currency forwards		66		-		-		-		7
	Interest rate treasury locks		1,351		-		-		27		12
	Equity total return swaps		32		-		-		-		6
Total Derivatives in Effective Hedge Accounting Relationships		$	10,793	$	61	$	3	$	825	$	490
Other Hedging Relationships
	Interest rate swaps	$	137,873	$	7,336	$	3,287	$	7,336	$	3,287
	Interest rate treasury locks		11,980		277		77		277		77
	Interest rate options		8,574		230		-		230		-
	Interest rate futures		7,977		-		-		-		-
	Foreign currency swaps		1,439		341		269		341		269
	Foreign currency forwards		718		19		14		19		14
	Foreign currency futures		1,040		-		-		-		-
	Equity total return swaps		394		11		10		11		10
	Equity index options		4,818		236		59		236		59
	Equity index futures		4,178		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	178,991	$	8,450	$	3,716	$	8,450	$	3,716
Replication Synthetic Asset Transactions
	Interest rate swaps	$	3,135	$	-	$	-	$	19	$	188
	Credit default swaps		-		-		-		-		-
Total Derivatives in Replication Synthetic Asset Transactions		$	3,135	$	-	$	-	$	19	$	188
Total Derivatives		$	192,919	$	8,511	$	3,719	$	9,294	$	4,394

F-30

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

		December 31, 2017
		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	$	1,870	$	-	$	2	$	308	$	128
	Foreign currency swaps		45		-		9		-		15
Cash flow hedges	Interest rate swaps		8,116		-		-		896		283
	Foreign currency swaps		1,549		78		45		295		268
	Foreign currency forwards		132		-		-		-		3
	Interest rate treasury locks		880		-		-		58		-
	Equity total return swaps		36		-		-		9		-
Total Derivatives in Effective Hedge Accounting Relationships		$	12,628	$	78	$	56	$	1,566	$	697
Other Hedging Relationships
	Interest rate swaps	$	121,799	$	8,284	$	4,041	$	8,284	$	4,041
	Interest rate treasury locks		10,728		630		13		630		13
	Interest rate options		8,014		247		-		247		-
	Interest rate futures		7,453		-		-		-		-
	Foreign currency swaps		322		57		13		57		13
	Foreign currency forwards		535		2		5		2		5
	Foreign currency futures		991		-		-		-		-
	Equity total return swaps		100		20		-		20		-
	Equity index options		4,113		319		1		319		1
	Equity index futures		5,372		-		-		-		-
	Credit default swaps		-		-		-		-		-
Total Derivatives in Other Hedging Relationships		$	159,427	$	9,559	$	4,073	$	9,559	$	4,073
Replication Synthetic Asset Transactions
	Interest rate swaps	$	3,135	$	-	$	-	$	98	$	102
	Credit default swaps		30		-		-		-		-
Total Derivatives in Replication Synthetic Asset Transactions		$	3,165	$	-	$	-	$	98	$	102
Total Derivatives		$	175,220	$	9,637	$	4,129	$	11,223	$	4,872

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, 2018, 2017 and 2016, respectively, the Company recorded unrealized gains (losses) of $231 million, $402 million, and $436 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 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-31

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.

For the year ended December 31, 2018, 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 28 years.

Derivatives Not Designated as Hedging Instruments 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), currency futures, total return swaps, equity index options, swaptions 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 futures and interest rate swaps, 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-32

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

For the years ended December 31, 2018, 2017 and 2016 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,
	2018			2017			2016
	(in millions)
Other Hedging Relationships
Net unrealized capital gain (loss):
Interest rate swaps	$	(193	)	$	(805	)	$	773
Interest rate treasury locks		(417	)		841			(435	)
Interest rate options		(35	)		(73	)		(8	)
Interest rate futures		212			-			-
Foreign currency swaps		-			6			(31	)
Foreign currency forwards		6			(11	)		-
Foreign currency futures		(11	)		-			-
Equity total return swaps		9			3			(4	)
Equity index options		(133	)		102			68
Equity index futures		121			-			-
Credit default swaps		-			-			-
Commodity futures		-			-			-
Total net unrealized capital gain (loss)	$	(441	)	$	63		$	363
Net realized capital gain (loss):
Interest rate swaps	$	(225	)	$	874		$	(490	)
Interest rate treasury locks		43			34			342
Interest rate options		(5	)		(3	)		-
Interest rate futures		(411	)		273			(23	)
Foreign currency swaps		4			4			3
Foreign currency forwards		(16	)		16			24
Foreign currency futures		61			(111	)		94
Equity total return swaps		(2	)		(9	)		(9	)
Equity index options		49			22			(98	)
Equity index futures		157			(1,104)			(1,007	)
Credit default swaps		-			-			-
Commodity futures		-			-			-
Total net realized capital gain (loss)	$	(345	)	$	(4	)	$	(1,164	)
Total gain (loss) from derivatives in other hedging relationships	$	(786	)	$	59		$	(801	)

The table above does not include unrealized gains (losses) of ($28) million, $9 million, $11 million and realized gains (losses) of $12 million, $12 million and $6 million for the years ended December 31, 2018, 2017 and 2016, respectively. These gains (losses) represent a portion of equity total return swaps used to hedge restricted share units, but that are no longer in an effective accounting hedge relationship. The gains (losses) are recorded in the General Insurance Expenses line in the Statement of Operations.

The Company also deferred net realized gains (losses) of ($229) million, $872 million, and ($526) million (including ($226) million, $874 million, and ($490) million of gains (losses) for derivatives in other hedging relationships, respectively) related to interest rates for the years ended December 31, 2018, 2017 and 2016, respectively. Deferred net realized gains and losses are reported in IMR and amortized over the remaining period to expiration date.

F-33

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

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.

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, 2018 and 2017, respectively

	December 31, 2018						December 31, 2017
	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	$	-	$	-		-	$	10	$	-		1
AA		-		-		-		10		-		-
A		-		-		-		10		-		1
BBB		-		-		-		-		-		-
Total CDS protection sold	$	-	$	-			$	30	$	-

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, 2018 and 2017. The average credit rating of the counterparties guaranteeing the underlying credits is A and the weighted average maturity is 0 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, 2018 and 2017, the Company accepted collateral consisting of cash of $1,559 million and $1,973 million, and various securities with a fair value of $3,280 million and $4,360 million, respectively, which is held in separate custodial accounts and not reflected within these financial statements. 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

F-34

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

6. Derivatives - (continued)

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.

Financing Premiums

The following table presents the Company’s aggregate, non-discounted total premium cost for derivative contracts with financing premiums and the premium cost due in each of the following four years, and thereafter.

Fiscal Year	Derivative Premium Payments Due
	(in millions)
2018	$	-
2019		66
2020		-
2021		-
Thereafter		-
Total Future Settled Premiums	$	66

	Undiscounted Future Premium Commitments		Derivative Fair  Value With Premium Commitments			Derivative Fair  Value Excluding Impact of Future Settled Premiums
			(in millions)
Prior Year	$	40	$	32		$	71
Current Year	$	66	$	(48	)	$	17

Transactions with Affiliates

The Company has entered into a currency swap agreement with JHFC which was recorded at fair value. JHFC utilizes the currency swap to hedge currency exposure on foreign currency financial instruments. The Company has also entered into currency swap agreements with external counterparties which offset the currency swap agreement with JHFC. As of December 31, 2018 and 2017, the currency swap agreements with JHFC and the external counterparties had offsetting fair values of $266 million and $261 million, respectively.

The Company has entered into equity total return swap agreements with MLI which are recorded at fair value. JHUSA utilizes the equity total return swaps to hedge equity exposure on restricted share units (“RSU”). As of December 31, 2018 and 2017, the equity total return swap agreements with MLI had a fair value of ($14) million and $30 million.

In 2017, the Company repositioned interest rate swaps supporting affiliate reinsurance with John Hancock Reassurance Company Limited. The transaction resulted in a pre-tax gain of $24 million and a post-tax increase to surplus of $16 million, net of amounts transferred to the interest maintenance reserve (IMR) and ceded to the affiliate reinsurer.

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 as follows:

F-35

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

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. Fair value of commercial mortgages is derived through an internal valuation methodology using both observable and unobservable inputs. Unobservable inputs include credit assumptions and liquidity spread adjustments. Fair value of fixed-rate residential mortgages is determined using the discounted cash flow method. Inputs used for valuation are primarily comprised of prevailing interest rates and prepayment rates, if applicable. Fair value of variable-rate residential mortgages is assumed to be their carrying value.

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 consist 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 and supplementary contracts without life contingencies. The fair values associated with the term certain contracts 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. Effective December 31, 2016, fair value disclosure is no longer required 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 and provides no additional disclosure value.

Consumer Notes – The fair value of consumer notes is determined by projecting cash flows and using a spread assumption associated with the specific risks in the Signature Note contracts. The spread is calculated by taking the difference between the contractual crediting rate and the yield curve as of the issue date of each Signature Note. The calculated spread is added to the yield curve as of each future valuation date to determine the fair value of the Signature Notes.

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 reflecting market transactions. Level 1 assets primarily include exchange traded equity securities and certain separate account assets.

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

• Level 2 – Fair value measurements using inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in inactive markets, inputs that are observable that are not prices (such as interest rates, credit risks, etc.), and inputs that are derived from or corroborated by observable market data. Most bonds are classified within Level 2. Also, included in the Level 2 category are certain separate account assets and derivative assets and liabilities.

• 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.

Determination of Fair Value

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction (not a forced liquidation or distress sale) between market participants at the measurement date, that is, an exit value.

When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair value is typically based upon alternative valuation techniques such as discounted cash flows, matrix pricing, consensus pricing services and other techniques. Broker quotes are generally used when external public vendor prices are not available.

The Company has a process in place that includes a review of price movements relative to the market, a comparison of prices between vendors, and a comparison to internal matrix pricing which uses predominately external observable data. Judgement is applied in adjusting external observable data for items including liquidity and credit factors.

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.

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, that 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

F-37

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

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-38

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, 2018
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3		Net Asset Value (NAV)
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	31	$	31	$	-	$	25	$	6	$	-
Loan-backed and structured securities		-		-		-		-		-		-
Total bonds with NAIC 6 rating		31		31		-		25		6		-
Preferred stocks:
Industrial and misc		3		3		-		-		3		-
Total preferred stocks		3		3		-		-		3		-
Common stocks:
Industrial and misc		918		918		807		-		111		-
Total common stocks		918		918		807		-		111		-
Derivatives:
Interest rate swaps		7,336		7,336		-		7,336		-		-
Interest rate treasury locks		277		277		-		12		265		-
Interest rate options		230		230		-		91		139		-
Interest rate futures		-		-		-		-		-		-
Foreign currency swaps		341		341		-		341		-		-
Foreign currency forwards		19		19		-		19		-		-
Foreign currency futures		-		-		-		-		-		-
Equity total return swaps		11		11		-		-		11		-
Equity index options		236		236		-		236		-		-
Equity index futures		-		-		-		-		-		-
Credit default swaps		-		-		-		-		-		-
Total derivatives		8,450		8,450		-		8,035		415		-
Assets held in separate accounts		124,131		124,131		119,774		2,553		1,804		-
Total assets	$	133,533	$	133,533	$	120,581	$	10,613	$	2,339	$	-
Liabilities:
Derivatives:
Interest rate swaps	$	3,287	$	3,287	$	-	$	3,232	$	55	$	-
Interest rate treasury locks		77		77		-		17		60		-
Interest rate options		-		-		-		-		-		-
Interest rate futures		-		-		-		-		-		-
Foreign currency swaps		269		269		-		269		-		-
Foreign currency forwards		14		14		-		14		-		-
Foreign currency futures		-		-		-		-		-		-
Equity total return swaps		10		10		-		-		10		-
Equity index options		59		59		-		59		-		-
Equity index futures		-		-		-		-		-		-
Credit default swaps		-		-		-		-		-		-
Total derivatives		3,716		3,716		-		3,591		125		-
Liabilities held in separate accounts		124,131		124,131		119,774		2,553		1,804		-
Total liabilities	$	127,847	$	127,847	$	119,774	$	6,144	$	1,929	$	-

F-39

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

	December 31, 2017
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3		Net Asset Value (NAV)
	(in millions)
Assets:
Bond with NAIC 6 rating:
Industrial and misc	$	22	$	22	$	-	$	12	$	10	$	-
Loan-backed and structured securities		6		6		-		-		6		-
Total bonds with NAIC 6 rating		28		28		-		12		16		-
Preferred stocks:
Industrial and misc		-		-		-		-		-		-
Total preferred stocks		-		-		-		-		-		-
Common stocks:
Industrial and misc		1,354		1,354		1,220		-		134		-
Total common stocks		1,354		1,354		1,220		-		134		-
Derivatives:
Interest rate swaps		8,284		8,284		-		8,284		-		-
Interest rate treasury locks		630		630		-		61		569		-
Interest rate options		247		247		-		67		180		-
Interest rate futures		-		-		-		-		-		-
Foreign currency swaps		57		57		-		57		-		-
Foreign currency forwards		2		2		-		2		-		-
Foreign currency futures		-		-		-		-		-		-
Equity total return swaps		20		20		-		-		20		-
Equity index options		319		319		-		319		-		-
Equity index futures		-		-		-		-		-		-
Credit default swaps		-		-		-		-		-		-
Total derivatives		9,559		9,559		-		8,790		769		-
Assets held in separate accounts		141,167		141,167		136,373		2,950		1,844		-
Total assets	$	152,108	$	152,108	$	137,593	$	11,752	$	2,763	$	-
Liabilities:
Derivatives:
Interest rate swaps	$	4,041	$	4,041	$	-	$	4,001	$	40	$	-
Interest rate treasury locks		13		13		-		12		1		-
Interest rate options		-		-		-		-		-		-
Interest rate futures		-		-		-		-		-		-
Foreign currency swaps		13		13		-		13		-		-
Foreign currency forwards		5		5		-		5		-		-
Foreign currency futures		-		-		-		-		-		-
Equity total return swaps		-		-		-		-		-		-
Equity index options		1		1		-		1		-		-
Equity index futures		-		-		-		-		-		-
Credit default swaps		-		-		-		-		-		-
Total derivatives		4,073		4,073		-		4,032		41		-
Liabilities held in separate accounts		141,167		141,167		136,373		2,950		1,844		-
Total liabilities	$	145,240	$	145,240	$	136,373	$	6,982	$	1,885	$	-

F-40

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, 2018
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	44,525	$	43,579	$	-	$	40,875	$	2,704
Preferred stocks		11		12		-		-		12
Mortgage loans on real estate		12,085		12,199		-		-		12,199
Cash, cash equivalents and short term investments		2,988		2,988		2,381		607		-
Policy loans		2,788		2,788		-		2,788		-
Derivatives in effective hedge accounting and RSAT relationships		61		844		-		816		28
Total assets	$	62,458	$	62,410	$	2,381	$	45,086	$	14,943
Liabilities:
Consumer notes	$	154	$	176	$	-	$	-	$	176
Borrowed money		-		-		-		-		-
Policy reserves		1,322		1,306		-		-		1,306
Policyholders’ and beneficiaries funds		796		961		-		961		-
Derivatives in effective hedge accounting and RSAT relationships		3		678		-		438		240
Total liabilities	$	2,275	$	3,121	$	-	$	1,399	$	1,722

	December 31, 2017
	Carrying Value		Total Fair Value		Level 1		Level 2		Level 3
	(in millions)
Assets:
Bonds (1)	$	47,942	$	49,997	$	-	$	47,017	$	2,980
Preferred stocks		11		14		-		-		14
Mortgage loans on real estate		11,900		12,759		-		-		12,759
Cash, cash equivalents and short term investments		4,131		4,131		3,065		1,066		-
Policy loans		2,726		2,726		-		2,726		-
Derivatives in effective hedge accounting and RSAT relationships		78		1,664		-		1,596		68
Total assets	$	66,788	$	71,291	$	3,065	$	52,405	$	15,821
Liabilities:
Consumer notes	$	197	$	226	$	-	$	-	$	226
Borrowed money		-		-		-		-		-
Policy reserves		1,364		1,354		-		-		1,354
Policyholders’ and beneficiaries funds		937		1,136		-		1,136		-
Derivatives in effective hedge accounting and RSAT relationships		56		799		-		618		181
Total liabilities	$	2,554	$	3,515	$	-	$	1,754	$	1,761

(1) Bonds are carried at amortized cost unless they have NAIC designation rating of 6. Fair value of bonds exclude leveraged leases of $2,439 million and $2,415 million at December 31, 2018 and 2017, respectively. The Company calculates the carrying value by accruing income at its expected internal rate of return.

F-41

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, 2018 and 2017, 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, 2018 and 2017.

F-42

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, 2018, 2017 and 2016, are summarized as follows:

	Balance at January 1, 2018		Net realized/unrealized gains (losses) included in:					Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Transfers					Balance at December 31, 2018
			Net income (1)		Surplus															Into Level 3 (3)		Out of Level 3 (3)
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	10	$	-	$	-		$	-	$	-	$	-	$	(1	)	$	-		$	-	$	(3	)	$	6
Impaired mortgage-backed and asset-backed securities		6		1		-			-		-		-		(7	)		-			-		-			-
Total bonds with NAIC 6 rating		16		1		-			-		-		-		(8	)		-			-		(3	)		6
Preferred stocks:
Industrial and misc		-		-		-			-		3		-		-			-			-		-			3
Total preferred stocks		-		-		-			-		3		-		-			-			-		-			3
Common stocks:
Industrial and misc		134		44		3			-		4		-		(76	)		-			2		-			111
Total common stocks		134		44		3			-		4		-		(76	)		-			2		-			111
Net derivatives		728		-		(389	)		-		8		-		-			(46	)		-		(11	)		290
Separate account assets/liabilities		1,844		133		-			-		42		-		(209	)		-			3		(9	)		1,804
Total	$	2,722	$	178	$	(386	)	$	-	$	57	$	-	$	(293	)	$	(46	)	$	5	$	(23	)	$	2,214

F-43

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

	Balance at January 1, 2017		Net realized/unrealized gains (losses) included in:						Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements			Transfers					Balance at December 31, 2017
			Net income (1)			Surplus															Into Level 3 (3)		Out of Level 3 (3)
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	17	$	(1	)	$	1		$	-	$	3	$	-	$	(7	)	$	-		$	-	$	(3	)	$	10
Impaired mortgage-backed and asset-backed securities		7		1			-			-		-		-		(2	)		-			-		-			6
Total bonds with NAIC 6 rating		24		-			1			-		3		-		(9	)		-			-		(3	)		16
Preferred stocks:
Industrial and misc		-		-			-			-		-		-		-			-			-		-			-
Total preferred stocks		-		-			-			-		-		-		-			-			-		-			-
Common stocks:
Industrial and misc		169		49			(24	)		-		8		-		(68	)		-			-		-			134
Total common stocks		169		49			(24	)		-		8		-		(68	)		-			-		-			134
Net derivatives		86		-			758			-		16		-		-			(59	)		-		(73	)		728
Separate account assets/liabilities		1,896		83			-			-		34		-		(164	)		-			6		(11	)		1,844
Total	$	2,175	$	132		$	735		$	-	$	61	$	-	$	(241	)	$	(59	)	$	6	$	(87	)	$	2,722

F-44

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

7. Fair Value - (continued)

	Balance at January 1, 2016		Net realized/unrealized gains (losses) included in:						Amounts credited to separate account liabilities (2)		Purchases		Issuances		Sales			Settlements		Transfers					Balance at December 31, 2016
			Net income (1)			Surplus														Into Level 3 (3)		Out of Level 3 (3)
	(in millions)
Bonds with NAIC 6 rating:
Impaired corporate bonds	$	29	$	1		$	(1	)	$	-	$	1	$	-	$	(17	)	$	-	$	4	$	-		$	17
Impaired mortgage-backed and asset-backed securities		7		1			-			-		-		-		(1	)		-		-		-			7
Total bonds with NAIC 6 rating		36		2			(1	)		-		1		-		(18	)		-		4		-			24
Preferred stocks:
Industrial and misc		-		-			-			-		-		-		-			-		-		-			-
Total preferred stocks		-		-			-			-		-		-		-			-		-		-			-
Common stocks:
Industrial and misc		110		(1	)		37			-		25		-		(2	)		-		-		-			169
Total common stocks		110		(1	)		37			-		25		-		(2	)		-		-		-			169
Net derivatives		388		-			(407	)		-		152		-		-			-		-		(47	)		86
Separate account assets/liabilities		1,965		84			-			-		46		-		(234	)		-		11		24			1,896
Total	$	2,499	$	85		$	(371	)	$	-	$	224	$	-	$	(254	)	$	-	$	15	$	(23	)	$	2,175

(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-45

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,
	2018			2017			2016
	(in millions)
Premiums earned
Direct	$	20,067		$	20,392		$	19,809
Assumed		603			605			872
Ceded		(14,854	)		(2,711	)		(7,454	)
Net	$	5,816		$	18,286		$	13,227
Benefits to policyholders ceded	$	(15,881	)	$	(16,741	)	$	(15,271	)

Reserve amounts ceded to reinsurers not authorized in the State of Michigan are mostly covered by funds withheld assets, 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, 2018, any material recoveries were collateralized or settled 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, 2018, there were no reinsurance agreements in effect such that the amount of losses paid or accrued through the statement date may result in a payment to the reinsurer of amounts which, in aggregate and allowing for offset of mutual credits from other reinsurance agreements with the same reinsurer, exceed the total direct premium collected under the reinsured policies.

As of December 31, 2018, if all reinsurance agreements were cancelled the estimated aggregate reduction in unassigned surplus is $5,586 million.

F-46

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

Non-Affiliated Reinsurance

The table below consists of the impact of the New York Life (“NYL”) Agreements:

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded	$	(219	)	$	(224	)	$	(264	)
Premiums assumed		88			91			106
Benefits ceded		(594	)		(636	)		(615	)
Benefits assumed		238			254			246
Other reinsurance receivable (payable)		-			(1	)		(2	)
Funds held by or deposited with reinsured companies		3,183			3,316			3,483

The JHLICO closed block was established upon the demutualization of JHLICO for those designated participating policies that were in-force on February 1, 2000.

Effective July 1, 2015, the Company entered into coinsurance reinsurance agreements with NYL to cede 100% quota share (“QS”) of the Company’s JHLICO Closed Block policies (“NYL 100% Coinsurance”). In addition, NYL agreed to retrocede 40% QS of the same policy risks back to the Company under a coinsurance funds withheld (“FWH”) agreement (“NYL 40% FWH Retrocession”). Collectively, these agreements are known as the NYL Agreements. The NYL 100% Coinsurance keeps the assets supporting the JHLICO Closed Block together in NYL, and the NYL 40% FWH Retrocession adjusts the net reinsurance to NYL to 60% of the JHLICO Closed Block policies at risk.

In conjunction with the NYL Agreements, the existing 100% coinsurance FWH agreement which retrocedes the JHLICO Closed Block New York business back to the Company from JHNY was recaptured. In addition, the 90% modified coinsurance FWH treaty with MRBL was also recaptured. The recaptures were necessary to complete the NYL Agreements, because the policies under these agreements are the same policies at risk under the NYL Agreements.

The table below consists of the impact of the 2018 Reinsurance Group of America (“RGA”) Agreement:

	Year ended December  31,
	2018
	(in millions)
Premiums ceded, net	$	(2,790	)
Benefits ceded, net		(134	)
Other reinsurance receivable		24
Other amounts payable on reinsurance		-

Effective July 1, 2018, the Company entered into a coinsurance agreement with RGA to cede 100% quota share (“QS”) of a significant block of individual payout annuities. The transaction was structured such that the Company transferred the policy liabilities of $2,520 million and related invested assets of $2,829 million. The Company incurred a pre-tax loss of $72 million net of realized capital gains, including a ceding commission paid of $33 million, and a decrease of $43 million to statutory surplus. Under the terms of the agreement, the Company will maintain responsibility for servicing the policies.

F-47

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The table below consists of the impact of the 2012 RGA Agreement:

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded, net	$	(2	)	$	(3	)	$	(392	)
Benefits ceded, net		(407	)		(418	)		(467	)
Other reinsurance receivable		72			68			73
Other amounts payable on reinsurance		-			-			-

Effective April 1, 2012, the Company entered into a coinsurance agreement with RGA to cede its fixed deferred annuities at 90% quota share (“QS”). Subsequently, the treaty increased to 100% QS effective February 29, 2016. The transaction was structured such that the Company transferred the actuarial liabilities and related invested assets. Under the terms of the agreement, the Company will maintain responsibility for servicing the policies.

The table below consists of the impact of the Jackson National Life Insurance Company (“Jackson’) Agreement:

	Year ended December  31,
	2018
	(in millions)
Premiums ceded, net	$	(5,317	)
Benefits ceded, net		(134	)
Funds held by or deposited with reinsured companies		-
Other reinsurance receivable		20
Other amounts payable on reinsurance		-

Effective October 1, 2018, the Company entered into 100% quota share coinsurance agreement with Jackson, a wholly-owned subsidiary of Prudential plc, to reinsure a block of legacy group pay-out annuities. The transaction was structured such that the Company transferred the policy liabilities of $4,292 million and related invested assets of $5,400 million. The Company incurred a pre-tax loss of $914 million net of realized capital gains, including a ceding commission paid of $222 million, and a decrease of $699 million to statutory surplus. Under the terms of the agreement, the Company will maintain responsibility for servicing the policies.

F-48

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 an affiliate, JHNY:

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded, net	$	(167	)	$	(177	)	$	(183	)
Benefits ceded, net		(408	)		(424	)		(427	)
Funds held by or deposited with reinsured companies		-			-			-
Other reinsurance receivable		39			46			41
Other amounts payable on reinsurance		5			4			9
Treaty settlement received (paid)*		208			227			246

* Treaty settlement consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

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, variable universal 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 FWH agreement. JHNY retained the invested assets supporting this block of business. As previously noted, the coinsurance FWH agreement was recaptured effective July 1, 2015. 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.

F-49

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, JHRECO:

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded	$	(501	)	$	(256	)	$	(517	)
Premiums ceded, impact of treaty recaptured		-			3,718			-
Benefits ceded		(573	)		(782	)		(836	)
Other reinsurance receivable		13			2			-
Other amounts payable on reinsurance		-			-			24
Funds withheld from reinsured companies		7,131			7,048			-
Funds withheld from unauthorized reinsurers		-			-			7,236
Treaty settlement received (paid)*		20			(8	)		(594	)

* Treaty settlement consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

The Company also reinsures a portion of the risk related to certain annuity policies. The reinsurance agreement is written on a modified coinsurance basis where the assets supporting the reinsured policies remain invested with the Company. On October 1, 2017, the Company recaptured the payout annuity policies with JHRECO. The recapture resulted in pre-tax income of $708 million and an increase in surplus, net of tax, of $460 million.

The Company reinsures a large portion of the Long-Term Care (“LTC”) risk under a single accounting and capital regime, which helps to manage JHUSA’s overall risk profile and reduce strain on statutory surplus. JHUSA’s indirect parent company, MFC, is regulated on a global basis by the Canadian insurance regulator, The Office of the Superintendent of Financial Institution (“OSFI”), and reports its results on a consolidated International Financial Reporting Standards (“IFRS”) basis. As such, the agreement has no impact on the parent company financial results.

JHRECO does not retrocede any risks to a third party or affiliates. The risks assumed by JHRECO are solely the responsibility of JHRECO, but they are also retained within the parent company group. Reserve credits taken were $9,038 million and $8,644 million at December 31, 2018 and 2017, respectively. On December 31, 2017, JHRECO changed its domiciliary jurisdiction from Bermuda to the state of Michigan. As a result of the re-domestication of JHRECO, collateral was no longer required as of December 31, 2017. Total amount of funds withheld (including capital) on behalf of the captive reinsurer that back the long-term care liabilities was $7,131 million and $7,048 million at December 31, 2018 and 2017, respectively.

F-50

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The available and required capital in the table below represent JHRECO’s capital position on a NAIC basis at December 31, 2018 and 2017.

	Years ended December 31,
	2018			2017
	(in millions)
Available Capital	$	2,085		$	1,884
Required Capital	$	323		$	262
RBC Ratio		646	%		718	%

JHUSA’s Authorized Control Level (“ACL”) Risk Based capital impact on recapture of the LTC reinsurance agreement at December 31, 2018 and 2017 is as follows:

	Available Capital		Required Capital		RBC Ratio
	(in millions)
As reported at December 31, 2018	$	11,404	$	1,425		800	%
Impact of JHRECO LTC Recapture		470		232		-83	%
Capital Gross of JHRECO LTC Cession	$	11,874	$	1,657		717	%
	Available Capital		Required Capital		RBC Ratio
	(in millions)
As reported at December 31, 2017	$	10,761	$	1,266		850	%
Impact of JHRECO LTC Recapture		854		189		-52	%
Capital Gross of JHRECO LTC Cession	$	11,615	$	1,455		798	%

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

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded	$	(3,763	)	$	(3,320	)	$	(3,978	)
Benefits ceded		(10,700	)		(11,653	)		(10,494	)
Other reinsurance receivable		185			25			-
Other amounts payable on reinsurance		660			389			605
Funds withheld from unauthorized reinsurers		7			-			227
Treaty settlement received (paid)*		178			480			(142	)

* Treaty settlement consisted primarily of ceded investment income related to non-qualifying hedging strategies and changes in the modified coinsurance and coinsurance reserves.

F-51

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The Company reinsures 87% of certain group annuity contracts in-force with MRBL. The reinsurance agreement covers all contracts, excluding the guaranteed benefit rider.

The Company reinsures 90% of a significant block of variable annuity contracts in-force with MRBL. All substantial risks, including all guaranteed benefits (GMDB, Guaranteed Minimum Income Benefit (“GMIB”), and GMWB), 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 FWH. 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’s indirect parent company, MFC, is regulated on a global basis by the Canadian insurance regulator, OSFI, and reports on a consolidated IFRS basis. The Company utilizes a dynamic hedging program to manage risks on an economic basis. The IFRS accounting for these derivatives aligns with MFC’s market-based reserving regime. The US statutory accounting and reserving framework does not provide appropriate alignment of economic risk management strategies (hedging) and associated reserve methodologies. The treaty with MRBL provides a mechanism to allow management of the majority of the variable annuity risk under a single consolidated reserve and capital regime, rather than managing the block simultaneously under two very diverse frameworks.

As a coinsurance / modified coinsurance treaty, MRBL holds $1,989 million and $1,873 million as a coinsurance reserve and JHUSA holds $420 million and $109 million as a modified coinsurance reserve at December 31, 2018 and 2017, respectively. The IFRS reserves that MRBL holds for variable annuities are similar in concept to AG43. The calculations are a real-world stochastic calculation at CTE(70), based on the guaranteed benefits and fees in isolation rather than the whole contract, including the cash flows generated from the dynamic hedging program and including margins for adverse deviation. The real-world stochastic scenarios are subject to Canadian Institute of Actuaries equity and bond fund return calibration criteria. Reserve credits taken were $7 million and $0 million at December 31, 2018 and 2017, respectively, and there is no supporting collateral.

MRBL does not retrocede any risks to a third party. The risks assumed by MRBL are solely the responsibility of MRBL, but they are also retained within MFC. This transaction has no impact on MFC’s financial statements as it reports its risks on a consolidated basis.

On September 30, 2018, the Company entered into a combination coinsurance and modified coinsurance agreement with MRBL to cede 95% of certain single life and survivorship variable universal life products. The transactions included the transfer from JHUSA of $662 million of policy liabilities. The transactions resulted in a pre-tax gain of $500 million, including a ceding commission received of $500 million, and an increase in surplus of $395 million net of tax, which was deferred and will be amortized over a period of approximately 20 years.

F-52

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

8. Reinsurance - (continued)

The Company entered into a Stop Loss Reinsurance Agreement with MRBL, effective April 1, 2017, simultaneous with entering into a coinsurance with partial funds withheld agreement with MMRC, as described below.

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

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded	$	(133	)	$	(255	)	$	(298	)
Benefits ceded		(595	)		(545	)		(468	)
Other reinsurance receivable		-			-			5
Other amounts payable on reinsurance		7			7			-
Funds withheld from unauthorized reinsurers		329			66			-
Treaty settlement received (paid)*		(30	)		(28	)		(74	)

* Treaty settlement consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

The Company entered into a coinsurance/modified coinsurance agreement with an affiliate, 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 agreement during 2014 to simplify treaty administration and to modify the structure of the treaty to a modified coinsurance FWH structure.

The table and commentary below consist of the impact of the reinsurance agreement with an affiliate, JHLH:

	Years ended December 31,
	2018			2017			2016
	(in millions)
Premiums ceded	$	(28	)	$	(27	)	$	(28	)
Premiums assumed		-			-			241
Benefits ceded		(22	)		(19	)		(10	)
Benefits assumed		19			22			8
Other reinsurance receivable		-			-			1
Other amounts payable on reinsurance		5			7			-
Funds withheld from authorized reinsurers		-			-			3
Treaty settlement received (paid)*		(23	)		(28	)		7

* Treaty settlement consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

On December 31, 2016, the Company entered into a coinsurance agreement with an affiliate, JHLH, to reinsure 100% of a block of single premium universal life policies. The transaction included the transfer from JHLH of $282 million of invested assets and $241 million in net policy liabilities. The transaction resulted in a pre-tax gain and ceding commission received of $36 million and an increase in surplus of $52 million, net of tax.

F-53

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 agreement with an affiliate, MMRC:

	Year ended December 31,
	2018			2017
	(in millions)
Premiums ceded	$	(135)		$	(373)
Premiums assumed		-			-
Benefits ceded		(17)			(14)
Benefits assumed		-			-
Other reinsurance receivable		-			-
Other amounts payable on reinsurance		22			18
Funds withheld from authorized reinsurers		102			50
Treaty settlement received (paid)*		(68	)		(55	)

* Treaty settlement consisted primarily of ceded investment income, ceded benefit payments and ceded statutory reserves.

Effective April 1, 2017, the Company entered into a coinsurance with partial FWH agreement with an affiliate, MMRC, to reinsure 100% of the Company’s in-force single-life term life insurance policies and related riders, for certain policy years. The transaction included the transfer to MMRC of $284 million in net policy liabilities. Also, the Company recognized $33 million of FWH liabilities. The transactions resulted in a pre-tax gain of $251 million, including a ceding commission received of $252 million, and an increase in surplus of $163 million, net of tax, which was deferred and will be amortized over a period of approximately 15 years. Subsequent amendment added additional term contracts.

The reinsurance agreement with MMRC was entered into to address the surplus strain caused by the excess of XXX NAIC reserves over the VM-20 reserve levels. This transaction was within the scope of Actuarial Guideline 48, the NAIC Term Life and Universal Life with Secondary Guarantees (XXX/AXXX) Credit for Reinsurance Model Regulation (“AG 48”). In accordance with the terms of AG 48, the obligations of MMRC under the reinsurance agreement are supported by a FWH account and a credit-linked note. The FWH account is funded with assets meeting the definition of “Primary Security” under AG 48 and in an amount equal to or in excess of the VM-20 reserve. The credit-linked note is in the amount of the excess of the statutory reserves over the then current “Required Level of Primary Security”.

The Company did not commute any material ceded reinsurance in 2018.

F-54

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, 2018
	(1) Ordinary			(2) Capital			(3) (Col 1 + 2) Total
	(in millions)
(a) Gross deferred tax assets	$	1,674		$	67		$	1,741
(b) Statutory valuation allowance adjustments		121			-			121
(c) Adjusted gross deferred tax assets (a - b)		1,553			67			1,620
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c - d)		1,553			67			1,620
(f) Deferred tax liabilities		1,628			69			1,697
(g) Net admitted deferred tax asset / (net deferred tax liability) (e - f)	$	(75	)	$	(2	)	$	(77	)
	December 31, 2017
	(4) Ordinary			(5) Capital			(6) (Col 4 + 5) Total
	(in millions)
(a) Gross deferred tax assets	$	2,432		$	63		$	2,495
(b) Statutory valuation allowance adjustments		121			-			121
(c) Adjusted gross deferred tax assets (a - b)		2,311			63			2,374
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c - d)		2,311			63			2,374
(f) Deferred tax liabilities		2,289			72			2,361
(g) Net admitted deferred tax asset / (net deferred tax liability) (e - f)	$	22		$	(9	)	$	13
	Change
	(7) (Col 1 - 4) Ordinary			(8) (Col 2 - 5) Capital			(9) (Col 7 + 8) Total
	(in millions)
(a) Gross deferred tax assets	$	(758	)	$	4		$	(754	)
(b) Statutory valuation allowance adjustments		-			-			-
(c) Adjusted gross deferred tax assets (a - b)		(758	)		4			(754	)
(d) Deferred tax assets nonadmitted		-			-			-
(e) Subtotal net admitted deferred tax asset (c - d)		(758	)		4			(754	)
(f) Deferred tax liabilities		(661	)		(3	)		(664	)
(g) Net admitted deferred tax asset / (net deferred tax liability) (e - f)	$	(97	)	$	7		$	(90	)

The Company has recorded a valuation allowance against specific general business tax credit carryforwards of $121 million for the year ended December 31, 2018. 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 2027, 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-55

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, 2018
	(1) Ordinary		(2) Capital		(3) (Col 1 + 2) Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-	$	65	$	65
(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)		649		-		649
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		649		-		649
2. Adjusted gross deferred tax assets allowed per limitation threshold.		1,328		-		1,328
(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.		904		2		906
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	1,553	$	67	$	1,620

F-56

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	December 31, 2017
	(4) Ordinary			(5) Capital			(6) (Col 4 + 5) Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-		$	53		$	53
(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)		742			-			742
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		742			-			742
2. Adjusted gross deferred tax assets allowed per limitation threshold.		1,212			-			1,212
(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.		1,569			10			1,579
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	2,311		$	63		$	2,374
	Change
	(7) (Col 1 - 4) Ordinary			(8) (Col 2 - 5) Capital			(9) (Col 7 + 8) Total
	(in millions)
2. Admission calculation components SSAP No. 101
(a) Federal income taxes paid in prior years recoverable through loss carrybacks.	$	-		$	12		$	12
(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)		(93	)		-			(93	)
1. Adjusted gross deferred tax assets expected to be realized following the Balance Sheet date.		(93	)		-			(93	)
2. Adjusted gross deferred tax assets allowed per limitation threshold.		116			-			116
(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.		(665	)		(8	)		(673	)
(d) Deferred tax assets admitted as the result of application of SSAP No. 101. Total (2(a) + 2(b) + 2(c))	$	(758)		$	4		$	(754)

F-57

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	2018			2017
	(in millions)
(a) Ratio percentage used to determine recovery period and threshold limitation amount		800	%		849	%
(b) Amount of adjusted capital and surplus used to determine recovery period and threshold limitation in 2(b)2 above	$	8,854		$	8,082

Impact of tax planning strategies is as follows:

	December 31, 2018
	(1) Ordinary			(2) 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)	$	1,553		$	67
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)	$	1,553		$	67
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		0	%
	December 31, 2017
	(3) Ordinary			(4) 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)	$	2,311		$	63
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)	$	2,311		$	63
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		0	%

F-58

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	Change
	(5) (Col 1 - 3) Ordinary			(6) (Col 2 - 4) 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)	$	(758	)	$	4
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)	$	(758	)	$	4
4. Percentage of Net Admitted Adjusted Gross DTAs by Tax Character Attributable To The Impact of Tax Planning Strategies		0	%		0	%

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.

Current income taxes incurred consist of the following major components:

	Years Ended December 31,
	(1) 2018			(2) 2017		(3) (Col 1 - 2) Change
	(in millions)
1. Current income tax
(a) Federal	$	(725	)	$	446	$	(1,171	)
(b) Foreign		-			-		-
(c) Subtotal		(725	)		446		(1,171	)
(d) Federal income tax on net capital gains		396			243		153
(e) Utilization of capital loss carryforwards		-			-		-
(f) Other		-			-		-
(g) Federal and foreign income taxes incurred	$	(329	)	$	689	$	(1,018	)

F-59

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) 2018		(2) 2017		(3) (Col 1 - 2) Change
		(in millions)
2. Deferred tax assets:
(a) Ordinary:
(1) Discounting of unpaid losses	$	-	$	-	$	-
(2) Unearned premium reserve		-		-		-
(3) Policyholder reserves		654		1,489		(835	)
(4) Investments		72		88		(16	)
(5) Deferred acquisition costs		412		357		55
(6) Policyholder dividends accrual		53		49		4
(7) Fixed assets		-		-		-
(8) Compensation and benefits accrual		34		28		6
(9) Pension accrual		17		16		1
(10) Receivables - nonadmitted		54		48		6
(11) Net operating loss carryforward		35		-		35
(12) Tax credit carry-forward		333		329		4
(13) Other (including items <5% of total ordinary tax assets)		10		28		(18	)
(99) Subtotal	$	1,674	$	2,432	$	(758	)
(b) Statutory valuation allowance adjustment		121		121		-
(c) Nonadmitted		-		-		-
(d) Admitted ordinary deferred tax assets (2(a)(99) - 2(b) - 2(c))	$	1,553	$	2,311	$	(758	)
(e) Capital:
(1) Investments	$	67	$	63	$	4
(2) Net capital loss carryforward		-		-		-
(3) Real estate		-		-		-
(4) Other (including items <5% of total capital tax assets)		-		-		-
(99) Subtotal	$	67	$	63	$	4
(f) Statutory valuation allowance adjustment		-		-		-
(g) Nonadmitted		-		-		-
(h) Admitted capital deferred tax assets (2(e)(99) - 2(f) - 2(g))	$	67	$	63	$	4
(i) Admitted deferred tax assets (2(d)+2(h))	$	1,620	$	2,374	$	(754	)

F-60

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	$	1,150		$	1,178	$	(28	)
(2) Fixed assets		18			18		-
(3) Deferred and uncollected premium		9			9		-
(4) Policyholder reserves		324			934		(610	)
(5) Other (including items <5% of total ordinary tax liabilities)		127			150		(23	)
(99) Subtotal	$	1,628		$	2,289	$	(661	)
(b) Capital:
(1) Investments	$	69		$	72	$	(3	)
(2) Real estate		-			-		-
(3) Other (including items <5% of total capital tax liabilities)		-			-		-
(99) Subtotal	$	69		$	72	$	(3	)
(c) Deferred tax liabilities (3(a)(99) + 3(b)(99))	$	1,697		$	2,361	$	(664	)
4. Net deferred tax assets/liabilities (2(i) - 3(c))	$	(77	)	$	13	$	(90	)

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

	December 31,
	2018			2017		Change
	(in millions)
Total deferred tax assets	$	1,620		$	2,374	$	(754	)
Total deferred tax liabilities		1,697			2,361		(664	)
Net deferred tax assets (liabilities)	$	(77	)	$	13	$	(90	)
Tax effect of unrealized gains and losses							137
Tax effect of unrealized foreign exchange gains (losses)							5
Other							(215	)
Change in net deferred income taxes						$	(17	)

F-61

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 21% for 2018 and 35% for 2017 and 2016 to income before income tax (including realized capital gains). The significant items causing this difference are as follows:

	Years Ended December 31,
	2018			2017			2016
	(in millions)
Ordinary provisions computed at statutory rate	$	(7	)	$	962		$	294
Net realized capital gains (losses) before IMR at statutory rate		153			253			(173	)
Change in nonadmitted assets		-			-			-
Reinsurance		77			22			(47	)
Valuation allowance		-			-			71
Tax-exempt income		1			(22	)		(16	)
Nondeductible expenses		2			1			(1	)
Foreign tax expense gross up		5			8			8
Amortization of IMR		(138	)		(68	)		(78	)
Tax recorded in surplus		14			68			(4	)
Dividend received deduction		(159	)		(184	)		(183	)
Investment in subsidiaries		(18	)		(25	)		(25	)
Prior year adjustment		(69	)		(151	)		(54	)
Tax credits		(23	)		(24	)		(26	)
Change in tax reserve		33			4			(200	)
Pension		-			-			-
Tax rate change		(185	)		570			-
Other		2			1			(1	)
Total	$	(312	)	$	1,415		$	(435	)
Federal and foreign income taxes incurred	$	(725	)	$	446		$	(121	)
Capital gains tax		396			243			496
Change in net deferred income taxes		17			726			(810	)
Total statutory income tax expense (benefit)	$	(312	)	$	1,415		$	(435	)

F-62

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

As of December 31, 2018, the Company had the following carry forwards:

	Origination Year		Expiration Year		Amount
	(in millions)
Affordable housing tax credits		2001		2021	$	1
		2002		2022		1
		2003		2023		1
		2004		2024		1
		2005		2025		1
		2006		2026		2
		2007		2027		23
		2008		2028		57
		2009		2029		54
		2010		2030		47
		2011		2031		41
		2012		2032		32
		2013		2033		21
		2014		2034		12
		2015		2035		5
		2016		2036		3
		2017		2037		1
		2018		2038		-
					$	303
Net Operating Losses		2008		2023	$	-
		2009		2024		-
		2010		2025		-
		2013		2028		-
		2014		2029		-
		2018				35
					$	35
Foreign Tax Credits		2006		2016	$	-
		2007		2017		-
		2008		2018		-
		2009		2019		-
		2010		2020		-
		2011		2021		-
		2012		2022		-
		2013		2023		-
		2014		2024		-
		2015		2025		-
		2016		2026		-
		2017		2027		-
		2018		2028		23
					$	23

F-63

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

	Origination Year		Expiration Year		Amount
	(in millions)
Other credits		2000		2020	$	-
		2001		2021		-
		2002		2022		-
		2003		2023		-
		2004		2024		-
		2005		2025		-
		2006		2026		-
		2007		2027		-
		2008		2028		-
		2009		2029		-
		2010		2030		-
		2011		2031		-
		2012		2032		-
		2013		2033		2
		2014		2034		2
		2015		2035		3
		2016		2036		-
					$	7

With the enactment of the Tax Cuts and Jobs Act on December 22, 2017, the net operating loss carryback provision was repealed effective January 1, 2018. The federal income taxes incurred on capital gains available for recoupment in the event of future net capital losses were $0 million, $323 million and $0 million for the years 2018, 2017 and 2016 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 Insurance Agency Inc.
Farmland Management Services, Inc.	John Hancock Leasing Corp.
Guide Financial, Inc.	John Hancock Life Insurance Company of New York
Hancock Farmland Services, Inc.	John Hancock Life & Health Insurance Company
Hancock Forest Management Inc.	John Hancock Natural Resource Corp.
Hancock Natural Resource Group Inc.	John Hancock Realty Advisors Inc.
JH 575 Rengstorff LLC	John Hancock Realty Mgt. Inc.
JH Hostetler LLC	John Hancock Signature Services Inc.
JH Kearny Mesa 5 LLC	Manulife Holding (USA) LLC
JH Kearny Mesa 7 LLC	Manulife (Michigan) Reassurance Company
JH Kearny Mesa 9 LLC	Manulife Reinsurance (Bermuda) Limited
JH Networking Insurance Agency Inc.	Manulife Reinsurance Limited
JH Ott LLC	Manulife Service Corporation
JH Tulare 8 LLC	MCC Asset Management Inc.
JHFS One Corp.	PT Timber Inc.
John Hancock Assignment Company	Signator Insurance Agency Inc.
John Hancock Financial Corporation	Signator Investors Inc.
John Hancock Financial Network Inc.	The Manufacturers Investment Corporation

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.

F-64

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

Taxes receivable from (payable to) affiliates are ($47) million and ($156) million at December 31, 2018 and 2017, respectively, and are included in other assets or 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 Internal Revenue Service (“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 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. On March 30, 2016, the Company and the IRS finalized an agreement for tax years 2002-2009. The agreement applies the U.S. Tax Court’s opinion on the Company’s tax treatment of certain leveraged lease investments pertaining to tax years 1997-2001. There was no material impact to the Company’s financial position or results of operations as a result of the agreement.

In August 2017, the Company received and signed an IRS Revenue Agent Report for tax years 2010-2013. Tax years 2014 and forward are open under the statute of limitations.

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

	2018			2017
	(in millions)
Balance at beginning of year	$	60		$	37
Additions based on tax positions related to the current year		2			14
Payments		-			-
Additions for tax positions of prior years		48			22
Reductions for tax positions of prior years		(2	)		(13	)
Balance at end of year	$	108		$	60

Included in the balances as of December 31, 2018 and 2017, are $108 million and $75 million, respectively, of unrecognized benefits that, if recognized, would affect the Company’s effective tax rate. Included in the balances as of December 31, 2018 and 2017, are ($1) million and ($16) million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company’s liability for unrecognized tax benefits is not expected to materially change in the next twelve months.

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 ($3) million, ($10) million, and ($177) million of interest expense / (benefit) for the years ended December 31, 2018, 2017 and 2016, respectively. The Company had approximately $6 million and $6 million accrued for interest as of December 31, 2018 and 2017, respectively. The Company did not recognize any material penalties for the years ended December 31, 2018, 2017 and 2016.

The Company reported a Repatriation Transition Tax liability in the amount of $1 million for 2017. This amount was fully remitted to the IRS with the filing of the 2017 federal income tax return.

As of December 31, 2017, the Company reported an Alternative Minimum Tax (AMT) Credit carryforward of $485 million, all of which was recorded as a current tax recoverable. The Company expects to recover $243 million of this balance with the filing of its 2018 tax return, while the remaining $242 million is expected to be recovered in 2019 through 2021.

With the enactment of the Tax Cuts and Jobs Act (the “Act”) on December 22, 2017, the Company applied existing guidance to the best available information in the recording of its tax provisions reflected in the 2017 financial statements. In 2018, the Company completed its analysis on the income tax effects of the Act and adjusted its provisional amounts accordingly. The Company updated policy level tax reserves and reflected impacts of $108 million in its temporary differences for Actuarial Liabilities in both deferred tax assets and deferred tax liabilities. The transitional deferred tax liability is being amortized into taxable income over 8 years, in the amount of $13 million per year. In addition, with the completion of the 2017 tax return,

F-65

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

9. Federal Income Taxes - (continued)

the Company recorded all provision to return adjustments of which ($185) million impacted the effective tax rate related to the revaluation of deferred tax assets and liabilities from 35% to 21%.

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 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, 2018, 2017 and 2016, the Company paid ordinary dividends of $600 million, $807 million and $0 million and extraordinary dividends of $0 million, $93 million, and $0 million to its parent company MIC, respectively.

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, 2018 and 2017, based on calculations pursuant to those requirements, the Company’s total adjusted capital exceeds the company action level RBC.

The Company has surplus notes described below in the amount of $585 million outstanding as of December 31, 2018. During 2016, $405 million was repaid. The issuance of the surplus notes was approved by the insurance regulators with the following repayment conditions and restrictions: payment of principal and accrued interest otherwise required or permissible cannot be made unless approved by the Board of Directors, approved in writing by the Director, and the Company has sufficient earned surplus or such other funds as may be approved by the Director available for such payment.

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, 2018, 2017 and 2016. Total interest paid through December 31, 2018 was $813 million.

Pursuant to two subordinated surplus notes dated September 30, 2008, the Company borrowed the respective amount of $295 million and $110 million from an affiliate, John Hancock Insurance Agency, Inc. (“JHIA”). The interest rate is fixed at 7% per annum and is payable semi-annually. The surplus notes which were to have matured on March 31, 2033 were repaid on November 1, 2016. For the year ended December 31, 2016, the combined interest expense on the notes was $31 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 125 basis points and is payable semi-annually. The note which was to have matured on December 15, 2016 was extended to December 14, 2021. Interest expense was $5 million, $3 million, and $3 million for the years ended December 31, 2018, 2017 and 2016, respectively. Total interest paid through December 31, 2018 was $24 million.

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

F-66

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

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 a fee for services received under the agreement which includes legal, actuarial, investment, data processing, accounting, and certain other administrative services. Management fees relating to the agreement were $296 million, $347 million, and $329 million, respectively, for the years ended December 31, 2018, 2017 and 2016.

The Company has Administrative Service Agreements with its subsidiaries and affiliates 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 $748 million, $767 million, and $811 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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 2018, 2017 and 2016, respectively, the Company received dividends of $28 million, $31 million, and $34 million from John Hancock Investment Management Services LLC, $83 million, $72 million, and $71 million from JHD, $100 million, $0 million, and $0 million from JHNY, $0 million, $0 million, and $0 million from JHLH, $404 million, $231 million, and $214 million from John Hancock Subsidiaries, LLC (“JHS LLC”), and $0 million, $0 million, and $19 million from John Hancock Partnership Holdings I & II, $1 million, $10 million, and $0 million from CLA CRE Opportunity Fund I LP and $27 million, $0 million and $0 million from CIP / MCRT Longview Meadows LLC (“Concord Mews”). These dividends are included in the Company’s net investment income.

During 2018 and 2017, the Company made a capital contribution of $0 million and $0 million to JHS LLC.

The Company did not make a capital contribution to its wholly-owned subsidiary, MMRC in 2018. During 2017, the Company made a capital contribution of $40 million to MMRC, in exchange for one hundred and one shares of the common stock of MMRC.

During 2018 and 2017, the Company received a return of capital of $80 million and $0 million from its 91% ownership of Concord Mews.

The Company did not own any shares of the stock of its parent, MIC, or its ultimate parent, MFC at December 31, 2018 and 2017, 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, 2018, 2017 and 2016, respectively.

The Company is the owner and beneficiary of corporate owned life insurance (“COLI”) policies issued by JHLH. The asset balances equal to the cash surrender value of the internal COLI policies was $572 million and $558 million at December 31, 2018 and 2017, 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

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

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.

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

	December 31,
	2018			2017
	(In millions)
The Manufacturers Investment Corporation	$	66		$	134
John Hancock Financial Corporation		113			114
Manulife Reinsurance Limited		17			56
Manulife Reinsurance (Bermuda) Ltd.		141			111
Manulife (Michigan) Reassurance Company		6			4
John Hancock Life & Health Insurance Company		159			180
John Hancock Reassurance Company, Ltd.		91			179
John Hancock Life Insurance Company New York		293			170
John Hancock Investment Management Services LLC		25			23
John Hancock Subsidiaries LLC		24			31
John Hancock Insurance Agency, Inc.		5			5
Essex Corporation		1			-
JH Signature Services Inc.		9			8
JH Partnership Holdings I, II LP		-			7
John Hancock Realty Advisors		6			2
JH Advisors LLC		47			66
Manulife Asset Management (US) LLC		35			76
Hancock Capital Investment Management LLC		15			11
John Hancock RPS, LLC		41			31
The Berkeley Financial Group, LLC		2			2
Manulife Holdings (USA), LLC		-			-
Signator Insurance Agency, Inc.		11			11
JH Networking Insurance Agency, Inc.		4			5
John Hancock Administrative Services LLC		-			-
John Hancock Financial Network, Inc.		45			1
Hancock Natural Resource Group, Inc.		68			30
Hancock Forest Management, Inc.		5			5
John Hancock Personal Financial Services, LLC		1			2
John Hancock Funding Company LLC		(9	)		-
Total	$	1,221		$	1,264

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.

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

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

11. Related Party Transactions - (continued)

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. 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 $723 million, purchase other invested assets of $2,118 million, purchase real estate of $87 million, and issue agricultural and commercial mortgages of $152 million at December 31, 2018. If funded, loans related to real estate mortgages would be fully collateralized by related properties. Approximately 42% of these commitments expire in 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. In conjunction with the September 25, 2018 sale of the home office property, the total lease commitment for future years related to the office ground lease was reduced by $343 million. 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
	(in millions)
2019	$	9
2020		8
2021		5
2022		3
2023		3
Thereafter		16
Total	$	44

The Company does not have any sublease income related to its office space.

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.

As of December 31, 2018, the Company recorded a restructuring charge of approximately $56 million, net of tax, primarily related to a voluntary early retirement program as well as costs to optimize our real estate footprint in the United States.

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 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,

F-69

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

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

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 IRS involving the tax treatment of John Hancock’s investment in certain leveraged leases. On March 30, 2016, the Company and the IRS finalized an agreement determining the impact of the decision on tax years subsequent to the years that were decided by the Court. There was no material impact to the Company’s financial position or results of operations as a result of the agreement.

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.

A class action against the Company is pending in the U.S. District Court for the Southern District of New York (the “Southern District of NY”) in which claims are made that the Company breached, and continues to breach, the contractual terms of certain universal life policies issued between approximately 1990 and 2006 by including impermissible charges in its cost of insurance (“COI”) calculations and certain other rider charges. The Company believes that its COI calculations have been, and continue to be, in accordance with the terms of the policies. In May 2018, the parties agreed to the financial terms of a settlement in the amount of $91 million. On November 1, 2018, the court granted preliminary approval of the $91 million settlement for Besen and scheduled a fairness hearing for February 19, 2019. Distribution of notice of the settlement to the class commenced on December 26, 2018. A similar class action based on the same policy language in dispute in the case pending in New York had been pending in California. The parties have settled all claims alleged in the California action. On May 8, 2018, the court granted final approval of the settlement, and the settlement amount of $60 million has been paid.

In June 2018, a class action was initiated against the Company in the Southern District of NY on behalf of owners of performance universal life policies issued between 2003 and 2009 whose policies are subject to a COI increase announced in 2018. In October 2018, an almost identical class action was initiated against the Company in the Southern District of New York. It was filed as a related case as the one filed in June and has been assigned to the same judge. Discovery has commenced in these cases and will continue through 2019. It is too early to assess the range of potential outcomes for these two related lawsuits.

F-70

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

13. Annuity Actuarial Reserves

The Company’s annuity actuarial 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, 2018
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	522	$	337	$	1,385	$	2,244		2	%
At book value less current surrender charge of 5% or more		2		-		-		2		0	%
At fair value		-		-		109,160		109,160		83	%
Total with adjustment or at fair value		524		337		110,545		111,406		85	%
At book value without adjustment (minimal or no charge or adjustment)		4,937		-		-		4,937		4	%
Not subject to discretionary withdrawal		14,577		207		147		14,931		11	%
Total (gross)		20,038		544		110,692		131,274		100	%
Reinsurance ceded		10,830		-		-		10,830
Total (net)	$	9,208	$	544	$	110,692	$	120,444
	December 31, 2017
	General Account		Separate Account with Guarantees		Separate Account Nonguaranteed		Total		Percent of Total
	(in millions)
Subject to discretionary withdrawal:
With fair value adjustment	$	448	$	400	$	1,720	$	2,568		2	%
At book value less current surrender charge of 5% or more		2		-		-		2		0	%
At fair value		-		-		124,432		124,432		84	%
Total with adjustment or at fair value		450		400		126,152		127,002		86	%
At book value without adjustment (minimal or no charge or adjustment)		5,412		-		-		5,412		4	%
Not subject to discretionary withdrawal		14,987		227		171		15,385		10	%
Total (gross)		20,849		627		126,323		147,799		100	%
Reinsurance ceded		4,526		-		-		4,526
Total (net)	$	16,323	$	627	$	126,323	$	143,273

F-71

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 guaranteed 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 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.

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,
	2018		2017		2018		2017
	(in millions)
Group Annuity Contracts (401K)	$	78,443	$	87,377	$	-	$	-
Variable and Fixed Annuities		29,250		35,552		21		23
Life Insurance		12,771		14,081		-		-
Fixed Products - Institutional and stable value fund		1,743		2,140		-		-
Fixed Products - Retail		26		26		351		413
Investments - Funds		1,526		1,555		-		-
Total	$	123,759	$	140,731	$	372	$	436

F-72

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

To compensate the general account for the risk taken, the separate account paid risk charges and amounts toward separate account guarantees as follows:

	Risk Charges Paid to General Account		Amounts toward Separate Account Guarantees
	(in millions)
2018	$	210	$	54
2017	$	220	$	62
2016	$	231	$	89
2015	$	241	$	59
2014	$	252	$	74

The Company had the following variable annuities with guaranteed benefits:

	December 31,
	2018		2017
	(in millions, except for ages)
Account value	$	29,577	$	36,044
Amount of reserve held		1,230		821
Net amount at risk - gross		7,778		4,817
Weighted average attained age		69		69

The following assumptions and methodology were used to determine the amounts above at December 31, 2018 and 2017:

• Actuarial Guideline 43 (“AG 43”) 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 AG 43.

• In 2018 and 2017, 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.

• In 2018 and 2017, 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. In 2018 the base lapse rates also varied by utilizer status. 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 AG 43.

Account balances of variable contracts with guarantees were invested in various separate accounts with the following characteristics:

F-73

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

	December 31,
	2018		2017
	(in millions)
Type of Fund
Equity	$	24,071	$	28,880
Balanced		8,365		10,009
Bonds		5,615		6,381
Money Market		517		519
Total	$	38,568	$	45,789

Information regarding the separate accounts of the Company is as follows:

	December 31,
	2018						2017
	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	$	-	$	14,007	$	14,007	$	-	$	14,395	$	14,395
Reserves for accounts with assets at:
Fair value		544		123,076		123,620		627		139,896		140,523
Amortized cost		-		-		-		-		-		-
Total	$	544	$	123,076	$	123,620	$	627	$	139,896	$	140,523

F-74

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

14. Separate Accounts - (continued)

	December 31,
	2018						2017
	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	$	337	$	1,385	$	1,722	$	400	$	1,720	$	2,120
At book value without fair value adjustments and with current surrender charge of 5% or more		-		1,329		1,329		-		1,494		1,494
At fair value		-		118,543		118,543		-		134,740		134,740
At book value without fair value adjustments and with current surrender charge of less than 5%		-		1,671		1,671		-		1,771		1,771
Subtotal		337		122,928		123,265		400		139,725		140,125
Not subject to discretionary withdrawal		207		148		355		227		171		398
Total	$	544	$	123,076	$	123,620	$	627	$	139,896	$	140,523

Amounts transferred to and from separate accounts are as follows:

	December 31,
	2018			2017			2016
	(in millions)
Transfers to separate accounts	$	15,071		$	17,679		$	17,163
Transfers from separate accounts		22,687			26,385			22,744
Net transfers to (from) separate accounts	$	(7,616	)	$	(8,706	)	$	(5,581	)

F-75

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 $26 million, $34 million, and $30 million in 2018, 2017 and 2016, 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 2018, 2017 and 2016, 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 $308 million and $328 million at December 31, 2018 and 2017, respectively. In the event of insolvency of the Company, the rabbi trust assets can be used to satisfy claims of general creditors.

During the year, the Company implemented its North American voluntary early retirement program. The program will result in the voluntary separation of 229 employees in the U.S. by the end of 2019. A curtailment loss of $7 million resulting from the program was recorded by MIC in earnings during the 4th quarter of 2018. This loss represents the change in net defined benefit and retiree welfare liabilities due to employees separating sooner and with different post-retirement benefits than had previously been assumed. The Company will recognize its allocation of the curtailment loss in earnings as payments to participants are made.

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 2018, 2017 and 2016, 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, 2018 and 2017 was $108 million and $112 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, 2018 and 2017 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

F-76

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

15. Employee Benefit Plans - (continued)

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 2018, 2017 and 2016, respectively.

16. Lines of Credit, Consumer Notes and Affiliated Debt

Lines of Credit: At December 31, 2018, JHUSA and MIC share in a committed line of credit established by MFC totaling $1 billion, which was extended to 2023. 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, 2018, the Company had no outstanding borrowings under the agreement.

The Company had a committed line of credit agreement established by MLI totaling $1 billion. MLI committed, 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. The committed line of credit expired on March 18, 2018.

At December 31, 2018, 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 2021. 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, 2018. At December 31, 2018, MFC and its subsidiaries, including the Company, had no outstanding borrowings under the agreement.

At December 31, 2018, the Company had a line of credit agreement established with JHS LLC totaling up to $120 million, which will expire February 15, 2022. Under the agreement, the Company may loan funds, when requested, at prevailing interest rates as determined in accordance with the line of credit agreement. At December 31, 2018, the Company had $115 million outstanding borrowings under the agreement with a fair value of $115 million. This loan replaced a senior note receivable for $30 million issued by JHS LLC during 2016, and additional advances of $25 million on February 15, 2017 and $60 million on May 21, 2018. Interest on the loan is calculated at a fluctuating rate equal to the 360 day-year for the actual number of days elapsed and is payable annually. The combined interest income on the loans was $3 million and $1 million for the year ended December 31, 2018 and 2017.

Effective April 17, 2018, the Company entered into a committed line of credit agreement with John Hancock Funding Company LLC, (“JHFLLC”), a wholly-owned subsidiary of JHS LLC, totaling up to $400 million which will expire April 27, 2023. Under the agreement, the Company may loan funds, when requested, at prevailing interest rates as determined in accordance with the line of credit agreement. Interest on the loan is calculated at a fluctuating rate equal to the 360 day-year for the actual number of days elapsed and is payable quarterly. At December 31, 2018, 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, 2018 and 2017 was $154 million and $197 million, respectively. Interest ranging from 4.9% to 6.0%. The notes are due in varying amounts to 2032.

Aggregate maturities of consumer notes are as follows: 2019-$16 million; 2020-$0 million; 2021-$0 million; 2022-$13 million; 2023-$33 million; and thereafter $92 million.

Interest expense on consumer notes, included in benefits to policyholders, was $10 million, $11 million, and $12 million in 2018, 2017 and 2016, respectively. Interest paid amounted to $8 million, $11 million, and $11 million in 2018, 2017 and 2016, respectively.

F-77

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)

Affiliated Debt: Pursuant to a demand note receivable dated September 30, 2008, the Company had $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, 2016 since the counterparty is the parent entity of the Company; however, this note continued 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 was calculated at a fluctuating rate equal to 3-month LIBOR plus 180 basis points per annum. Interest income was $0 million, $7 million, and $7 million for the years ended December 31, 2018, 2017 and 2016, respectively. The demand note receivable was fully repaid on September 30, 2017.

Pursuant to a promissory note dated June 28, 2012, the Company borrowed $153 million from Manulife Finance Switzerland AG (“MFSA”). Interest on the loan was calculated at a fluctuating rate equal to 3-month LIBOR plus 90 basis points per annum and was 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 June 3, 2015, the maturity date was extended for a period of one year to June 28, 2016. Following the extension, the interest rate was amended and was calculated at a fluctuating rate equal to 3-month LIBOR plus 88 basis points per annum and was payable quarterly effective from June 28, 2015. On May 31, 2016, the maturity date was extended for a period of one year to June 28, 2017. Following the extension, the interest rate was amended and was calculated at a fluctuating rate equal to 3-month LIBOR plus 88 basis points per annum and was payable quarterly effective from June 28, 2016. On May 22, 2017, the maturity date was extended for a period of one year to June 28, 2018. Following the extension, the interest rate was amended and was calculated at a fluctuating rate equal to 3-month LIBOR plus 88 basis points per annum and was payable quarterly effective from June 28, 2017. Interest expense was $0 million, $3 million, and $3 million for the years ended December 31, 2018, 2017 and 2016, respectively. The promissory note was fully repaid as of December 31, 2017.

Pursuant to a senior note receivable dated December 9, 2014, the Company had $40 million outstanding with JHS LLC as of December 31, 2016. During 2017, JHS LLC repaid $15 million of the outstanding loan bringing the outstanding principal balance to $25 million with a fair value of $25 million as of December 31, 2017. During 2018, JHS LLC repaid $15 million of the outstanding loan bringing the outstanding principal balance to $10 million with a fair value of $10 million as of December 31, 2018. 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 $1 million, $1 million, and $1 million for the years ended December 31, 2018, 2017 and 2016, respectively.

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.

F-78

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 indicates the aggregate amount of the FHLBI capital stock held related to the agreement:

	December 31, 2018
	(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	$	430
	December 31, 2017
	(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	$	421

FHLBI membership stock of $0 million and $0 million was classified as not eligible for redemption for the years ended December 31, 2018 and 2017, respectively.

The following table indicates the collateral pledged to the FHLBI at the end of the year:

	December 31, 2018
	Fair Value		Carrying Value		Aggregate Total Borrowing
	(in millions)
(a) General account	$	-	$	-	$	-
(b) Separate account		-		-		-
(c) Total collateral pledged	$	-	$	-	$	-
	December 31, 2017
	Fair Value		Carrying Value		Aggregate Total Borrowing
	(in millions)
(a) General account	$	-	$	-	$	-
(b) Separate account		-		-		-
(c) Total collateral pledged	$	-	$	-	$	-

The following table indicates the maximum collateral pledged to the FHLBI during the year:

F-79

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)

	December 31, 2018
	Fair Value		Carrying Value		Amount Borrowed at Time of Maximum Collateral
	(in millions)
(a) General account	$	-	$	-	$	-
(b) Separate account		-		-		-
(c) Total maximum collateral pledged	$	-	$	-	$	-
	December 31, 2017
	Fair Value		Carrying Value		Amount Borrowed at Time of Maximum Collateral
	(in millions)
(a) General account	$	803	$	755	$	400
(b) Separate account		-		-		-
(c) Total maximum collateral pledged	$	803	$	755	$	400

The following table represents the aggregate amount of borrowing from FHLBI:

	December 31, 2018
	(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, 2017
	(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 2018 was $0 million. The Company is not subject to any prepayment obligations under current borrowing agreements.

17. Closed Block

The Company operates a closed block 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.

F-80

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

17. Closed Block - (continued)

Assets were allocated to the closed block in an amount that, together with anticipated revenues from policies included in the closed block, 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 block inure solely to the benefit of policyholders included in the closed block and will not revert to the benefit of the shareholders of the Company. In addition, if the assets allocated to the closed block and the revenues from the closed block business prove to be insufficient to pay the benefits guaranteed in the closed block, 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.

No reallocation, transfer, borrowing, or lending of assets can be made between the closed block 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 block liabilities over the closed block assets represents the expected future post-tax contribution from the closed block which may be recognized in income over the period the policies and contracts in the closed block remain in force.

The following table sets forth certain summarized financial information relating to the JHUSA closed block.

	JHUSA
	2018		2017
	(in millions)
Assets:
Bonds	$	2,222	$	2,744
Stocks:
Preferred stocks		-		-
Common stocks		-		-
Mortgage loans on real estate		327		247
Real estate		661		704
Cash, cash equivalents and short-term investments		332		4
Policy loans		1,734		1,694
Other invested assets		407		248
Total cash and invested assets		5,683		5,641
Investment income due and accrued		110		102
Premiums due		4		5
Net deferred tax asset		32		73
Other closed block assets		372		46
Total closed block assets	$	6,201	$	5,867
Obligations:
Policy reserves		5,407		5,515
Policyholders’ and beneficiaries’ funds		58		60
Dividends payable to policyholders		304		322
Policy benefits in process of payment		61		71
Other policy obligations		6		1
Other closed block obligations		663		500
Total closed block obligations	$	6,499	$	6,469

F-81

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

NOTES TO STATUTORY-BASIS FINANCIAL STATEMENTS – (CONTINUED)

18. Subsequent Events

The Company evaluated the recognition and disclosure of subsequent events for its December 31, 2018 financial statements through April 3, 2019, the date the financial statements were issued.

The Company has a number of reinsurance agreements with Scottish Re (U.S.), Inc. (“SRUS”). On March 6, 2019, SRUS was declared impaired and placed into rehabilitation by the Delaware Chancery Court with the anticipation that a Plan of Rehabilitation that addresses and removes the causes of SRUS’s impairment be submitted to the Receiver and the Court for approval. In the event a Plan of Rehabilitation is not submitted and approved, the rehabilitation proceedings could convert into liquidation proceedings. As of December 31, 2018, the Company recorded a reserve credit and a reinsurance receivable of approximately $209 million and $33 million, respectively, related to the various agreements with SRUS.

F-82

AUDITED FINANCIAL STATEMENTS

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

December 31, 2018

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

Audited Financial Statements

December 31, 2018

Contents

Report of Independent Registered Public Accounting Firm	3
Statements of Assets and Liabilities	6
Statements of Operations and Changes in Contract Owners’ Equity	22
Notes to Financial Statements	54

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the 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

Opinion on the Financial Statements

We have audited the accompanying statements of assets and liabilities of each of the subaccounts listed in the Appendix that comprise John Hancock Life Insurance Company (U.S.A.) Separate Account N (the “Separate Account”), as of December 31, 2018, and the related statements of operations and changes in contract owners’ equity for the two years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each subaccount as of December 31, 2018 and the results of its operations and changes in contract owners’ equity for the two years then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on each of the subaccounts’ financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of December 31, 2018, by correspondence with the fund companies, or their transfer agents, as applicable. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of the Separate Account since 1987.

Boston, Massachusetts

April 3, 2019

3

Appendix

Subaccounts comprising John Hancock Life

Insurance Company (U.S.A.) Separate Account N

500 Index Fund Series NAV	M Large Cap Growth
Active Bond Trust Series I
Active Bond Trust Series NAV	Managed Volatility Aggressive Portfolio Series I
American Asset Allocation Trust Series I	Managed Volatility Aggressive Portfolio Series NAV
American Global Growth Trust Series I	Managed Volatility Balanced Portfolio Series I
American Growth Trust Series I	Managed Volatility Balanced Portfolio Series NAV
American Growth-Income Trust Series I	Managed Volatility Conservative Portfolio Series I
American International Trust Series I	Managed Volatility Conservative Portfolio Series NAV
Blue Chip Growth Trust Series I	Managed Volatility Growth Portfolio Series I
Blue Chip Growth Trust Series NAV	Managed Volatility Growth Portfolio Series NAV
Capital Appreciation Trust Series I	Managed Volatility Moderate Portfolio Series I
Capital Appreciation Trust Series NAV	Managed Volatility Moderate Portfolio Series NAV
Capital Appreciation Value Trust Series I	Mid Cap Index Trust Series I
Capital Appreciation Value Trust Series NAV	Mid Cap Index Trust Series NAV
Core Bond Trust Series I	Mid Cap Stock Trust Series I
Core Bond Trust Series NAV	Mid Cap Stock Trust Series NAV
Emerging Markets Value Trust Series I	Mid Value Trust Series I
Emerging Markets Value Trust Series NAV	Mid Value Trust Series NAV
Equity Income Trust Series I	Money Market Trust Series I
Equity Income Trust Series NAV	Money-Market Trust Series NAV
Financial Industries Trust Series I	PIMCO All Asset
Financial Industries Trust Series NAV	Real Estate Securities Trust Series I
Fundamental All Cap Core Trust Series I	Real Estate Securities Trust Series NAV
Fundamental All Cap Core Trust Series NAV	Science & Technology Trust Series I
Fundamental Large Cap Value Trust Series I	Science & Technology Trust Series NAV
Fundamental Large Cap Value Trust Series NAV	Select Bond Trust Series I
Global Bond Trust Series I	Select Bond Trust Series NAV
Global Bond Trust Series NAV	Short Term Government Income Trust Series I
Global Trust Series I	Short Term Government Income Trust Series NAV
Global Trust Series NAV	Small Cap Index Trust Series I
Health Sciences Trust Series I	Small Cap Index Trust Series NAV
Health Sciences Trust Series NAV	Small Cap Opportunities Trust Series I
High Yield Trust Series I	Small Cap Opportunities Trust Series NAV
High Yield Trust Series NAV	Small Cap Stock Trust Series I
International Equity Index Series I	Small Cap Stock Trust Series NAV
International Equity Index Series NAV	Small Cap Value Trust Series I
International Growth Stock Trust Series I	Small Cap Value Trust Series NAV
International Growth Stock Trust Series NAV	Small Company Value Trust Series I
International Small Company Trust Series I	Small Company Value Trust Series NAV
International Small Company Trust Series NAV	Strategic Income Opportunities Trust Series I

4

Subaccounts comprising John Hancock Life

Insurance Company (U.S.A.) Separate Account N

International Value Trust Series I	Strategic Income Opportunities Trust Series NAV
International Value Trust Series NAV	Total Bond Market Series Trust NAV
Investment Quality Bond Trust Series I	Total Stock Market Index Trust Series I
Investment Quality Bond Trust Series NAV	Total Stock Market Index Trust Series NAV
Lifestyle Balanced Portfolio Series NAV	Ultra Short Term Bond Trust Series I
Lifestyle Growth Portfolio Series I	Ultra Short Term Bond Trust Series NAV
Lifestyle Growth Portfolio Series NAV	Utilities Trust Series I
M Capital Appreciation	Utilities Trust Series NAV

5

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	500 Index Fund Series NAV		Active Bond Trust Series I		Active Bond Trust Series NAV		American Asset Allocation Trust Series I		American Global Growth Trust Series I		American Growth Trust Series I
Total Assets
Investments at fair value	$	77,745,432	$	675,151	$	1,356,670	$	10,660,598	$	727,984	$	12,294,236
Units outstanding		1,733,291		30,449		17,492		604,317		39,140		380,816
Unit value	$	44.85	$	22.17	$	77.56	$	17.64	$	18.60	$	32.28
Shares		2,608,907		73,306		147,144		900,388		53,215		742,854
Cost	$	73,009,276	$	710,765	$	1,411,055	$	11,718,233	$	851,324	$	14,509,362

See accompanying notes.

6

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	American Growth-Income Trust Series I		American International Trust Series I		Blue Chip Growth Trust Series I		Blue Chip Growth Trust Series NAV		Capital Appreciation Trust Series I		Capital Appreciation Trust Series NAV
Total Assets
Investments at fair value	$	9,361,341	$	6,117,851	$	9,433,755	$	60,593,751	$	7,388,114	$	2,100,347
Units outstanding		279,840		268,373		137,342		317,840		213,043		57,726
Unit value	$	33.45	$	22.80	$	68.69	$	190.64	$	34.68	$	36.38
Shares		622,844		346,228		304,708		1,956,531		611,093		173,439
Cost	$	10,478,342	$	7,057,468	$	9,575,792	$	71,156,648	$	8,380,168	$	2,298,585

See accompanying notes.

7

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Capital Appreciation Value Trust Series I		Capital Appreciation Value Trust Series NAV		Core Bond Trust Series I		Core Bond Trust Series NAV		Emerging Markets Value Trust Series I		Emerging Markets Value Trust Series NAV
Total Assets
Investments at fair value	$	1,051,215	$	2,416,048	$	7,854,654	$	27,181,865	$	1,904,461	$	3,758,913
Units outstanding		47,729		104,608		382,086		1,575,653		126,708		302,479
Unit value	$	22.02	$	23.10	$	20.56	$	17.25	$	15.03	$	12.43
Shares		96,265		221,859		619,452		2,153,872		213,266		421,403
Cost	$	1,142,022	$	2,590,758	$	8,156,537	$	28,375,006	$	2,190,380	$	4,079,110

See accompanying notes.

8

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Equity Income Trust Series I		Equity Income Trust Series NAV		Financial Industries Trust Series I		Financial Industries Trust Series NAV		Fundamental All Cap Core Trust Series I		Fundamental All Cap Core Trust Series NAV
Total Assets
Investments at fair value	$	6,780,184	$	38,345,877	$	611,881	$	346,689	$	192,735	$	2,369,825
Units outstanding		141,225		714,628		24,878		10,602		4,466		87,406
Unit value	$	48.01	$	53.66	$	24.60	$	32.70	$	43.16	$	27.11
Shares		496,717		2,823,702		51,419		29,183		9,813		120,052
Cost	$	8,354,628	$	48,210,461	$	715,885	$	406,086	$	225,965	$	2,751,675

See accompanying notes.

9

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Fundamental Large Cap Value Trust Series I		Fundamental Large Cap Value Trust Series NAV		Global Bond Trust Series I		Global Bond Trust Series NAV		Global Trust Series I		Global Trust Series NAV
Total Assets
Investments at fair value	$	2,841,607	$	6,469,451	$	1,065,007	$	9,226,750	$	1,514,984	$	2,357,563
Units outstanding		100,819		304,694		36,145		281,707		52,210		130,924
Unit value	$	28.19	$	21.23	$	29.46	$	32.75	$	29.02	$	18.01
Shares		162,285		369,472		86,305		750,142		82,471		128,478
Cost	$	2,871,981	$	6,644,464	$	1,082,386	$	9,506,139	$	1,709,159	$	2,539,265

See accompanying notes.

10

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Health Sciences Trust Series I		Health Sciences Trust Series NAV		High Yield Trust Series I		High Yield Trust Series NAV		International Equity Index Series I		International Equity Index Series NAV
Total Assets
Investments at fair value	$	5,103,601	$	5,691,173	$	2,522,828	$	2,011,077	$	7,382,903	$	15,197,146
Units outstanding		61,069		81,539		78,312		85,515		607,637		310,723
Unit value	$	83.57	$	69.80	$	32.22	$	23.52	$	12.15	$	48.91
Shares		223,157		244,992		520,171		421,609		478,167		984,909
Cost	$	6,110,940	$	6,222,623	$	2,788,558	$	2,138,007	$	7,476,177	$	16,360,793

See accompanying notes.

11

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	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		International Value Trust Series NAV
Total Assets
Investments at fair value	$	918,798	$	9,222,960	$	435,351	$	1,216,040	$	4,299,242	$	5,191,538
Units outstanding		74,542		736,222		28,135		73,902		187,925		325,673
Unit value	$	12.33	$	12.53	$	15.47	$	16.45	$	22.88	$	15.94
Shares		60,727		609,581		34,689		96,818		363,112		441,833
Cost	$	1,016,337	$	10,554,041	$	484,545	$	1,338,155	$	4,590,952	$	5,577,263

See accompanying notes.

12

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Investment Quality Bond Trust Series I		Investment Quality Bond Trust Series NAV		Lifestyle Balanced Portfolio Series NAV		Lifestyle Growth Portfolio Series I		Lifestyle Growth Portfolio Series NAV		M Capital Appreciation
Total Assets
Investments at fair value	$	4,278,827	$	727,413	$	6,777	$	107,518	$	2,501,052	$	266,230
Units outstanding		129,783		42,284		554		9,806		197,788		2,708
Unit value	$	32.97	$	17.20	$	12.23	$	10.96	$	12.65	$	98.31
Shares		400,640		68,302		493		7,235		168,421		12,594
Cost	$	4,541,427	$	755,867	$	7,186	$	117,663	$	2,736,347	$	365,139

See accompanying notes.

13

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	M Large Cap Growth		Managed Volatility Aggressive Portfolio Series I		Managed Volatility Aggressive Portfolio Series NAV		Managed Volatility Balanced Portfolio Series I		Managed Volatility Balanced Portfolio Series NAV		Managed Volatility Conservative Portfolio Series I
Total Assets
Investments at fair value	$	9	$	1,163,145	$	4,346,674	$	3,320,519	$	15,599,695	$	1,248,540
Units outstanding		—		39,564		215,205		97,349		796,399		37,037
Unit value	$	0.00	$	29.40	$	20.20	$	34.11	$	19.59	$	33.71
Shares		—		116,664		435,539		295,683		1,385,408		117,676
Cost	$	11	$	1,203,392	$	4,610,627	$	3,727,143	$	18,005,868	$	1,337,078

See accompanying notes.

14

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Managed Volatility Conservative Portfolio Series NAV		Managed Volatility Growth Portfolio Series I		Managed Volatility Growth Portfolio Series NAV		Managed Volatility Moderate Portfolio Series I		Managed Volatility Moderate Portfolio Series NAV		Mid Cap Index Trust Series I
Total Assets
Investments at fair value	$	5,693,587	$	2,776,648	$	20,003,515	$	2,090,781	$	6,363,505	$	7,927,350
Units outstanding		314,017		85,836		1,014,085		58,445		327,981		171,433
Unit value	$	18.13	$	32.35	$	19.73	$	35.77	$	19.40	$	46.24
Shares		535,615		227,594		1,638,290		192,877		586,498		420,996
Cost	$	6,111,498	$	3,082,809	$	22,634,627	$	2,363,256	$	7,345,107	$	9,079,230

See accompanying notes.

15

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Mid Cap Index Trust Series NAV		Mid Cap Stock Trust Series I		Mid Cap Stock Trust Series NAV		Mid Value Trust Series I		Mid Value Trust Series NAV		Money Market Trust Series I
Total Assets
Investments at fair value	$	12,527,176	$	3,611,075	$	6,197,924	$	2,991,029	$	8,720,369	$	18,871,731
Units outstanding		377,811		87,718		64,035		99,663		183,104		904,658
Unit value	$	33.16	$	41.17	$	96.79	$	30.01	$	47.63	$	20.86
Shares		665,631		228,694		387,370		315,842		925,729		18,871,731
Cost	$	14,416,373	$	3,569,593	$	7,046,831	$	3,577,473	$	10,416,227	$	18,871,731

See accompanying notes.

16

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Money-Market Trust Series NAV		PIMCO All Asset		Real Estate Securities Trust Series I		Real Estate Securities Trust Series NAV		Science & Technology Trust Series I		Science & Technology Trust Series NAV
Total Assets
Investments at fair value	$	64,149,392	$	4,941,941	$	7,802,619	$	11,529,146	$	7,891,672	$	7,253,706
Units outstanding		6,269,924		266,790		44,393		73,556		160,836		166,136
Unit value	$	10.23	$	18.52	$	175.76	$	156.74	$	49.07	$	43.66
Shares		64,149,392		488,334		416,807		619,513		305,879		277,920
Cost	$	64,149,392	$	5,162,143	$	5,667,123	$	11,760,630	$	7,668,410	$	8,658,903

See accompanying notes.

17

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Select Bond Trust Series I (a)		Select Bond Trust Series NAV (b)		Short Term Government Income Trust Series I		Short Term Government Income Trust Series NAV		Small Cap Index Trust Series I		Small Cap Index Trust Series NAV
Total Assets
Investments at fair value	$	6,213,553	$	1,187,865	$	1,589,481	$	5,322,712	$	5,473,398	$	8,878,011
Units outstanding		537,193		99,532		152,384		485,904		155,055		291,837
Unit value	$	11.57	$	11.93	$	10.43	$	10.95	$	35.30	$	30.42
Shares		478,334		91,515		133,907		448,417		409,685		663,529
Cost	$	6,534,996	$	1,230,862	$	1,641,147	$	5,375,254	$	6,080,231	$	10,693,521

(a) Renamed on April 30, 2018. Previously known as Bond Trust Series I.

(b) Renamed on April 30, 2018. Previously known as Bond Trust Series NAV.

See accompanying notes.

18

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Small Cap Opportunities Trust Series I		Small Cap Opportunities Trust Series NAV		Small Cap Stock Trust Series I (c)		Small Cap Stock Trust Series NAV (d)		Small Cap Value Trust Series I		Small Cap Value Trust Series NAV
Total Assets
Investments at fair value	$	11,455,762	$	330,876	$	1,176,018	$	1,742,293	$	635,814	$	6,365,599
Units outstanding		294,387		15,670		40,024		47,456		24,550		83,621
Unit value	$	38.91	$	21.12	$	29.38	$	36.71	$	25.90	$	76.12
Shares		512,104		14,884		129,517		189,586		40,757		409,627
Cost	$	15,056,119	$	437,812	$	1,233,001	$	1,918,418	$	837,326	$	8,055,820

(c) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series I.

(d) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series NAV.

See accompanying notes.

19

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Small Company Value Trust Series I		Small Company Value Trust Series NAV		Strategic Income Opportunities Trust Series I		Strategic Income Opportunities Trust Series NAV		Total Bond Market Series Trust NAV		Total Stock Market Index Trust Series I
Total Assets
Investments at fair value	$	2,145,775	$	1,061,586	$	2,315,714	$	4,978,390	$	19,993,099	$	6,265,365
Units outstanding		55,895		38,304		87,920		243,138		798,955		219,468
Unit value	$	38.39	$	27.71	$	26.34	$	20.48	$	25.02	$	28.55
Shares		129,108		64,067		184,814		398,590		2,038,033		309,860
Cost	$	2,610,263	$	1,310,849	$	2,499,260	$	5,364,988	$	20,222,896	$	6,008,566

See accompanying notes.

20

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

STATEMENTS OF ASSETS AND LIABILITIES

December 31, 2018

	Total Stock Market Index Trust Series NAV		Ultra Short Term Bond Trust Series I		Ultra Short Term Bond Trust Series NAV		Utilities Trust Series I		Utilities Trust Series NAV
Total Assets
Investments at fair value	$	5,908,847	$	2,708	$	697,628	$	894,138	$	1,920,736
Units outstanding		58,253		274		67,356		23,514		58,414
Unit value	$	101.43	$	9.88	$	10.36	$	38.03	$	32.88
Shares		292,372		238		61,303		64,887		139,588
Cost	$	6,550,065	$	2,832	$	707,743	$	886,032	$	1,913,635

See accompanying notes.

21

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 Series NAV						Active Bond Trust Series I						Active Bond Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	1,257,614		$	1,504,042		$	22,112		$	26,383		$	42,287		$	35,330
Expenses:
Mortality and expense risk and administrative charges		(127,970	)		(119,621	)		(3,508	)		(3,543	)		—			—
Net investment income (loss)		1,129,644			1,384,421			18,604			22,840			42,287			35,330
Realized gains (losses) on investments:
Capital gain distributions received		1,442,034			1,079,249			(6	)		(6	)		—			—
Net realized gain (loss)		4,460,630			4,520,161			(8,772	)		(7,299	)		(6,454	)		(1,318	)
Realized gains (losses)		5,902,664			5,599,410			(8,778	)		(7,305	)		(6,454	)		(1,318	)
Unrealized appreciation (depreciation) during the period		(10,980,471	)		9,900,241			(18,932	)		8,771			(38,009	)		4,599
Net increase (decrease) in net assets from operations		(3,948,163	)		16,884,072			(9,106	)		24,306			(2,176	)		38,611
Changes from principal transactions:
Purchase payments		1,810,886			1,609,611			101,081			93,630			199,687			118,331
Transfers between sub-accounts and the company		(1,731,271	)		(5,437,492	)		205			229,777			117,468			427,109
Transfers on general account policy loans		(13,995	)		(54,678	)		(2,002	)		(204	)		—			—
Withdrawals		(5,879,141	)		(4,482,699	)		92			(63	)		(122	)		(15,439	)
Annual contract fee		(1,893,246	)		(1,918,288	)		(178,586	)		(170,361	)		(26,107	)		(18,597	)
Net increase (decrease) in net assets from principal transactions		(7,706,767	)		(10,283,546	)		(79,210	)		152,779			290,926			511,404
Total increase (decrease) in net assets		(11,654,930	)		6,600,526			(88,316	)		177,085			288,750			550,015
Net assets at beginning of period		89,400,362			82,799,836			763,467			586,382			1,067,920			517,905
Net assets at end of period	$	77,745,432		$	89,400,362		$	675,151		$	763,467		$	1,356,670		$	1,067,920
	2018			2017			2018			2017			2018			2017
Units, beginning of period		1,887,547			2,089,276			34,088			27,608			13,693			6,966
Units issued		239,716			332,880			5,513			15,040			4,970			7,276
Units redeemed		(393,972	)		(534,609	)		(9,152	)		(8,560	)		(1,171	)		(549	)
Units, end of period		1,733,291			1,887,547			30,449			34,088			17,492			13,693

See accompanying notes.

22

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 Growth Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	188,246		$	136,200		$	5,776		$	1,529		$	53,735		$	54,866
Expenses:
Mortality and expense risk and administrative charges		(49,555	)		(49,378	)		(158	)		(345	)		(10,729	)		(10,047	)
Net investment income (loss)		138,691			86,822			5,618			1,184			43,006			44,819
Realized gains (losses) on investments:
Capital gain distributions received		1,302,055			723,443			53,488			52,097			2,949,997			2,179,527
Net realized gain (loss)		311,642			396,443			(1,749	)		(39,068	)		(557,508	)		(291,425	)
Realized gains (losses)		1,613,697			1,119,886			51,739			13,029			2,392,489			1,888,102
Unrealized appreciation (depreciation) during the period		(2,350,943	)		306,957			(150,596	)		87,540			(2,515,436	)		1,671,259
Net increase (decrease) in net assets from operations		(598,555	)		1,513,665			(93,239	)		101,753			(79,941	)		3,604,180
Changes from principal transactions:
Purchase payments		898,117			794,148			124,713			89,535			417,574			410,408
Transfers between sub-accounts and the company		(76,167	)		2,219,563			208,301			446			(2,797,204	)		209,428
Transfers on general account policy loans		24,151			3,604			(3,342	)		1,911			(10,876	)		68,951
Withdrawals		(395,614	)		(898,011	)		(127,938	)		31,984			(180,872	)		(2,697,910	)
Annual contract fee		(919,617	)		(909,668	)		(40,242	)		(35,094	)		(311,638	)		(297,884	)
Net increase (decrease) in net assets from principal transactions		(469,130	)		1,209,636			161,492			88,782			(2,883,016	)		(2,307,007	)
Total increase (decrease) in net assets		(1,067,685	)		2,723,301			68,253			190,535			(2,962,957	)		1,297,173
Net assets at beginning of period		11,728,283			9,004,982			659,731			469,196			15,257,193			13,960,020
Net assets at end of period	$	10,660,598		$	11,728,283		$	727,984		$	659,731		$	12,294,236		$	15,257,193
	2018			2017			2018			2017			2018			2017
Units, beginning of period		630,470			563,452			32,161			30,020			471,529			536,522
Units issued		58,586			171,860			30,441			346,601			108,325			315,568
Units redeemed		(84,739	)		(104,842	)		(23,462	)		(344,460	)		(199,038	)		(380,561	)
Units, end of period		604,317			630,470			39,140			32,161			380,816			471,529

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,

	American Growth-Income Trust Series I						American International Trust Series I						Blue Chip Growth Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	146,244		$	135,241		$	190,885		$	66,736		$	2,476		$	6,372
Expenses:
Mortality and expense risk and administrative charges		(47,747	)		(45,722	)		(8,185	)		(8,552	)		(41,522	)		(35,454	)
Net investment income (loss)		98,497			89,519			182,700			58,184			(39,046	)		(29,082	)
Realized gains (losses) on investments:
Capital gain distributions received		1,643,194			2,077,455			303,689			802,984			1,403,338			592,409
Net realized gain (loss)		(311,123	)		133,740			111,742			1,735,045			146,976			(34,611	)
Realized gains (losses)		1,332,071			2,211,195			415,431			2,538,029			1,550,314			557,798
Unrealized appreciation (depreciation) during the period		(1,512,963	)		230,086			(1,646,879	)		1,070,601			(1,353,727	)		2,077,243
Net increase (decrease) in net assets from operations		(82,395	)		2,530,800			(1,048,748	)		3,666,814			157,541			2,605,959
Changes from principal transactions:
Purchase payments		487,510			675,290			453,016			360,610			80,416			87,239
Transfers between sub-accounts and the company		(3,256,940	)		(638,306	)		(897,655	)		(8,371,616	)		188,688			145,267
Transfers on general account policy loans		33,240			(12,552	)		(10,468	)		45,275			(8,078	)		29,191
Withdrawals		(553,503	)		(1,892,325	)		(94,553	)		(2,353,956	)		(136,515	)		(668,263	)
Annual contract fee		(667,982	)		(676,587	)		(271,829	)		(296,989	)		(412,151	)		(359,870	)
Net increase (decrease) in net assets from principal transactions		(3,957,675	)		(2,544,480	)		(821,489	)		(10,616,676	)		(287,640	)		(766,436	)
Total increase (decrease) in net assets		(4,040,070	)		(13,680	)		(1,870,237	)		(6,949,862	)		(130,099	)		1,839,523
Net assets at beginning of period		13,401,411			13,415,091			7,988,088			14,937,950			9,563,854			7,724,331
Net assets at end of period	$	9,361,341		$	13,401,411		$	6,117,851		$	7,988,088		$	9,433,755		$	9,563,854
	2018			2017			2018			2017			2018			2017
Units, beginning of period		414,194			486,038			306,451			776,080			141,623			153,004
Units issued		53,746			28,459			86,790			212,017			11,398			20,795
Units redeemed		(188,100	)		(100,303	)		(124,868	)		(681,646	)		(15,679	)		(32,176	)
Units, end of period		279,840			414,194			268,373			306,451			137,342			141,623

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,

	Blue Chip Growth Trust Series NAV						Capital Appreciation Trust Series I						Capital Appreciation Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	24,374		$	68,648		$	22,419		$	4,790		$	8,083		$	1,994
Expenses:
Mortality and expense risk and administrative charges		—			—			(31,960	)		(28,668	)		—			—
Net investment income (loss)		24,374			68,648			(9,541	)		(23,878	)		8,083			1,994
Realized gains (losses) on investments:
Capital gain distributions received		5,689,902			4,065,571			1,452,085			636,200			363,654			159,436
Net realized gain (loss)		13,989,750			729,906			110,835			(163,701	)		(20,410	)		(81,609	)
Realized gains (losses)		19,679,652			4,795,477			1,562,920			472,499			343,244			77,827
Unrealized appreciation (depreciation) during the period		(17,284,882	)		13,836,624			(1,531,168	)		1,892,510			(368,302	)		502,366
Net increase (decrease) in net assets from operations		2,419,144			18,700,749			22,211			2,341,131			(16,975	)		582,187
Changes from principal transactions:
Purchase payments		421,609			307,176			35,767			29,192			74,286			88,456
Transfers between sub-accounts and the company		(6,194,749	)		(3,808,107	)		(674,999	)		(325,652	)		237,452			(292,295	)
Transfers on general account policy loans		41,229			(3,790	)		471			(79	)		14,566			9,800
Withdrawals		(3,767,725	)		(267,352	)		(355,948	)		(359,353	)		(98,358	)		(48,791	)
Annual contract fee		(654,942	)		(631,923	)		(205,620	)		(177,415	)		(56,159	)		(60,340	)
Net increase (decrease) in net assets from principal transactions		(10,154,578	)		(4,403,996	)		(1,200,329	)		(833,307	)		171,787			(303,170	)
Total increase (decrease) in net assets		(7,735,434	)		14,296,753			(1,178,118	)		1,507,824			154,812			279,017
Net assets at beginning of period		68,329,185			54,032,432			8,566,232			7,058,408			1,945,535			1,666,518
Net assets at end of period	$	60,593,751		$	68,329,185		$	7,388,114		$	8,566,232		$	2,100,347		$	1,945,535
	2018			2017			2018			2017			2018			2017
Units, beginning of period		365,708			394,278			244,298			274,009			53,085			62,077
Units issued		279,107			43,478			17,985			16,716			13,588			7,453
Units redeemed		(326,975	)		(72,048	)		(49,240	)		(46,427	)		(8,947	)		(16,445	)
Units, end of period		317,840			365,708			213,043			244,298			57,726			53,085

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,

	Capital Appreciation Value Trust Series I						Capital Appreciation Value Trust Series NAV						Core Bond Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	23,665		$	15,560		$	55,296		$	33,825		$	187,242		$	163,357
Expenses:
Mortality and expense risk and administrative charges		(4,581	)		(3,325	)		—			—			(23,039	)		(25,856	)
Net investment income (loss)		19,084			12,235			55,296			33,825			164,203			137,501
Realized gains (losses) on investments:
Capital gain distributions received		84,697			46,325			183,241			106,942			—			99,340
Net realized gain (loss)		(215	)		(4,227	)		(14,722	)		(9,591	)		(81,431	)		(15,944	)
Realized gains (losses)		84,482			42,098			168,519			97,351			(81,431	)		83,396
Unrealized appreciation (depreciation) during the period		(98,954	)		50,615			(214,230	)		174,137			(140,387	)		34,200
Net increase (decrease) in net assets from operations		4,612			104,948			9,585			305,313			(57,615	)		255,097
Changes from principal transactions:
Purchase payments		2,204			2,466			50,604			26,665			109,837			107,359
Transfers between sub-accounts and the company		(86,097	)		740,892			58,429			295,836			648,071			(695,830	)
Transfers on general account policy loans		—			15,718			(241	)		(669	)		501			3,289
Withdrawals		(1	)		(19,585	)		1,128			(118,855	)		(232,627	)		(1,497,371	)
Annual contract fee		(23,430	)		(20,111	)		(59,731	)		(52,096	)		(259,198	)		(270,430	)
Net increase (decrease) in net assets from principal transactions		(107,324	)		719,380			50,189			150,881			266,584			(2,352,983	)
Total increase (decrease) in net assets		(102,712	)		824,328			59,774			456,194			208,969			(2,097,886	)
Net assets at beginning of period		1,153,927			329,599			2,356,274			1,900,080			7,645,685			9,743,571
Net assets at end of period	$	1,051,215		$	1,153,927		$	2,416,048		$	2,356,274		$	7,854,654		$	7,645,685
	2018			2017			2018			2017			2018			2017
Units, beginning of period		52,325			17,505			102,475			95,143			368,867			484,218
Units issued		281			38,058			22,395			16,685			173,587			26,911
Units redeemed		(4,877	)		(3,238	)		(20,262	)		(9,353	)		(160,368	)		(142,262	)
Units, end of period		47,729			52,325			104,608			102,475			382,086			368,867

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,

	Core Bond Trust Series NAV						Emerging Markets Value Trust Series I						Emerging Markets Value Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	662,462		$	557,434		$	54,149		$	18,197		$	107,004		$	52,002
Expenses:
Mortality and expense risk and administrative charges		—			—			(4,670	)		(1,226	)		—			—
Net investment income (loss)		662,462			557,434			49,479			16,971			107,004			52,002
Realized gains (losses) on investments:
Capital gain distributions received		—			323,348			—			—			—			—
Net realized gain (loss)		(219,939	)		(28,076	)		12,513			73			41,776			3,585
Realized gains (losses)		(219,939	)		295,272			12,513			73			41,776			3,585
Unrealized appreciation (depreciation) during the period		(544,158	)		(40,622	)		(351,219	)		78,657			(702,742	)		504,490
Net increase (decrease) in net assets from operations		(101,635	)		812,084			(289,227	)		95,701			(553,962	)		560,077
Changes from principal transactions:
Purchase payments		225,676			317,465			3,087			1,984			306,582			223,186
Transfers between sub-accounts and the company		2,577,079			3,980,400			230,385			1,823,261			387,733			2,070,330
Transfers on general account policy loans		(16,857	)		(1,448	)		—			—			1,517			3,911
Withdrawals		(855,940	)		(358,148	)		(13,039	)		—			(336,280	)		(45,579	)
Annual contract fee		(319,012	)		(365,043	)		(13,749	)		(6,088	)		(132,992	)		(93,967	)
Net increase (decrease) in net assets from principal transactions		1,610,946			3,573,226			206,684			1,819,157			226,560			2,157,881
Total increase (decrease) in net assets		1,509,311			4,385,310			(82,543	)		1,914,858			(327,402	)		2,717,958
Net assets at beginning of period		25,672,554			21,287,244			1,987,004			72,146			4,086,315			1,368,357
Net assets at end of period	$	27,181,865		$	25,672,554		$	1,904,461		$	1,987,004		$	3,758,913		$	4,086,315
	2018			2017			2018			2017			2018			2017
Units, beginning of period		1,480,100			1,269,890			114,038			5,694			284,502			126,400
Units issued		348,993			344,222			21,803			108,708			85,938			319,459
Units redeemed		(253,440	)		(134,012	)		(9,133	)		(364	)		(67,961	)		(161,357	)
Units, end of period		1,575,653			1,480,100			126,708			114,038			302,479			284,502

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,

	Equity Income Trust Series I						Equity Income Trust Series NAV						Financial Industries Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	144,313		$	184,168		$	962,526		$	1,035,076		$	9,452		$	9,337
Expenses:
Mortality and expense risk and administrative charges		(31,639	)		(33,914	)		—			—			(4,334	)		(4,970	)
Net investment income (loss)		112,674			150,254			962,526			1,035,076			5,118			4,367
Realized gains (losses) on investments:
Capital gain distributions received		947,828			603,704			8,282,738			3,350,547			51,305			4
Net realized gain (loss)		(123,318	)		(125,791	)		(3,339,608	)		(1,200,133	)		20,197			89,620
Realized gains (losses)		824,510			477,913			4,943,130			2,150,414			71,502			89,624
Unrealized appreciation (depreciation) during the period		(1,679,641	)		601,378			(10,464,058	)		3,263,383			(184,387	)		23,485
Net increase (decrease) in net assets from operations		(742,457	)		1,229,545			(4,558,402	)		6,448,873			(107,767	)		117,476
Changes from principal transactions:
Purchase payments		181,050			161,881			157,686			196,030			32,046			24,779
Transfers between sub-accounts and the company		(340,303	)		(543,783	)		(814,685	)		5,627,512			(28,728	)		(43,329	)
Transfers on general account policy loans		409			(1,863	)		(11,701	)		54,183			(87	)		153
Withdrawals		(416,540	)		(454,414	)		(2,512,901	)		(2,622,568	)		(21,766	)		(87,011	)
Annual contract fee		(534,411	)		(521,645	)		(446,876	)		(399,988	)		(82,496	)		(79,442	)
Net increase (decrease) in net assets from principal transactions		(1,109,795	)		(1,359,824	)		(3,628,477	)		2,855,169			(101,031	)		(184,850	)
Total increase (decrease) in net assets		(1,852,252	)		(130,279	)		(8,186,879	)		9,304,042			(208,798	)		(67,374	)
Net assets at beginning of period		8,632,436			8,762,715			46,532,756			37,228,714			820,679			888,053
Net assets at end of period	$	6,780,184		$	8,632,436		$	38,345,877		$	46,532,756		$	611,881		$	820,679
	2018			2017			2018			2017			2018			2017
Units, beginning of period		161,955			190,429			784,687			729,979			28,443			35,247
Units issued		12,957			9,954			928,785			174,692			3,850			18,241
Units redeemed		(33,687	)		(38,428	)		(998,844	)		(119,984	)		(7,415	)		(25,045	)
Units, end of period		141,225			161,955			714,628			784,687			24,878			28,443

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,

	Financial Industries Trust Series NAV						Fundamental All Cap Core Trust Series I						Fundamental All Cap Core Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	4,681		$	4,442		$	997		$	2,817		$	13,785		$	19,487
Expenses:
Mortality and expense risk and administrative charges		—			—			(979	)		(1,354	)		—			—
Net investment income (loss)		4,681			4,442			18			1,463			13,785			19,487
Realized gains (losses) on investments:
Capital gain distributions received		25,235			—			30,869			8,945			367,987			58,404
Net realized gain (loss)		55,712			5,685			42,238			18,020			62,267			53,591
Realized gains (losses)		80,947			5,685			73,107			26,965			430,254			111,995
Unrealized appreciation (depreciation) during the period		(142,420	)		38,987			(94,565	)		61,046			(816,816	)		385,370
Net increase (decrease) in net assets from operations		(56,792	)		49,114			(21,440	)		89,474			(372,777	)		516,852
Changes from principal transactions:
Purchase payments		38,128			47,809			1,429			516			198,993			219,454
Transfers between sub-accounts and the company		52,392			6,459			(154,604	)		67,957			(17,171	)		678,855
Transfers on general account policy loans		(341	)		(229	)		—			—			(29	)		(27	)
Withdrawals		(50,484	)		(8,002	)		(39,348	)		(53,827	)		(138,421	)		(48,425	)
Annual contract fee		(15,696	)		(15,653	)		(11,708	)		(13,141	)		(61,372	)		(51,984	)
Net increase (decrease) in net assets from principal transactions		23,999			30,384			(204,231	)		1,505			(18,000	)		797,873
Total increase (decrease) in net assets		(32,793	)		79,498			(225,671	)		90,979			(390,777	)		1,314,725
Net assets at beginning of period		379,482			299,984			418,406			327,427			2,760,602			1,445,877
Net assets at end of period	$	346,689		$	379,482		$	192,735		$	418,406		$	2,369,825		$	2,760,602
	2018			2017			2018			2017			2018			2017
Units, beginning of period		9,936			9,055			8,401			8,365			88,415			59,166
Units issued		7,617			1,694			673			2,471			10,344			35,551
Units redeemed		(6,951	)		(813	)		(4,608	)		(2,435	)		(11,353	)		(6,302	)
Units, end of period		10,602			9,936			4,466			8,401			87,406			88,415

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,

	Fundamental Large Cap Value Trust Series I						Fundamental Large Cap Value Trust Series NAV						Global Bond Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	37,940		$	58,352		$	92,563		$	124,902		$	27,477		$	23,748
Expenses:
Mortality and expense risk and administrative charges		(15,329	)		(17,032	)		—			—			(4,074	)		(4,131	)
Net investment income (loss)		22,611			41,320			92,563			124,902			23,403			19,617
Realized gains (losses) on investments:
Capital gain distributions received		—			(1	)		—			—			—			(1	)
Net realized gain (loss)		70,228			259,766			194,681			73,115			2,049			10,284
Realized gains (losses)		70,228			259,765			194,681			73,115			2,049			10,283
Unrealized appreciation (depreciation) during the period		(693,285	)		298,161			(1,641,467	)		982,327			(48,665	)		50,214
Net increase (decrease) in net assets from operations		(600,446	)		599,246			(1,354,223	)		1,180,344			(23,213	)		80,114
Changes from principal transactions:
Purchase payments		133,798			139,573			483,055			328,332			37,315			38,367
Transfers between sub-accounts and the company		(103,876	)		(871,268	)		(387,142	)		(56,359	)		98,011			70,021
Transfers on general account policy loans		(6,861	)		15,545			(16,794	)		(5,645	)		106			103
Withdrawals		(10,703	)		(605,147	)		(322,263	)		(60,122	)		(1,549	)		(126,846	)
Annual contract fee		(269,422	)		(277,075	)		(118,308	)		(112,708	)		(61,107	)		(61,353	)
Net increase (decrease) in net assets from principal transactions		(257,064	)		(1,598,372	)		(361,452	)		93,498			72,776			(79,708	)
Total increase (decrease) in net assets		(857,510	)		(999,126	)		(1,715,675	)		1,273,842			49,563			406
Net assets at beginning of period		3,699,117			4,698,243			8,185,126			6,911,284			1,015,444			1,015,038
Net assets at end of period	$	2,841,607		$	3,699,117		$	6,469,451		$	8,185,126		$	1,065,007		$	1,015,444
	2018			2017			2018			2017			2018			2017
Units, beginning of period		108,435			159,972			319,859			317,450			33,610			36,364
Units issued		3,449			4,891			47,269			36,767			5,603			8,239
Units redeemed		(11,065	)		(56,428	)		(62,434	)		(34,358	)		(3,068	)		(10,993	)
Units, end of period		100,819			108,435			304,694			319,859			36,145			33,610

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,

	Global Bond Trust Series NAV						Global Trust Series I						Global Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	252,484		$	169,097		$	33,171		$	43,961		$	51,008		$	47,285
Expenses:
Mortality and expense risk and administrative charges		—			—			(11,159	)		(11,436	)		—			—
Net investment income (loss)		252,484			169,097			22,012			32,525			51,008			47,285
Realized gains (losses) on investments:
Capital gain distributions received		1			—			(2	)		(2	)		—			—
Net realized gain (loss)		97,878			2,677			157,186			36,001			20,640			6,699
Realized gains (losses)		97,879			2,677			157,184			35,999			20,640			6,699
Unrealized appreciation (depreciation) during the period		(512,279	)		377,179			(454,152	)		304,347			(474,634	)		346,361
Net increase (decrease) in net assets from operations		(161,916	)		548,953			(274,956	)		372,871			(402,986	)		400,345
Changes from principal transactions:
Purchase payments		219,683			207,979			29,903			31,766			66,173			113,847
Transfers between sub-accounts and the company		635,848			2,270,923			(446,216	)		357,981			223,170			162,209
Transfers on general account policy loans		1,753			6,906			(281	)		80			(8,238	)		4,201
Withdrawals		(378,354	)		(415,736	)		(277,693	)		(200,073	)		(25,103	)		(62,880	)
Annual contract fee		(133,361	)		(121,402	)		(124,022	)		(112,533	)		(74,198	)		(71,396	)
Net increase (decrease) in net assets from principal transactions		345,569			1,948,670			(818,309	)		77,221			181,804			145,981
Total increase (decrease) in net assets		183,653			2,497,623			(1,093,265	)		450,092			(221,182	)		546,326
Net assets at beginning of period		9,043,097			6,545,474			2,608,249			2,158,157			2,578,745			2,032,419
Net assets at end of period	$	9,226,750		$	9,043,097		$	1,514,984		$	2,608,249		$	2,357,563		$	2,578,745
	2018			2017			2018			2017			2018			2017
Units, beginning of period		271,299			213,478			76,411			74,558			122,558			114,849
Units issued		98,472			125,091			14,540			24,188			25,542			15,706
Units redeemed		(88,064	)		(67,270	)		(38,741	)		(22,335	)		(17,176	)		(7,997	)
Units, end of period		281,707			271,299			52,210			76,411			130,924			122,558

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,

	Health Sciences Trust Series I						Health Sciences Trust Series NAV						High Yield Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	—		$	—		$	—		$	—		$	160,142		$	194,606
Expenses:
Mortality and expense risk and administrative charges		(20,230	)		(18,194	)		—			—			(11,169	)		(13,851	)
Net investment income (loss)		(20,230	)		(18,194	)		—			—			148,973			180,755
Realized gains (losses) on investments:
Capital gain distributions received		533,541			497,113			591,825			616,620			—			(2	)
Net realized gain (loss)		(53,581	)		(135,232	)		(90,186	)		(831,773	)		(59,946	)		(60,400	)
Realized gains (losses)		479,960			361,881			501,639			(215,153	)		(59,946	)		(60,402	)
Unrealized appreciation (depreciation) during the period		(446,221	)		792,136			(379,070	)		1,613,338			(176,232	)		113,293
Net increase (decrease) in net assets from operations		13,509			1,135,823			122,569			1,398,185			(87,205	)		233,646
Changes from principal transactions:
Purchase payments		17,509			13,095			176,473			248,594			72,504			66,385
Transfers between sub-accounts and the company		42,987			59,348			(616,006	)		98,237			(103,350	)		178,560
Transfers on general account policy loans		(241	)		80			27,641			4,250			3			31
Withdrawals		(15,796	)		(321,211	)		(446,325	)		(80,814	)		(136,872	)		(851,708	)
Annual contract fee		(112,479	)		(103,668	)		(128,553	)		(164,360	)		(201,189	)		(209,412	)
Net increase (decrease) in net assets from principal transactions		(68,020	)		(352,356	)		(986,770	)		105,907			(368,904	)		(816,144	)
Total increase (decrease) in net assets		(54,511	)		783,467			(864,201	)		1,504,092			(456,109	)		(582,498	)
Net assets at beginning of period		5,158,112			4,374,645			6,555,374			5,051,282			2,978,937			3,561,435
Net assets at end of period	$	5,103,601		$	5,158,112		$	5,691,173		$	6,555,374		$	2,522,828		$	2,978,937
	2018			2017			2018			2017			2018			2017
Units, beginning of period		61,871			66,543			94,638			93,056			89,337			113,511
Units issued		4,186			6,994			14,517			60,143			8,423			35,818
Units redeemed		(4,988	)		(11,666	)		(27,616	)		(58,561	)		(19,448	)		(59,992	)
Units, end of period		61,069			61,871			81,539			94,638			78,312			89,337

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,

	High Yield Trust Series NAV						International Equity Index Series I						International Equity Index Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	122,664		$	112,212		$	193,600		$	183,067		$	420,032		$	340,345
Expenses:
Mortality and expense risk and administrative charges		—			—			(33,719	)		(29,289	)		—			—
Net investment income (loss)		122,664			112,212			159,881			153,778			420,032			340,345
Realized gains (losses) on investments:
Capital gain distributions received		—			—			2,917			2			5,983			—
Net realized gain (loss)		(15,419	)		(18,799	)		93,174			42,586			388,008			22,511
Realized gains (losses)		(15,419	)		(18,799	)		96,091			42,588			393,991			22,511
Unrealized appreciation (depreciation) during the period		(176,418	)		97,293			(1,505,370	)		1,467,937			(3,354,573	)		3,013,784
Net increase (decrease) in net assets from operations		(69,173	)		190,706			(1,249,398	)		1,664,303			(2,540,550	)		3,376,640
Changes from principal transactions:
Purchase payments		71,581			116,875			41,020			43,086			310,188			256,958
Transfers between sub-accounts and the company		440,232			(1,030,285	)		(479,977	)		2,194,518			532,226			2,816,641
Transfers on general account policy loans		(1,866	)		2,342			1,756			1,538			(632	)		5,488
Withdrawals		(33,768	)		(434,663	)		(1,706	)		(83,144	)		(137,301	)		(77,135	)
Annual contract fee		(18,091	)		(24,765	)		(170,064	)		(148,515	)		(289,758	)		(300,680	)
Net increase (decrease) in net assets from principal transactions		458,088			(1,370,496	)		(608,971	)		2,007,483			414,723			2,701,272
Total increase (decrease) in net assets		388,915			(1,179,790	)		(1,858,369	)		3,671,786			(2,125,827	)		6,077,912
Net assets at beginning of period		1,622,162			2,801,952			9,241,272			5,569,486			17,322,973			11,245,061
Net assets at end of period	$	2,011,077		$	1,622,162		$	7,382,903		$	9,241,272		$	15,197,146		$	17,322,973
	2018			2017			2018			2017			2018			2017
Units, beginning of period		66,895			124,161			650,594			497,581			304,244			251,701
Units issued		26,575			42,537			52,072			191,142			119,106			100,108
Units redeemed		(7,955	)		(99,803	)		(95,029	)		(38,129	)		(112,627	)		(47,565	)
Units, end of period		85,515			66,895			607,637			650,594			310,723			304,244

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,

	International Growth Stock Trust Series I						International Growth Stock Trust Series NAV						International Small Company Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	16,696		$	39,666		$	181,015		$	146,915		$	10,737		$	7,998
Expenses:
Mortality and expense risk and administrative charges		(5,684	)		(6,961	)		—			—			(4,449	)		(3,411	)
Net investment income (loss)		11,012			32,705			181,015			146,915			6,288			4,587
Realized gains (losses) on investments:
Capital gain distributions received		30,078			—			315,344			—			1			—
Net realized gain (loss)		127,657			4,369			185,195			134,969			41,681			15,196
Realized gains (losses)		157,735			4,369			500,539			134,969			41,682			15,196
Unrealized appreciation (depreciation) during the period		(412,093	)		405,643			(2,343,376	)		1,563,629			(180,823	)		121,736
Net increase (decrease) in net assets from operations		(243,346	)		442,717			(1,661,822	)		1,845,513			(132,853	)		141,519
Changes from principal transactions:
Purchase payments		676			6,696			123,116			77,706			11,170			12,991
Transfers between sub-accounts and the company		(1,848,559	)		1,122,150			4,815			2,160,156			(253,023	)		302,044
Transfers on general account policy loans		—			—			2,749			(736	)		288			(427	)
Withdrawals		9,482			(35	)		(123,465	)		(1,921,538	)		(5,407	)		(69,935	)
Annual contract fee		(20,060	)		(35,614	)		(94,186	)		(81,653	)		(38,469	)		(29,255	)
Net increase (decrease) in net assets from principal transactions		(1,858,461	)		1,093,197			(86,971	)		233,935			(285,441	)		215,418
Total increase (decrease) in net assets		(2,101,807	)		1,535,914			(1,748,793	)		2,079,448			(418,294	)		356,937
Net assets at beginning of period		3,020,605			1,484,691			10,971,753			8,892,305			853,645			496,708
Net assets at end of period	$	918,798		$	3,020,605		$	9,222,960		$	10,971,753		$	435,351		$	853,645
	2018			2017			2018			2017			2018			2017
Units, beginning of period		209,929			125,595			749,454			740,462			43,760			32,688
Units issued		6,272			89,473			213,208			359,656			6,805			18,340
Units redeemed		(141,659	)		(5,139	)		(226,440	)		(350,664	)		(22,430	)		(7,268	)
Units, end of period		74,542			209,929			736,222			749,454			28,135			43,760

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,

	International Small Company Trust Series NAV						International Value Trust Series I						International Value Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	17,379		$	21,854		$	123,411		$	109,973		$	166,058		$	130,309
Expenses:
Mortality and expense risk and administrative charges		—			—			(19,456	)		(21,944	)		—			—
Net investment income (loss)		17,379			21,854			103,955			88,029			166,058			130,309
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			2			—			—
Net realized gain (loss)		133,615			41,739			155,697			35,992			(101,142	)		(39,421	)
Realized gains (losses)		133,615			41,739			155,697			35,994			(101,142	)		(39,421	)
Unrealized appreciation (depreciation) during the period		(440,086	)		258,155			(1,083,965	)		790,685			(1,086,477	)		912,121
Net increase (decrease) in net assets from operations		(289,092	)		321,748			(824,313	)		914,708			(1,021,561	)		1,003,009
Changes from principal transactions:
Purchase payments		69,387			24,089			88,188			100,353			107,554			74,881
Transfers between sub-accounts and the company		177,708			477,222			(739,304	)		92,280			(401,543	)		875,007
Transfers on general account policy loans		1,243			1,196			(4,904	)		(519	)		(1,870	)		7,947
Withdrawals		(326,879	)		(16,384	)		(214,020	)		(317,263	)		(603,352	)		(144,166	)
Annual contract fee		(63,901	)		(63,933	)		(228,448	)		(232,723	)		(102,271	)		(119,676	)
Net increase (decrease) in net assets from principal transactions		(142,442	)		422,190			(1,098,488	)		(357,872	)		(1,001,482	)		693,993
Total increase (decrease) in net assets		(431,534	)		743,938			(1,922,801	)		556,836			(2,023,043	)		1,697,002
Net assets at beginning of period		1,647,574			903,636			6,222,043			5,665,207			7,214,581			5,517,579
Net assets at end of period	$	1,216,040		$	1,647,574		$	4,299,242		$	6,222,043		$	5,191,538		$	7,214,581
	2018			2017			2018			2017			2018			2017
Units, beginning of period		80,027			56,882			230,516			245,286			384,866			345,121
Units issued		23,272			30,385			18,439			25,472			51,527			100,486
Units redeemed		(29,397	)		(7,240	)		(61,030	)		(40,242	)		(110,720	)		(60,741	)
Units, end of period		73,902			80,027			187,925			230,516			325,673			384,866

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,

	Investment Quality Bond Trust Series I						Investment Quality Bond Trust Series NAV						Lifestyle Balanced Portfolio Series NAV
	2018			2017			2018			2017			2018 (g)			2017
Income:
Dividend distributions received	$	117,420		$	120,623		$	26,802		$	20,927		$	171		$	—
Expenses:
Mortality and expense risk and administrative charges		(18,353	)		(20,485	)		—			—			—			—
Net investment income (loss)		99,067			100,138			26,802			20,927			171			—
Realized gains (losses) on investments:
Capital gain distributions received		29,804			19,592			6,535			3,162			—			—
Net realized gain (loss)		(36,084	)		5,001			(21,555	)		(7,822	)		(241	)		—
Realized gains (losses)		(6,280	)		24,593			(15,020	)		(4,660	)		(241	)		—
Unrealized appreciation (depreciation) during the period		(151,490	)		62,276			(18,536	)		18,164			(410	)		—
Net increase (decrease) in net assets from operations		(58,703	)		187,007			(6,754	)		34,431			(480	)		—
Changes from principal transactions:
Purchase payments		73,061			73,820			65,847			128,849			313			—
Transfers between sub-accounts and the company		473,549			64,484			109,825			40,336			6,979			—
Transfers on general account policy loans		20,990			(22,463	)		(607	)		7,342			—			—
Withdrawals		(652,129	)		(163,235	)		(240,592	)		(94,337	)		19			—
Annual contract fee		(185,869	)		(197,853	)		(22,751	)		(23,004	)		(54	)		—
Net increase (decrease) in net assets from principal transactions		(270,398	)		(245,247	)		(88,278	)		59,186			7,257			—
Total increase (decrease) in net assets		(329,101	)		(58,240	)		(95,032	)		93,617			6,777			—
Net assets at beginning of period		4,607,928			4,666,168			822,445			728,828			—			—
Net assets at end of period	$	4,278,827		$	4,607,928		$	727,413		$	822,445		$	6,777		$	—
	2018			2017			2018			2017			2018			2017
Units, beginning of period		138,776			146,714			47,484			44,046			—			—
Units issued		16,176			19,501			15,762			13,288			1,089			—
Units redeemed		(25,169	)		(27,439	)		(20,962	)		(9,850	)		(535	)		—
Units, end of period		129,783			138,776			42,284			47,484			554			—

(g) Sub-account available in prior year but no activity.

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,

	Lifestyle Growth Portfolio Series I						Lifestyle Growth Portfolio Series NAV						M Capital Appreciation
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	2,514		$	5,838		$	59,800		$	49,052		$	942		$	—
Expenses:
Mortality and expense risk and administrative charges		(1,138	)		(1,273	)		—			—			—			—
Net investment income (loss)		1,376			4,565			59,800			49,052			942			—
Realized gains (losses) on investments:
Capital gain distributions received		1,421			2,001			33,706			1,723			58,479			31,100
Net realized gain (loss)		14,520			2,051			10,422			1,935			111			45,003
Realized gains (losses)		15,941			4,052			44,128			3,658			58,590			76,103
Unrealized appreciation (depreciation) during the period		(26,278	)		16,121			(267,661	)		32,362			(104,586	)		(25,888	)
Net increase (decrease) in net assets from operations		(8,961	)		24,738			(163,733	)		85,072			(45,054	)		50,215
Changes from principal transactions:
Purchase payments		2,371			4,754			96,164			29,223			—			—
Transfers between sub-accounts and the company		(208,194	)		310,431			2,001			2,430,539			25,000			(287,004	)
Transfers on general account policy loans		—			—			(277	)		83			—			—
Withdrawals		—			(19,130	)		(14,580	)		(16	)		(1	)		9,872
Annual contract fee		(1,557	)		(6,302	)		(71,231	)		(20,437	)		(7,551	)		(8,406	)
Net increase (decrease) in net assets from principal transactions		(207,380	)		289,753			12,077			2,439,392			17,448			(285,538	)
Total increase (decrease) in net assets		(216,341	)		314,491			(151,656	)		2,524,464			(27,606	)		(235,323	)
Net assets at beginning of period		323,859			9,368			2,652,708			128,244			293,836			529,159
Net assets at end of period	$	107,518		$	323,859		$	2,501,052		$	2,652,708		$	266,230		$	293,836
	2018			2017			2018			2017			2018			2017
Units, beginning of period		27,555			920			197,048			11,069			2,566			5,500
Units issued		207			28,832			23,613			188,696			208			4,102
Units redeemed		(17,956	)		(2,197	)		(22,873	)		(2,717	)		(66	)		(7,036	)
Units, end of period		9,806			27,555			197,788			197,048			2,708			2,566

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,

	M Large Cap Growth					Managed Volatility Aggressive Portfolio Series I						Managed Volatility Aggressive Portfolio Series NAV
	2018			2017		2018			2017			2018			2017
Income:
Dividend distributions received	$	—		$	—	$	26,441		$	19,637		$	101,204		$	76,933
Expenses:
Mortality and expense risk and administrative charges		—			—		(6,931	)		(6,480	)		—			—
Net investment income (loss)		—			—		19,510			13,157			101,204			76,933
Realized gains (losses) on investments:
Capital gain distributions received		1			—		80,633			—			298,764			—
Net realized gain (loss)		—			—		25,904			2,408			104,902			36,706
Realized gains (losses)		1			—		106,537			2,408			403,666			36,706
Unrealized appreciation (depreciation) during the period		(2	)		2		(240,634	)		211,474			(868,406	)		816,070
Net increase (decrease) in net assets from operations		(1	)		2		(114,587	)		227,039			(363,536	)		929,709
Changes from principal transactions:
Purchase payments		—			—		27,832			21,229			671,593			470,320
Transfers between sub-accounts and the company		—			—		134,541			(20,445	)		(29,858	)		(553,045	)
Transfers on general account policy loans		—			—		—			—			(135,273	)		(212,945	)
Withdrawals		—			—		(34,027	)		(36,702	)		(138,475	)		(603,414	)
Annual contract fee		—			—		(50,766	)		(46,472	)		(233,971	)		(220,573	)
Net increase (decrease) in net assets from principal transactions		—			—		77,580			(82,390	)		134,016			(1,119,657	)
Total increase (decrease) in net assets		(1	)		2		(37,007	)		144,649			(229,520	)		(189,948	)
Net assets at beginning of period		10			8		1,200,152			1,055,503			4,576,194			4,766,142
Net assets at end of period	$	9		$	10	$	1,163,145		$	1,200,152		$	4,346,674		$	4,576,194
	2018			2017		2018			2017			2018			2017
Units, beginning of period		—			—		37,230			39,879			207,715			265,838
Units issued		—			—		6,676			5,720			60,707			51,569
Units redeemed		—			—		(4,342	)		(8,369	)		(53,217	)		(109,692	)
Units, end of period		—			—		39,564			37,230			215,205			207,715

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,

	Managed Volatility Balanced Portfolio Series I						Managed Volatility Balanced Portfolio Series NAV						Managed Volatility Conservative Portfolio Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	82,453		$	84,015		$	395,193		$	359,757		$	33,816		$	36,401
Expenses:
Mortality and expense risk and administrative charges		(20,416	)		(22,736	)		—			—			(6,637	)		(7,285	)
Net investment income (loss)		62,037			61,279			395,193			359,757			27,179			29,116
Realized gains (losses) on investments:
Capital gain distributions received		243,860			151,730			1,112,505			593,766			37,899			25,802
Net realized gain (loss)		12,863			(61,329	)		(202,149	)		(223,488	)		(21,419	)		(44,640	)
Realized gains (losses)		256,723			90,401			910,356			370,278			16,480			(18,838	)
Unrealized appreciation (depreciation) during the period		(509,701	)		377,708			(2,107,502	)		1,472,439			(77,305	)		96,519
Net increase (decrease) in net assets from operations		(190,941	)		529,388			(801,953	)		2,202,474			(33,646	)		106,797
Changes from principal transactions:
Purchase payments		63,440			119,614			1,090,742			769,080			9,801			10,528
Transfers between sub-accounts and the company		(2,723	)		(372,089	)		(136,849	)		(1,814,601	)		(106,351	)		(363,897	)
Transfers on general account policy loans		(2,584	)		(10,307	)		(12,185	)		(46,770	)		(213	)		(197	)
Withdrawals		(127,199	)		(221,112	)		(564,548	)		(1,086,037	)		(21,390	)		(49,198	)
Annual contract fee		(360,354	)		(349,523	)		(521,280	)		(604,002	)		(63,631	)		(69,214	)
Net increase (decrease) in net assets from principal transactions		(429,420	)		(833,417	)		(144,120	)		(2,782,330	)		(181,784	)		(471,978	)
Total increase (decrease) in net assets		(620,361	)		(304,029	)		(946,073	)		(579,856	)		(215,430	)		(365,181	)
Net assets at beginning of period		3,940,880			4,244,909			16,545,768			17,125,624			1,463,970			1,829,151
Net assets at end of period	$	3,320,519		$	3,940,880		$	15,599,695		$	16,545,768		$	1,248,540		$	1,463,970
	2018			2017			2018			2017			2018			2017
Units, beginning of period		108,896			132,703			803,982			949,957			41,931			55,799
Units issued		7,854			11,837			87,715			59,991			13,469			7,549
Units redeemed		(19,401	)		(35,644	)		(95,298	)		(205,966	)		(18,363	)		(21,417	)
Units, end of period		97,349			108,896			796,399			803,982			37,037			41,931

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,

	Managed Volatility Conservative Portfolio Series NAV						Managed Volatility Growth Portfolio Series I						Managed Volatility Growth Portfolio Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	156,822		$	121,318		$	65,239		$	60,104		$	481,026		$	455,615
Expenses:
Mortality and expense risk and administrative charges		—			—			(15,966	)		(16,554	)		—			—
Net investment income (loss)		156,822			121,318			49,273			43,550			481,026			455,615
Realized gains (losses) on investments:
Capital gain distributions received		152,040			82,018			267,791			118,236			1,752,244			893,206
Net realized gain (loss)		218			(174,721	)		34,329			64,520			(52,718	)		433,810
Realized gains (losses)		152,258			(92,703	)		302,120			182,756			1,699,526			1,327,016
Unrealized appreciation (depreciation) during the period		(436,446	)		350,382			(562,102	)		291,743			(3,508,943	)		2,373,560
Net increase (decrease) in net assets from operations		(127,366	)		378,997			(210,709	)		518,049			(1,328,391	)		4,156,191
Changes from principal transactions:
Purchase payments		1,662,672			1,111,725			97,500			84,831			1,792,598			1,940,969
Transfers between sub-accounts and the company		(273,668	)		(1,012,830	)		73,283			3,039			(2,584,187	)		(1,992,114	)
Transfers on general account policy loans		(75,432	)		(21,645	)		64,542			(35,498	)		(33,085	)		(268,816	)
Withdrawals		(37,825	)		(272,400	)		(177,530	)		(152,335	)		(572,670	)		(4,189,421	)
Annual contract fee		(254,845	)		(222,390	)		(227,423	)		(220,250	)		(658,898	)		(757,754	)
Net increase (decrease) in net assets from principal transactions		1,020,902			(417,540	)		(169,628	)		(320,213	)		(2,056,242	)		(5,267,136	)
Total increase (decrease) in net assets		893,536			(38,543	)		(380,337	)		197,836			(3,384,633	)		(1,110,945	)
Net assets at beginning of period		4,800,051			4,838,594			3,156,985			2,959,149			23,388,148			24,499,093
Net assets at end of period	$	5,693,587		$	4,800,051		$	2,776,648		$	3,156,985		$	20,003,515		$	23,388,148
	2018			2017			2018			2017			2018			2017
Units, beginning of period		258,867			281,681			90,667			100,401			1,107,957			1,377,723
Units issued		108,392			104,343			11,544			13,266			147,391			113,865
Units redeemed		(53,242	)		(127,157	)		(16,375	)		(23,000	)		(241,263	)		(383,631	)
Units, end of period		314,017			258,867			85,836			90,667			1,014,085			1,107,957

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,

	Managed Volatility Moderate Portfolio Series I						Managed Volatility Moderate Portfolio Series NAV						Mid Cap Index Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	54,267		$	46,251		$	168,519		$	160,093		$	103,728		$	39,990
Expenses:
Mortality and expense risk and administrative charges		(10,122	)		(9,281	)		—			—			(43,475	)		(32,279	)
Net investment income (loss)		44,145			36,970			168,519			160,093			60,253			7,711
Realized gains (losses) on investments:
Capital gain distributions received		140,588			61,552			426,274			215,870			636,030			442,191
Net realized gain (loss)		(57,250	)		(43,723	)		(128,511	)		(177,785	)		78,006			18,029
Realized gains (losses)		83,338			17,829			297,763			38,085			714,036			460,220
Unrealized appreciation (depreciation) during the period		(234,321	)		147,960			(731,145	)		786,747			(1,826,520	)		642,486
Net increase (decrease) in net assets from operations		(106,838	)		202,759			(264,863	)		984,925			(1,052,231	)		1,110,417
Changes from principal transactions:
Purchase payments		56,680			47,048			259,395			336,733			192,913			110,993
Transfers between sub-accounts and the company		297,900			203,308			58,437			(3,487,568	)		(346,567	)		1,830,494
Transfers on general account policy loans		(7,893	)		(289	)		(16,583	)		768			196			13
Withdrawals		(33,933	)		(87,475	)		(472,492	)		(321,830	)		(134,775	)		(144,406	)
Annual contract fee		(162,557	)		(143,045	)		(149,806	)		(187,768	)		(497,142	)		(217,632	)
Net increase (decrease) in net assets from principal transactions		150,197			19,547			(321,049	)		(3,659,665	)		(785,375	)		1,579,462
Total increase (decrease) in net assets		43,359			222,306			(585,912	)		(2,674,740	)		(1,837,606	)		2,689,879
Net assets at beginning of period		2,047,422			1,825,116			6,949,417			9,624,157			9,764,956			7,075,077
Net assets at end of period	$	2,090,781		$	2,047,422		$	6,363,505		$	6,949,417		$	7,927,350		$	9,764,956
	2018			2017			2018			2017			2018			2017
Units, beginning of period		54,906			54,394			344,088			533,840			186,083			154,279
Units issued		14,935			11,382			27,193			18,704			8,917			49,248
Units redeemed		(11,396	)		(10,870	)		(43,300	)		(208,456	)		(23,567	)		(17,444	)
Units, end of period		58,445			54,906			327,981			344,088			171,433			186,083

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,

	Mid Cap Index Trust Series NAV						Mid Cap Stock Trust Series I						Mid Cap Stock Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	173,869		$	75,941		$	—		$	—		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		—			—			(14,196	)		(12,555	)		—			—
Net investment income (loss)		173,869			75,941			(14,196	)		(12,555	)		—			—
Realized gains (losses) on investments:
Capital gain distributions received		1,006,849			801,568			424,105			68,969			838,342			116,269
Net realized gain (loss)		(97,501	)		405,409			116,246			(2,669	)		368,115			393,367
Realized gains (losses)		909,348			1,206,977			540,351			66,300			1,206,457			509,636
Unrealized appreciation (depreciation) during the period		(2,774,097	)		658,498			(592,112	)		840,403			(1,310,574	)		958,926
Net increase (decrease) in net assets from operations		(1,690,880	)		1,941,416			(65,957	)		894,148			(104,117	)		1,468,562
Changes from principal transactions:
Purchase payments		369,613			331,750			29,554			29,286			244,676			196,406
Transfers between sub-accounts and the company		(352,128	)		2,937,674			152,462			(424,258	)		239,893			(799,711	)
Transfers on general account policy loans		(29,945	)		(13,461	)		(221	)		249			(6,071	)		8,358
Withdrawals		(650,625	)		(445,433	)		(63,306	)		(171,622	)		(107,873	)		(712,125	)
Annual contract fee		(335,895	)		(350,967	)		(103,805	)		(90,775	)		(124,111	)		(97,924	)
Net increase (decrease) in net assets from principal transactions		(998,980	)		2,459,563			14,684			(657,120	)		246,514			(1,404,996	)
Total increase (decrease) in net assets		(2,689,860	)		4,400,979			(51,273	)		237,028			142,397			63,566
Net assets at beginning of period		15,217,036			10,816,057			3,662,348			3,425,320			6,055,527			5,991,961
Net assets at end of period	$	12,527,176		$	15,217,036		$	3,611,075		$	3,662,348		$	6,197,924		$	6,055,527
	2018			2017			2018			2017			2018			2017
Units, beginning of period		406,367			334,660			87,269			104,260			61,598			78,421
Units issued		67,805			209,051			9,172			7,475			35,582			70,307
Units redeemed		(96,361	)		(137,344	)		(8,723	)		(24,466	)		(33,145	)		(87,130	)
Units, end of period		377,811			406,367			87,718			87,269			64,035			61,598

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,

	Mid Value Trust Series I						Mid Value Trust Series NAV						Money Market Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	27,112		$	34,091		$	88,263		$	115,103		$	309,941		$	120,166
Expenses:
Mortality and expense risk and administrative charges		(10,835	)		(11,972	)		—			—			(82,511	)		(87,154	)
Net investment income (loss)		16,277			22,119			88,263			115,103			227,430			33,012
Realized gains (losses) on investments:
Capital gain distributions received		275,600			321,029			837,177			1,053,741			(2	)		218
Net realized gain (loss)		21,515			(172,388	)		(134,535	)		(922,102	)		—			—
Realized gains (losses)		297,115			148,641			702,642			131,639			(2	)		218
Unrealized appreciation (depreciation) during the period		(683,656	)		231,068			(1,887,045	)		983,867			—			1
Net increase (decrease) in net assets from operations		(370,264	)		401,828			(1,096,140	)		1,230,609			227,428			33,231
Changes from principal transactions:
Purchase payments		12,601			10,887			167,975			189,498			159,332			155,229
Transfers between sub-accounts and the company		104,211			(742,686	)		(885,287	)		(67,165	)		1,863,022			1,522,747
Transfers on general account policy loans		(7,270	)		63			(1,704	)		6,547			219,680			3,073
Withdrawals		(233,700	)		(822,650	)		(552,600	)		(1,053,737	)		(1,984,261	)		(9,047,955	)
Annual contract fee		(101,670	)		(102,752	)		(134,346	)		(148,786	)		(821,780	)		(874,354	)
Net increase (decrease) in net assets from principal transactions		(225,828	)		(1,657,138	)		(1,405,962	)		(1,073,643	)		(564,007	)		(8,241,260	)
Total increase (decrease) in net assets		(596,092	)		(1,255,310	)		(2,502,102	)		156,966			(336,579	)		(8,208,029	)
Net assets at beginning of period		3,587,121			4,842,431			11,222,471			11,065,505			19,208,310			27,416,339
Net assets at end of period	$	2,991,029		$	3,587,121		$	8,720,369		$	11,222,471		$	18,871,731		$	19,208,310
	2018			2017			2018			2017			2018			2017
Units, beginning of period		106,318			159,334			210,469			231,302			930,799			1,316,851
Units issued		10,592			9,806			31,658			66,040			585,774			373,918
Units redeemed		(17,247	)		(62,822	)		(59,023	)		(86,873	)		(611,915	)		(759,970	)
Units, end of period		99,663			106,318			183,104			210,469			904,658			930,799

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,

	Money-Market Trust Series NAV						PIMCO All Asset						Real Estate Securities Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	810,631		$	243,058		$	141,819		$	180,156		$	138,701		$	45,421
Expenses:
Mortality and expense risk and administrative charges		—			—			(6,561	)		(4,318	)		(46,970	)		(51,203	)
Net investment income (loss)		810,631			243,058			135,258			175,838			91,731			(5,782	)
Realized gains (losses) on investments:
Capital gain distributions received		(1	)		295			—			—			1			1
Net realized gain (loss)		—			—			(35,841	)		(21,424	)		329,979			458,033
Realized gains (losses)		(1	)		295			(35,841	)		(21,424	)		329,980			458,034
Unrealized appreciation (depreciation) during the period		—			—			(377,403	)		339,568			(750,638	)		45,877
Net increase (decrease) in net assets from operations		810,630			243,353			(277,986	)		493,982			(328,927	)		498,129
Changes from principal transactions:
Purchase payments		4,686,280			6,074,083			124,150			149,864			119,085			143,778
Transfers between sub-accounts and the company		9,294,173			15,888,771			743,415			678,667			164,727			(941,221	)
Transfers on general account policy loans		6,548			(108,055	)		(40	)		(43	)		(15,786	)		14,363
Withdrawals		(2,695,360	)		(4,218,543	)		(41,100	)		(305,595	)		(443,784	)		(615,916	)
Annual contract fee		(1,134,332	)		(1,015,843	)		(152,494	)		(138,531	)		(362,313	)		(400,818	)
Net increase (decrease) in net assets from principal transactions		10,157,309			16,620,413			673,931			384,362			(538,071	)		(1,799,814	)
Total increase (decrease) in net assets		10,967,939			16,863,766			395,945			878,344			(866,998	)		(1,301,685	)
Net assets at beginning of period		53,181,453			36,317,687			4,545,996			3,667,652			8,669,617			9,971,302
Net assets at end of period	$	64,149,392		$	53,181,453		$	4,941,941		$	4,545,996		$	7,802,619		$	8,669,617
	2018			2017			2018			2017			2018			2017
Units, beginning of period		5,280,323			3,628,112			235,317			215,036			47,363			57,395
Units issued		4,944,326			6,177,745			67,094			57,183			3,074			773
Units redeemed		(3,954,725	)		(4,525,534	)		(35,621	)		(36,902	)		(6,044	)		(10,805	)
Units, end of period		6,269,924			5,280,323			266,790			235,317			44,393			47,363

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,

	Real Estate Securities Trust Series NAV						Science & Technology Trust Series I						Science & Technology Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	202,332		$	79,163		$	—		$	4,029		$	—		$	4,395
Expenses:
Mortality and expense risk and administrative charges		—			—			(34,184	)		(31,614	)		—			—
Net investment income (loss)		202,332			79,163			(34,184	)		(27,585	)		—			4,395
Realized gains (losses) on investments:
Capital gain distributions received		—			—			1,273,882			430,935			1,110,658			278,799
Net realized gain (loss)		477,547			761,238			447,346			184,346			366,610			636,610
Realized gains (losses)		477,547			761,238			1,721,228			615,281			1,477,268			915,409
Unrealized appreciation (depreciation) during the period		(1,137,176	)		(96,267	)		(1,679,630	)		2,289,543			(1,749,546	)		596,538
Net increase (decrease) in net assets from operations		(457,297	)		744,134			7,414			2,877,239			(272,278	)		1,516,342
Changes from principal transactions:
Purchase payments		311,476			390,328			66,565			55,700			218,349			239,955
Transfers between sub-accounts and the company		(1,419,759	)		(127,354	)		(162,950	)		(1,313,079	)		2,269,470			723,003
Transfers on general account policy loans		(9,553	)		7,615			(1,091	)		2,050			(1,458	)		245
Withdrawals		(405,968	)		(493,434	)		(384,912	)		(650,687	)		(469,031	)		(129,876	)
Annual contract fee		(181,329	)		(200,042	)		(295,533	)		(256,903	)		(196,153	)		(140,426	)
Net increase (decrease) in net assets from principal transactions		(1,705,133	)		(422,887	)		(777,921	)		(2,162,919	)		1,821,177			692,901
Total increase (decrease) in net assets		(2,162,430	)		321,247			(770,507	)		714,320			1,548,899			2,209,243
Net assets at beginning of period		13,691,576			13,370,329			8,662,179			7,947,859			5,704,807			3,495,564
Net assets at end of period	$	11,529,146		$	13,691,576		$	7,891,672		$	8,662,179		$	7,253,706		$	5,704,807
	2018			2017			2018			2017			2018			2017
Units, beginning of period		84,360			87,538			176,794			225,197			129,919			112,415
Units issued		21,338			32,511			15,261			19,880			92,463			137,973
Units redeemed		(32,142	)		(35,689	)		(31,219	)		(68,283	)		(56,246	)		(120,469	)
Units, end of period		73,556			84,360			160,836			176,794			166,136			129,919

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,

	Select Bond Trust Series I						Select Bond Trust Series NAV						Short Term Government Income Trust Series I
	2018 (a)			2017			2018 (b)			2017			2018			2017
Income:
Dividend distributions received	$	173,071		$	178,782		$	36,563		$	46,906		$	30,495		$	19,180
Expenses:
Mortality and expense risk and administrative charges		(25,047	)		(26,481	)		—			—			(7,279	)		(7,141	)
Net investment income (loss)		148,024			152,301			36,563			46,906			23,216			12,039
Realized gains (losses) on investments:
Capital gain distributions received		1			—			—			—			—			—
Net realized gain (loss)		(43,393	)		(25,659	)		(48,294	)		(231,488	)		(14,871	)		(5,024	)
Realized gains (losses)		(43,392	)		(25,659	)		(48,294	)		(231,488	)		(14,871	)		(5,024	)
Unrealized appreciation (depreciation) during the period		(163,984	)		87,731			(3,507	)		267,171			(2,742	)		(6,086	)
Net increase (decrease) in net assets from operations		(59,352	)		214,373			(15,238	)		82,589			5,603			929
Changes from principal transactions:
Purchase payments		17,520			18,537			101,926			198,751			19,019			21,059
Transfers between sub-accounts and the company		(231,872	)		(265,123	)		(500,480	)		(6,092,942	)		246,501			72,040
Transfers on general account policy loans		(23	)		(22	)		4,805			7,186			(80	)		163
Withdrawals		(34,326	)		(346,355	)		(18,758	)		(109,748	)		(51,046	)		(475	)
Annual contract fee		(131,881	)		(148,311	)		(66,040	)		(81,160	)		(81,841	)		(78,268	)
Net increase (decrease) in net assets from principal transactions		(380,582	)		(741,274	)		(478,547	)		(6,077,913	)		132,553			14,519
Total increase (decrease) in net assets		(439,934	)		(526,901	)		(493,785	)		(5,995,324	)		138,156			15,448
Net assets at beginning of period		6,653,487			7,180,388			1,681,650			7,676,974			1,451,325			1,435,877
Net assets at end of period	$	6,213,553		$	6,653,487		$	1,187,865		$	1,681,650		$	1,589,481		$	1,451,325
	2018			2017			2018			2017			2018			2017
Units, beginning of period		570,745			636,003			140,363			664,134			139,708			138,264
Units issued		47,545			47,516			27,620			18,764			35,795			15,046
Units redeemed		(81,097	)		(112,774	)		(68,451	)		(542,535	)		(23,119	)		(13,602	)
Units, end of period		537,193			570,745			99,532			140,363			152,384			139,708

(a) Renamed on April 30, 2018. Previously known as Bond Trust Series I.

(b) Renamed on April 30, 2018. Previously known as Bond Trust Series NAV.

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,

	Short Term Government Income Trust Series NAV						Small Cap Index Trust Series I						Small Cap Index Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	114,686		$	29,960		$	60,811		$	26,087		$	111,046		$	33,897
Expenses:
Mortality and expense risk and administrative charges		—			—			(25,027	)		(23,028	)		—			—
Net investment income (loss)		114,686			29,960			35,784			3,059			111,046			33,897
Realized gains (losses) on investments:
Capital gain distributions received		—			—			378,619			237,959			659,260			270,895
Net realized gain (loss)		(42,645	)		(23,736	)		23,472			19,130			(114,755	)		211,488
Realized gains (losses)		(42,645	)		(23,736	)		402,091			257,089			544,505			482,383
Unrealized appreciation (depreciation) during the period		(5,310	)		5,427			(1,168,595	)		524,113			(2,307,636	)		379,532
Net increase (decrease) in net assets from operations		66,731			11,651			(730,720	)		784,261			(1,652,085	)		895,812
Changes from principal transactions:
Purchase payments		39,495			22,130			24,494			24,331			176,340			162,394
Transfers between sub-accounts and the company		3,927,798			71,738			88,187			(434,650	)		4,543,854			138,193
Transfers on general account policy loans		1,836			2,332			110			350			(9,286	)		(13,591	)
Withdrawals		(806,914	)		(1,020	)		1,889			(5,775	)		(813,316	)		(87,818	)
Annual contract fee		(39,572	)		(30,981	)		(97,156	)		(92,258	)		(180,857	)		(188,096	)
Net increase (decrease) in net assets from principal transactions		3,122,643			64,199			17,524			(508,002	)		3,716,735			11,082
Total increase (decrease) in net assets		3,189,374			75,850			(713,196	)		276,259			2,064,650			906,894
Net assets at beginning of period		2,133,338			2,057,488			6,186,594			5,910,335			6,813,361			5,906,467
Net assets at end of period	$	5,322,712		$	2,133,338		$	5,473,398		$	6,186,594		$	8,878,011		$	6,813,361
	2018			2017			2018			2017			2018			2017
Units, beginning of period		196,487			190,676			154,601			168,328			198,652			197,055
Units issued		406,070			120,962			14,562			9,200			188,172			118,344
Units redeemed		(116,653	)		(115,151	)		(14,108	)		(22,927	)		(94,987	)		(116,747	)
Units, end of period		485,904			196,487			155,055			154,601			291,837			198,652

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,

	Small Cap Opportunities Trust Series I						Small Cap Opportunities Trust Series NAV						Small Cap Stock Trust Series I
	2018			2017			2018			2017			2018 (c)			2017
Income:
Dividend distributions received	$	58,896		$	58,421		$	1,888		$	1,512		$	—		$	—
Expenses:
Mortality and expense risk and administrative charges		(86,108	)		(85,892	)		—			—			(7,317	)		(7,171	)
Net investment income (loss)		(27,212	)		(27,471	)		1,888			1,512			(7,317	)		(7,171	)
Realized gains (losses) on investments:
Capital gain distributions received		2,783,208			912,342			80,203			21,320			91,715			—
Net realized gain (loss)		30,713			82,697			(13,226	)		4,658			41,757			(137,101	)
Realized gains (losses)		2,813,921			995,039			66,977			25,978			133,472			(137,101	)
Unrealized appreciation (depreciation) during the period		(4,681,250	)		453,868			(126,218	)		13,475			(210,621	)		472,028
Net increase (decrease) in net assets from operations		(1,894,541	)		1,421,436			(57,353	)		40,965			(84,466	)		327,756
Changes from principal transactions:
Purchase payments		360,987			389,940			35,173			39,999			5,910			3,544
Transfers between sub-accounts and the company		(133,096	)		(139,559	)		44,814			(127,897	)		29,138			(346,240	)
Transfers on general account policy loans		4,806			(5,261	)		(933	)		(33	)		(8	)		143
Withdrawals		(738,692	)		(910,803	)		(14,100	)		(3,888	)		(81,038	)		(95,619	)
Annual contract fee		(859,067	)		(858,897	)		(15,523	)		(19,091	)		(65,960	)		(61,607	)
Net increase (decrease) in net assets from principal transactions		(1,365,062	)		(1,524,580	)		49,431			(110,910	)		(111,958	)		(499,779	)
Total increase (decrease) in net assets		(3,259,603	)		(103,144	)		(7,922	)		(69,945	)		(196,424	)		(172,023	)
Net assets at beginning of period		14,715,365			14,818,509			338,798			408,743			1,372,442			1,544,465
Net assets at end of period	$	11,455,762		$	14,715,365		$	330,876		$	338,798		$	1,176,018		$	1,372,442
	2018			2017			2018			2017			2018			2017
Units, beginning of period		323,762			359,768			13,830			18,551			44,078			62,515
Units issued		5,738			9,347			6,211			8,159			9,675			8,141
Units redeemed		(35,113	)		(45,353	)		(4,371	)		(12,880	)		(13,729	)		(26,578	)
Units, end of period		294,387			323,762			15,670			13,830			40,024			44,078

(c) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series I.

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,

	Small Cap Stock Trust Series NAV						Small Cap Value Trust Series I						Small Cap Value Trust Series NAV
	2018 (d)			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	—		$	—		$	5,305		$	7,780		$	57,650		$	85,252
Expenses:
Mortality and expense risk and administrative charges		—			—			(3,413	)		(4,096	)		—			—
Net investment income (loss)		—			—			1,892			3,684			57,650			85,252
Realized gains (losses) on investments:
Capital gain distributions received		96,902			—			96,359			67,862			948,496			674,417
Net realized gain (loss)		1,464,455			(724,743	)		(21,861	)		(32,746	)		(428,381	)		(98,500	)
Realized gains (losses)		1,561,357			(724,743	)		74,498			35,116			520,115			575,917
Unrealized appreciation (depreciation) during the period		(1,047,288	)		2,135,455			(170,927	)		(16,383	)		(1,541,331	)		(393,966	)
Net increase (decrease) in net assets from operations		514,069			1,410,712			(94,537	)		22,417			(963,566	)		267,203
Changes from principal transactions:
Purchase payments		145,571			138,317			1,646			2,473			239,103			275,270
Transfers between sub-accounts and the company		(3,618,949	)		(3,673,471	)		(31,997	)		(257,214	)		(1,064,374	)		(138,533	)
Transfers on general account policy loans		(7,099	)		11,886			—			—			(12,716	)		989
Withdrawals		(439,681	)		(386,909	)		(20,950	)		(15,645	)		(53,354	)		(945,151	)
Annual contract fee		(95,288	)		(106,789	)		(26,794	)		(33,220	)		(135,517	)		(153,420	)
Net increase (decrease) in net assets from principal transactions		(4,015,446	)		(4,016,966	)		(78,095	)		(303,606	)		(1,026,858	)		(960,845	)
Total increase (decrease) in net assets		(3,501,377	)		(2,606,254	)		(172,632	)		(281,189	)		(1,990,424	)		(693,642	)
Net assets at beginning of period		5,243,670			7,849,924			808,446			1,089,635			8,356,023			9,049,665
Net assets at end of period	$	1,742,293		$	5,243,670		$	635,814		$	808,446		$	6,365,599		$	8,356,023
	2018			2017			2018			2017			2018			2017
Units, beginning of period		135,350			256,722			27,201			37,965			96,106			108,027
Units issued		55,334			98,309			2,321			11,762			20,089			58,984
Units redeemed		(143,228	)		(219,681	)		(4,972	)		(22,526	)		(32,574	)		(70,905	)
Units, end of period		47,456			135,350			24,550			27,201			83,621			96,106

(d) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series NAV.

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,

	Small Company Value Trust Series I						Small Company Value Trust Series NAV						Strategic Income Opportunities Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	9,363		$	6,007		$	5,345		$	2,420		$	91,874		$	80,272
Expenses:
Mortality and expense risk and administrative charges		(8,582	)		(8,866	)		—			—			(7,883	)		(9,121	)
Net investment income (loss)		781			(2,859	)		5,345			2,420			83,991			71,151
Realized gains (losses) on investments:
Capital gain distributions received		220,761			366,011			111,085			143,025			—			—
Net realized gain (loss)		22,979			2,504			(49,687	)		11,504			(2,199	)		11,070
Realized gains (losses)		243,740			368,515			61,398			154,529			(2,199	)		11,070
Unrealized appreciation (depreciation) during the period		(572,889	)		(92,179	)		(228,849	)		(39,798	)		(217,160	)		55,887
Net increase (decrease) in net assets from operations		(328,368	)		273,477			(162,106	)		117,151			(135,368	)		138,108
Changes from principal transactions:
Purchase payments		24,115			11,634			55,321			49,190			28,388			29,264
Transfers between sub-accounts and the company		(77,189	)		(119,118	)		180,761			353,852			69,090			(164,203	)
Transfers on general account policy loans		(3,946	)		(622	)		(9,971	)		(475	)		6			40
Withdrawals		(118,028	)		(821,087	)		(100,925	)		(8,354	)		(117,893	)		(174,804	)
Annual contract fee		(90,031	)		(72,461	)		(30,094	)		(30,453	)		(89,543	)		(100,969	)
Net increase (decrease) in net assets from principal transactions		(265,079	)		(1,001,654	)		95,092			363,760			(109,952	)		(410,672	)
Total increase (decrease) in net assets		(593,447	)		(728,177	)		(67,014	)		480,911			(245,320	)		(272,564	)
Net assets at beginning of period		2,739,222			3,467,399			1,128,600			647,689			2,561,034			2,833,598
Net assets at end of period	$	2,145,775		$	2,739,222		$	1,061,586		$	1,128,600		$	2,315,714		$	2,561,034
	2018			2017			2018			2017			2018			2017
Units, beginning of period		61,798			86,670			35,455			22,703			92,337			107,747
Units issued		7,416			2,521			13,254			30,153			18,400			9,813
Units redeemed		(13,319	)		(27,393	)		(10,405	)		(17,401	)		(22,817	)		(25,223	)
Units, end of period		55,895			61,798			38,304			35,455			87,920			92,337

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,

	Strategic Income Opportunities Trust Series NAV						Total Bond Market Series Trust NAV						Total Stock Market Index Trust Series I
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	203,671		$	155,343		$	624,416		$	723,630		$	84,592		$	124,746
Expenses:
Mortality and expense risk and administrative charges		—			—			—			—			(24,709	)		(27,188	)
Net investment income (loss)		203,671			155,343			624,416			723,630			59,883			97,558
Realized gains (losses) on investments:
Capital gain distributions received		—			—			—			—			245,343			189,840
Net realized gain (loss)		(10,539	)		15,852			(879,545	)		(425,824	)		503,370			581,916
Realized gains (losses)		(10,539	)		15,852			(879,545	)		(425,824	)		748,713			771,756
Unrealized appreciation (depreciation) during the period		(461,874	)		76,202			197,635			599,713			(1,108,702	)		694,016
Net increase (decrease) in net assets from operations		(268,742	)		247,397			(57,494	)		897,519			(300,106	)		1,563,330
Changes from principal transactions:
Purchase payments		283,182			324,297			127,360			604,808			24,217			18,041
Transfers between sub-accounts and the company		193,350			810,266			(1,696,312	)		(2,721,137	)		(1,376,449	)		(584,967	)
Transfers on general account policy loans		(1,728	)		(780	)		7,044			10,468			4,751			717
Withdrawals		(96,812	)		(53,178	)		(1,224,876	)		(3,199,216	)		(1,429	)		(11,737	)
Annual contract fee		(119,096	)		(111,475	)		(308,984	)		(400,979	)		(111,355	)		(112,781	)
Net increase (decrease) in net assets from principal transactions		258,896			969,130			(3,095,768	)		(5,706,056	)		(1,460,265	)		(690,727	)
Total increase (decrease) in net assets		(9,846	)		1,216,527			(3,153,262	)		(4,808,537	)		(1,760,371	)		872,603
Net assets at beginning of period		4,988,236			3,771,709			23,146,361			27,954,898			8,025,736			7,153,133
Net assets at end of period	$	4,978,390		$	4,988,236		$	19,993,099		$	23,146,361		$	6,265,365		$	8,025,736
	2018			2017			2018			2017			2018			2017
Units, beginning of period		231,440			184,903			922,711			1,151,623			263,987			282,138
Units issued		45,709			101,450			869,854			1,336,838			14,484			73,390
Units redeemed		(34,011	)		(54,913	)		(993,610	)		(1,565,750	)		(59,003	)		(91,541	)
Units, end of period		243,138			231,440			798,955			922,711			219,468			263,987

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,

	Total Stock Market Index Trust Series NAV						Ultra Short Term Bond Trust Series I						Ultra Short Term Bond Trust Series NAV
	2018			2017			2018			2017			2018			2017
Income:
Dividend distributions received	$	79,888		$	74,353		$	48		$	52		$	12,184		$	9,773
Expenses:
Mortality and expense risk and administrative charges		—			—			(18	)		(38	)		—			—
Net investment income (loss)		79,888			74,353			30			14			12,184			9,773
Realized gains (losses) on investments:
Capital gain distributions received		208,050			108,943			—			—			—			—
Net realized gain (loss)		452,975			468,594			(24	)		(199	)		(5,129	)		(1,230	)
Realized gains (losses)		661,025			577,537			(24	)		(199	)		(5,129	)		(1,230	)
Unrealized appreciation (depreciation) during the period		(1,044,932	)		166,788			15			191			3,177			(4,486	)
Net increase (decrease) in net assets from operations		(304,019	)		818,678			21			6			10,232			4,057
Changes from principal transactions:
Purchase payments		550,782			315,491			—			57			3,012			2,726
Transfers between sub-accounts and the company		(24,669	)		2,393,867			—			—			119,348			83,698
Transfers on general account policy loans		(297	)		—			—			—			863			(893	)
Withdrawals		(47,412	)		(74,018	)		—			(4,876	)		38			(108,192	)
Annual contract fee		(126,298	)		(98,002	)		(479	)		(543	)		(25,719	)		(26,945	)
Net increase (decrease) in net assets from principal transactions		352,106			2,537,338			(479	)		(5,362	)		97,542			(49,606	)
Total increase (decrease) in net assets		48,087			3,356,016			(458	)		(5,356	)		107,774			(45,549	)
Net assets at beginning of period		5,860,760			2,504,744			3,166			8,522			589,854			635,403
Net assets at end of period	$	5,908,847		$	5,860,760		$	2,708		$	3,166		$	697,628		$	589,854
	2018			2017			2018			2017			2018			2017
Units, beginning of period		54,510			28,108			324			877			57,823			62,672
Units issued		157,939			256,085			—			4			32,193			10,345
Units redeemed		(154,196	)		(229,683	)		(50	)		(557	)		(22,660	)		(15,194	)
Units, end of period		58,253			54,510			274			324			67,356			57,823

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,

	Utilities Trust Series I						Utilities Trust Series NAV
	2018			2017			2018			2017
Income:
Dividend distributions received	$	29,842		$	26,231		$	67,506		$	50,898
Expenses:
Mortality and expense risk and administrative charges		(4,185	)		(4,957	)		—			—
Net investment income (loss)		25,657			21,274			67,506			50,898
Realized gains (losses) on investments:
Capital gain distributions received		—			—			(1	)		4
Net realized gain (loss)		4,972			(10,384	)		(53,170	)		(11,666	)
Realized gains (losses)		4,972			(10,384	)		(53,171	)		(11,662	)
Unrealized appreciation (depreciation) during the period		(26,322	)		136,243			4,138			221,144
Net increase (decrease) in net assets from operations		4,307			147,133			18,473			260,380
Changes from principal transactions:
Purchase payments		4,556			5,291			87,347			162,451
Transfers between sub-accounts and the company		(122,673	)		(23,438	)		(100,454	)		35,400
Transfers on general account policy loans		—			—			(75,990	)		(5,367	)
Withdrawals		(2,374	)		(166,476	)		(56,245	)		(28,459	)
Annual contract fee		(31,644	)		(37,854	)		(43,184	)		(46,162	)
Net increase (decrease) in net assets from principal transactions		(152,135	)		(222,477	)		(188,526	)		117,863
Total increase (decrease) in net assets		(147,828	)		(75,344	)		(170,053	)		378,243
Net assets at beginning of period		1,041,966			1,117,310			2,090,789			1,712,546
Net assets at end of period	$	894,138		$	1,041,966		$	1,920,736		$	2,090,789
	2018			2017			2018			2017
Units, beginning of period		27,607			33,660			64,181			60,361
Units issued		2,069			5,155			8,978			8,038
Units redeemed		(6,162	)		(11,208	)		(14,745	)		(4,218	)
Units, end of period		23,514			27,607			58,414			64,181

See accompanying notes.

53

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS

December 31, 2018

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 (the “Act”) 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 (“ASC”) Topic 946 Financial Services – Investment Companies. The Account consists of 92 active sub-accounts which are exclusively invested in a corresponding portfolio of the John Hancock Variable Insurance Trust (the “Trust”), and 3 active sub-accounts that are invested in portfolios of other Non-affiliated Trusts (the “Non-affiliated Trusts”). The Trust and Non-affiliated Trusts are 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 organized originally under the laws of the State of Maine in 1955 and later in 1992, the Company changed its state of domicile to the State of Michigan. 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
Bond Trust Series I	Select Bond Trust Series I	04/30/2018
Bond Trust Series NAV	Select Bond Trust Series NAV	04/30/2018
Small Cap Growth Trust Series I	Small Cap Stock Trust Series I	04/30/2018
Small Cap Growth Trust Series NAV	Small Cap Stock Trust Series NAV	04/30/2018

Funds transferred in 2018 are as follows:

Transferred from	Transferred to	Effective Date
Alpha Opportunities Trust Series I	Mid Cap Stock Trust Series I	04/27/2018
Alpha Opportunities Trust Series NAV	Mid Cap Stock Trust Series NAV	04/27/2018

54

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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, 2018.

55

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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 years 2014 and 2015 are currently under examination by the Internal Revenue Service. The years from 2015 are also open for 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 ASC 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, 2018, 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.

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.

56

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

5. Fair Value Measurements

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, 2018. 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, 2018:

	Level 1		Level 2		Level 3		Total
Mutual Funds
Affiliated	$	700,194,349		—		—		700,194,349
NonAffiliated	$	5,208,180		—		—		5,208,180
Total	$	705,402,529		—		—		705,402,529

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, 2018.

57

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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 2018 were as follows:

	Purchases		Sales
Sub-Account
500 Index Fund Series NAV	$	15,262,111	$	20,397,200
Active Bond Trust Series I		143,503		204,116
Active Bond Trust Series NAV		423,414		90,201
Alpha Opportunities Trust Series I (a)		4,783		43,615
Alpha Opportunities Trust Series NAV (b)		84,116		657,538
American Asset Allocation Trust Series I		2,607,797		1,636,182
American Global Growth Trust Series I		697,201		476,601
American Growth Trust Series I		6,676,436		6,566,449
American Growth-Income Trust Series I		3,825,842		6,041,828
American International Trust Series I		3,040,849		3,375,948
Blue Chip Growth Trust Series I		2,264,967		1,188,315
Blue Chip Growth Trust Series NAV		65,156,371		69,596,673
Capital Appreciation Trust Series I		2,176,875		1,934,661
Capital Appreciation Trust Series NAV		902,291		358,768
Capital Appreciation Value Trust Series I		114,472		118,015
Capital Appreciation Value Trust Series NAV		768,695		479,967
Core Bond Trust Series I		3,693,916		3,263,129
Core Bond Trust Series NAV		6,577,515		4,304,106
Emerging Markets Value Trust Series I		426,897		170,734
Emerging Markets Value Trust Series NAV		1,250,637		917,072
Equity Income Trust Series I		1,785,750		1,835,043
Equity Income Trust Series NAV		65,384,140		59,767,354
Financial Industries Trust Series I		175,398		220,005
Financial Industries Trust Series NAV		318,099		264,183
Fundamental All Cap Core Trust Series I		66,053		239,397
Fundamental All Cap Core Trust Series NAV		709,710		345,935
Fundamental Large Cap Value Trust Series I		150,449		384,902
Fundamental Large Cap Value Trust Series NAV		1,256,388		1,525,277
Global Bond Trust Series I		189,896		93,718
Global Bond Trust Series NAV		3,519,406		2,921,350
Global Trust Series I		520,384		1,316,683
Global Trust Series NAV		584,248		351,436
Health Sciences Trust Series I		908,095		462,805
Health Sciences Trust Series NAV		1,671,699		2,066,644
High Yield Trust Series I		437,631		657,561
High Yield Trust Series NAV		774,494		193,742
International Equity Index Series I		902,752		1,348,924
International Equity Index Series NAV		6,883,988		6,043,250
International Growth Stock Trust Series I		134,145		1,951,516
International Growth Stock Trust Series NAV		3,504,879		3,095,490
International Small Company Trust Series I		142,285		421,437
International Small Company Trust Series NAV		460,347		585,409
International Value Trust Series I		617,615		1,612,150
International Value Trust Series NAV		1,099,203		1,934,628
Investment Quality Bond Trust Series I		691,630		833,157
Investment Quality Bond Trust Series NAV		301,204		356,146
Lifestyle Balanced Portfolio Series NAV		14,192		6,765
Lifestyle Growth Portfolio Series I		6,300		210,882
Lifestyle Growth Portfolio Series NAV		410,848		305,265

58

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

6. Purchases and Sales of Investments — (continued):

	Purchases		Sales
Sub-Account
M Capital Appreciation	$	84,420	$	7,552
M Large Cap Growth		1		0
Managed Volatility Aggressive Portfolio Series I		327,929		150,206
Managed Volatility Aggressive Portfolio Series NAV		1,714,734		1,180,751
Managed Volatility Balanced Portfolio Series I		607,963		731,486
Managed Volatility Balanced Portfolio Series NAV		3,324,935		1,961,356
Managed Volatility Conservative Portfolio Series I		525,981		642,685
Managed Volatility Conservative Portfolio Series NAV		2,311,448		981,684
Managed Volatility Growth Portfolio Series I		740,445		593,010
Managed Volatility Growth Portfolio Series NAV		5,340,767		5,163,740
Managed Volatility Moderate Portfolio Series I		762,033		427,102
Managed Volatility Moderate Portfolio Series NAV		1,141,509		867,764
Mid Cap Index Trust Series I		1,211,118		1,300,210
Mid Cap Index Trust Series NAV		3,735,658		3,553,921
Mid Cap Stock Trust Series I		837,373		412,779
Mid Cap Stock Trust Series NAV		4,642,311		3,557,456
Mid Value Trust Series I		665,024		598,975
Mid Value Trust Series NAV		2,616,416		3,096,938
Money Market Trust Series I		12,606,798		12,943,377
Money-Market Trust Series NAV		51,019,221		40,051,282
PIMCO All Asset		1,480,137		670,949
Real Estate Securities Trust Series I		661,296		1,107,635
Real Estate Securities Trust Series NAV		3,580,287		5,083,091
Science & Technology Trust Series I		2,120,550		1,658,774
Science & Technology Trust Series NAV		5,623,069		2,691,232
Select Bond Trust Series I		718,744		951,302
Select Bond Trust Series NAV		362,001		803,986
Short Term Government Income Trust Series I		399,961		244,192
Short Term Government Income Trust Series NAV		4,507,467		1,270,137
Small Cap Index Trust Series I		1,043,853		611,929
Small Cap Index Trust Series NAV		7,707,152		3,220,110
Small Cap Opportunities Trust Series I		3,101,851		1,710,915
Small Cap Opportunities Trust Series NAV		236,760		105,238
Small Cap Stock Trust Series I		430,109		457,668
Small Cap Stock Trust Series NAV		2,322,875		6,241,417
Small Cap Value Trust Series I		169,859		149,703
Small Cap Value Trust Series NAV		2,744,156		2,764,869
Small Company Value Trust Series I		563,785		607,322
Small Company Value Trust Series NAV		538,832		327,311
Strategic Income Opportunities Trust Series I		598,354		624,317
Strategic Income Opportunities Trust Series NAV		1,176,196		713,628
Total Bond Market Series Trust NAV		22,011,385		24,482,737
Total Stock Market Index Trust Series I		769,061		1,924,098
Total Stock Market Index Trust Series NAV		17,545,629		16,905,585
Ultra Short Term Bond Trust Series I		48		497
Ultra Short Term Bond Trust Series NAV		341,807		232,082
Utilities Trust Series I		109,633		236,110
Utilities Trust Series NAV		366,545		487,565

59

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

6. Purchases and Sales of Investments — (continued):

(a) Terminated as an investment option and funds transferred to Mid Cap Stock Trust Series I on April 27, 2018. The information above represents operations and change in owner’s contract holder equities from beginning of the year through termination date.

(b) Terminated as an investment option and funds transferred to Mid Cap Stock Trust Series NAV on April 27, 2018. The information above represents operations and change in owner’s contract holder equities from beginning of the year through termination date.

60

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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 Series NAV (*)		2018		1,733		$	55.90 to $ 31.75		$	77,745		0.70% to 0.00	%		1.37	%		-4.64% to -5.32	%
		2017		1,888			58.62 to 33.53			89,400		0.70 to 0.00			1.69			21.54 to 20.70
		2016		2,089			48.23 to 27.78			82,800		0.70 to 0.00			1.84			11.64 to 10.86
		2015		1,981			43.20 to 25.06			71,734		0.70 to 0.00			1.79			1.15 to 0.44
		2014		1,978			26.70 to 24.48			70,166		0.90 to 0.00			1.74			13.43 to 12.41
Active Bond Trust Series I (*)		2018		30			23.10 to 21.73			675		0.65 to 0.20			3.13			-0.80 to -1.25
		2017		34			23.29 to 22.00			763		0.65 to 0.20			4.13			4.63 to 4.16
		2016		28			22.26 to 21.12			586		0.65 to 0.20			3.60			4.14 to 3.66
		2015		30			21.37 to 20.38			623		0.65 to 0.20			4.95			-0.03 to -0.49
		2014		32			21.80 to 19.99			652		0.90 to 0.00			3.76			6.82 to 5.85
Active Bond Trust Series NAV (*)		2018		17			77.56 to 77.56			1,357		0.00 to 0.00			3.48			-0.55 to -0.55
		2017		14			77.99 to 77.99			1,068		0.00 to 0.00			4.02			4.89 to 4.89
		2016		7			74.36 to 74.36			518		0.00 to 0.00			4.10			4.50 to 4.50
		2015		5			71.15 to 71.15			340		0.00 to 0.00			5.26			0.12 to 0.12
		2014		4			71.07 to 71.07			258		0.00 to 0.00			4.64			6.97 to 6.97
American Asset Allocation Trust Series I (*)		2018		604			18.46 to 17.12			10,661		0.70 to 0.00			1.64			-4.91 to -5.57
		2017		630			19.41 to 18.13			11,728		0.70 to 0.00			1.26			15.79 to 14.99
		2016		563			16.76 to 15.77			9,005		0.70 to 0.00			1.27			8.99 to 8.23
		2015		598			15.38 to 14.57			8,795		0.70 to 0.00			2.04			1.06 to 0.35
		2014		638			15.22 to 14.33			9,330		0.90 to 0.00			1.40			5.05 to 4.10
American Global Growth Trust Series I (*)		2018		39			18.63 to 17.67			728		0.65 to 0.00			0.68			-9.37 to -9.96
		2017		32			20.55 to 19.62			660		0.65 to 0.00			0.24			30.92 to 30.06
		2016		30			15.70 to 15.09			469		0.65 to 0.00			1.02			0.29 to -0.36
		2015		27			15.66 to 15.14			427		0.65 to 0.00			1.58			6.64 to 5.94
		2014		20			14.68 to 14.14			294		0.90 to 0.00			1.03			1.97 to 1.05
American Growth Trust Series I (*)		2018		381			42.51 to 31.23			12,294		0.65 to 0.00			0.33			-0.66 to -1.30
		2017		472			43.07 to 31.43			15,257		0.65 to 0.00			0.38			27.86 to 27.04
		2016		537			33.90 to 24.58			13,960		0.65 to 0.00			0.41			9.08 to 8.37
		2015		488			31.29 to 22.54			11,721		0.65 to 0.00			0.23			6.44 to 5.75
		2014		606			28.74 to 21.17			13,915		0.90 to 0.00			0.83			8.13 to 7.17
American Growth-Income Trust Series I (*)		2018		280			35.87 to 26.78			9,361		0.70 to 0.00			1.10			-2.18 to -2.87
		2017		414			36.92 to 27.38			13,401		0.70 to 0.00			1.06			22.03 to 21.18
		2016		486			30.47 to 22.44			13,415		0.70 to 0.00			1.72			11.10 to 10.33
		2015		469			27.62 to 20.19			11,818		0.70 to 0.00			1.32			1.11 to 0.41
		2014		502			26.88 to 19.97			12,621		0.90 to 0.00			0.93			10.25 to 9.27
American International Trust Series I (*)		2018		268			32.54 to 20.44			6,118		0.65 to 0.00			2.46			-13.46 to -14.02
		2017		306			37.84 to 23.62			7,988		0.65 to 0.00			0.53			31.65 to 30.80
		2016		776			28.93 to 17.94			14,938		0.65 to 0.00			0.97			3.12 to 2.45
		2015		849			28.24 to 17.40			15,951		0.65 to 0.00			1.13			-4.82 to -5.44
		2014		886			29.02 to 18.28			17,920		0.90 to 0.00			1.07			-3.05 to -3.92
Blue Chip Growth Trust Series I (*)		2018		137			73.44 to 67.11			9,434		0.70 to 0.20			0.02			1.77 to 1.26
		2017		142			72.16 to 66.28			9,564		0.70 to 0.20			0.07			36.01 to 35.33
		2016		153			53.06 to 48.98			7,724		0.70 to 0.20			0.01			0.61 to 0.11
		2015		174			52.74 to 48.92			8,641		0.70 to 0.20			0.00			10.84 to 10.29
		2014		154			48.93 to 43.14			6,900		0.90 to 0.00			0.00			9.07 to 8.09
Blue Chip Growth Trust Series NAV (*)		2018		318			190.64 to 190.64			60,594		0.00 to 0.00			0.04			2.03 to 2.03
		2017		366			186.84 to 186.84			68,329		0.00 to 0.00			0.11			36.34 to 36.34
		2016		394			137.04 to 137.04			54,032		0.00 to 0.00			0.06			0.85 to 0.85
		2015		345			135.88 to 135.88			46,931		0.00 to 0.00			0.00			11.13 to 11.13
		2014		310			122.28 to 122.28			37,958		0.00 to 0.00			0.00			9.11 to 9.11
Capital Appreciation Trust Series I (*)		2018		213			35.70 to 32.69			7,388		0.70 to 0.20			0.26			-1.00 to -1.50
		2017		244			36.06 to 33.18			8,566		0.70 to 0.20			0.06			36.26 to 35.58
		2016		274			26.47 to 24.48			7,058		0.70 to 0.20			0.00			-1.27 to -1.77
		2015		327			26.81 to 24.92			8,542		0.70 to 0.20			0.00			11.23 to 10.68
		2014		332			24.78 to 21.90			7,804		0.90 to 0.00			0.05			9.65 to 8.67
Capital Appreciation Trust Series NAV (*)		2018		58			36.38 to 36.38			2,100		0.00 to 0.00			0.38			-0.72 to -0.72
		2017		53			36.64 to 36.64			1,946		0.00 to 0.00			0.11			36.51 to 36.51
		2016		62			26.84 to 26.84			1,667		0.00 to 0.00			0.01			-1.00 to -1.00
		2015		65			27.11 to 27.11			1,756		0.00 to 0.00			0.03			11.47 to 11.47
		2014		54			24.32 to 24.32			1,316		0.00 to 0.00			0.09			9.68 to 9.68
Capital Appreciation Value Trust Series I (*)		2018		48			22.52 to 21.47			1,051		0.65 to 0.20			2.08			0.19 to -0.26
		2017		52			22.48 to 21.52			1,154		0.65 to 0.20			1.85			14.91 to 14.40
		2016		18			19.31 to 18.81			330		0.65 to 0.35			1.32			7.74 to 7.42
		2015		18			17.92 to 17.52			321		0.65 to 0.35			0.39			4.92 to 4.60
		2014		180			17.48 to 16.46			3,068		0.90 to 0.00			1.95			12.22 to 11.22

61

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
Capital Appreciation Value Trust Series NAV (*)		2018		105		$	23.09 to $ 23.09		$	2,416		0.00% to 0.00	%		2.24	%		0.45% to 0.45	%
		2017		102			22.99 to 22.99			2,356		0.00 to 0.00			1.53			15.13 to 15.13
		2016		95			19.97 to 19.97			1,900		0.00 to 0.00			2.04			8.19 to 8.19
		2015		14			18.46 to 18.46			263		0.00 to 0.00			1.40			5.27 to 5.27
		2014		10			17.54 to 17.54			170		0.00 to 0.00			1.68			12.38 to 12.38
Core Bond Trust Series I (*)		2018		382			20.87 to 19.63			7,855		0.65 to 0.20			2.54			-0.79 to -1.23
		2017		369			21.03 to 19.88			7,646		0.65 to 0.20			2.00			3.20 to 2.73
		2016		484			20.38 to 19.35			9,744		0.65 to 0.20			1.95			2.54 to 2.08
		2015		557			19.87 to 18.96			10,922		0.65 to 0.20			2.59			0.12 to -0.33
		2014		1			20.25 to 18.56			14		0.90 to 0.00			2.89			5.93 to 4.98
Core Bond Trust Series NAV (*)		2018		1,576			17.25 to 17.25			27,182		0.00 to 0.00			2.68			-0.54 to -0.54
		2017		1,480			17.35 to 17.35			25,673		0.00 to 0.00			2.30			3.47 to 3.47
		2016		1,270			16.76 to 16.76			21,287		0.00 to 0.00			2.15			2.73 to 2.73
		2015		1,411			16.32 to 16.32			23,019		0.00 to 0.00			2.19			0.36 to 0.36
		2014		63			16.26 to 16.26			1,029		0.00 to 0.00			3.47			6.01 to 6.01
Emerging Markets Value Trust Series I (*)		2018		127			15.09 to 14.31			1,904		0.65 to 0.20			2.71			-13.77 to -14.16
		2017		114			17.50 to 16.68			1,987		0.65 to 0.20			4.52			32.44 to 31.84
		2016		6			13.02 to 12.65			72		0.65 to 0.35			2.13			17.60 to 17.24
		2015		6			11.07 to 10.79			68		0.65 to 0.35			1.99			-19.36 to -19.60
		2014		13			14.10 to 13.16			174		0.90 to 0.00			0.96			-5.50 to -6.35
Emerging Markets Value Trust Series NAV (*)		2018		302			12.43 to 12.43			3,759		0.00 to 0.00			2.72			-13.48 to -13.48
		2017		285			14.36 to 14.36			4,086		0.00 to 0.00			2.38			32.67 to 32.67
		2016		126			10.83 to 10.83			1,368		0.00 to 0.00			2.42			18.09 to 18.09
		2015		91			9.17 to 9.17			833		0.00 to 0.00			2.21			-19.05 to -19.05
		2014		94			11.32 to 11.32			1,069		0.00 to 0.00			1.65			-5.37 to -5.37
Equity Income Trust Series I (*)		2018		141			50.10 to 45.79			6,780		0.70 to 0.20			1.85			-9.76 to -10.21
		2017		162			55.52 to 51.00			8,632		0.70 to 0.20			2.21			16.06 to 15.48
		2016		190			47.84 to 44.16			8,763		0.70 to 0.20			2.14			18.88 to 18.29
		2015		240			40.24 to 37.33			9,307		0.70 to 0.20			1.68			-6.93 to -7.40
		2014		330			44.46 to 39.20			13,816		0.90 to 0.00			1.98			7.47 to 6.51
Equity Income Trust Series NAV (*)		2018		715			53.66 to 53.66			38,346		0.00 to 0.00			2.00			-9.52 to -9.52
		2017		785			59.30 to 59.30			46,533		0.00 to 0.00			2.47			16.28 to 16.28
		2016		730			51.00 to 51.00			37,229		0.00 to 0.00			2.26			19.18 to 19.18
		2015		824			42.79 to 42.79			35,253		0.00 to 0.00			1.98			-6.66 to -6.66
		2014		908			45.85 to 45.85			41,633		0.00 to 0.00			2.00			7.55 to 7.55
Financial Industries Trust Series I (*)		2018		25			26.14 to 24.15			612		0.65 to 0.20			1.20			-14.66 to -15.05
		2017		28			30.63 to 28.43			821		0.65 to 0.20			1.03			15.05 to 14.54
		2016		35			26.63 to 24.82			888		0.65 to 0.20			1.31			19.13 to 18.60
		2015		32			22.35 to 20.93			682		0.65 to 0.20			0.60			-2.84 to -3.27
		2014		66			23.65 to 20.91			1,468		0.90 to 0.00			0.85			8.65 to 7.67
Financial Industries Trust Series NAV (*)		2018		11			32.70 to 32.70			347		0.00 to 0.00			1.16			-14.38 to -14.38
		2017		10			38.19 to 38.19			379		0.00 to 0.00			1.32			15.29 to 15.29
		2016		9			33.13 to 33.13			300		0.00 to 0.00			1.30			19.47 to 19.47
		2015		14			27.73 to 27.73			379		0.00 to 0.00			1.02			-2.58 to -2.58
		2014		15			28.46 to 28.46			421		0.00 to 0.00			0.68			8.64 to 8.64
Fundamental All Cap Core Trust Series I (*)		2018		4			44.17 to 41.16			193		0.65 to 0.20			0.36			-13.33 to -13.73
		2017		8			50.96 to 47.71			418		0.65 to 0.20			0.74			27.44 to 26.87
		2016		8			39.99 to 37.61			327		0.65 to 0.20			0.52			8.12 to 7.64
		2015		12			36.99 to 34.94			438		0.65 to 0.20			0.00			3.81 to 3.34
		2014		9			36.47 to 32.84			306		0.90 to 0.00			0.38			9.75 to 8.76
Fundamental All Cap Core Trust Series NAV (*)		2018		87			27.11 to 27.11			2,370		0.00 to 0.00			0.48			-13.16 to -13.16
		2017		88			31.22 to 31.22			2,761		0.00 to 0.00			0.92			27.77 to 27.77
		2016		59			24.44 to 24.44			1,446		0.00 to 0.00			0.70			8.40 to 8.40
		2015		58			22.55 to 22.55			1,309		0.00 to 0.00			0.00			4.09 to 4.09
		2014		47			21.66 to 21.66			1,009		0.00 to 0.00			0.48			9.81 to 9.81
Fundamental Large Cap Value Trust Series I (*)		2018		101			29.23 to 27.17			2,842		0.70 to 0.20			1.11			-17.20 to -17.61
		2017		108			35.30 to 32.98			3,699		0.70 to 0.20			1.51			17.20 to 16.62
		2016		160			30.12 to 28.28			4,698		0.70 to 0.20			2.16			9.95 to 9.41
		2015		217			27.40 to 25.85			5,781		0.70 to 0.20			0.97			-1.31 to -1.80
		2014		270			28.36 to 25.76			7,281		0.90 to 0.00			1.21			10.61 to 9.62
Fundamental Large Cap Value Trust Series NAV (*)		2018		305			21.23 to 21.23			6,469		0.00 to 0.00			1.18			-17.03 to -17.03
		2017		320			25.59 to 25.59			8,185		0.00 to 0.00			1.72			17.54 to 17.54
		2016		317			21.77 to 21.77			6,911		0.00 to 0.00			2.58			10.21 to 10.21
		2015		191			19.75 to 19.75			3,773		0.00 to 0.00			1.03			-1.06 to -1.06
		2014		168			19.96 to 19.96			3,363		0.00 to 0.00			0.84			10.66 to 10.66

62

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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 Bond Trust Series I (*)		2018		36		$	30.67 to $ 28.04		$	1,065		0.70% to 0.20	%		2.71	%		-2.10% to -2.58	%
		2017		34			31.33 to 28.78			1,015		0.70 to 0.20			2.36			8.54 to 8.00
		2016		36			28.86 to 26.65			1,015		0.70 to 0.20			0.00			2.85 to 2.33
		2015		41			28.07 to 26.04			1,123		0.70 to 0.20			1.76			-3.70 to -4.17
		2014		89			29.98 to 26.43			2,487		0.90 to 0.00			0.93			2.28 to 1.36
Global Bond Trust Series NAV (*)		2018		282			32.75 to 32.75			9,227		0.00 to 0.00			2.70			-1.74 to -1.74
		2017		271			33.33 to 33.33			9,043		0.00 to 0.00			2.29			8.71 to 8.71
		2016		213			30.66 to 30.66			6,545		0.00 to 0.00			0.00			3.15 to 3.15
		2015		201			29.73 to 29.73			5,977		0.00 to 0.00			2.49			-3.51 to -3.51
		2014		225			30.81 to 30.81			6,936		0.00 to 0.00			1.08			2.42 to 2.42
Global Trust Series I (*)		2018		52			31.30 to 28.60			1,515		0.70 to 0.20			1.53			-14.67 to -15.09
		2017		76			36.67 to 33.68			2,608		0.70 to 0.20			1.97			18.64 to 18.05
		2016		75			30.91 to 28.53			2,158		0.70 to 0.20			4.37			9.25 to 8.70
		2015		83			28.30 to 26.25			2,224		0.70 to 0.20			1.81			-6.61 to -7.08
		2014		113			31.16 to 27.47			3,234		0.90 to 0.00			3.40			-2.60 to -3.47
Global Trust Series NAV (*)		2018		131			18.01 to 18.01			2,358		0.00 to 0.00			1.91			-14.42 to -14.42
		2017		123			21.04 to 21.04			2,579		0.00 to 0.00			2.00			18.90 to 18.90
		2016		115			17.70 to 17.70			2,032		0.00 to 0.00			4.62			9.46 to 9.46
		2015		123			16.17 to 16.17			1,989		0.00 to 0.00			1.96			-6.33 to -6.33
		2014		128			17.26 to 17.26			2,209		0.00 to 0.00			4.54			-2.51 to -2.51
Health Sciences Trust Series I (*)		2018		61			86.24 to 79.65			5,104		0.65 to 0.20			0.00			0.48 to 0.03
		2017		62			85.82 to 79.62			5,158		0.65 to 0.20			0.00			27.25 to 26.68
		2016		67			67.44 to 62.85			4,375		0.65 to 0.20			0.06			-10.75 to -11.15
		2015		110			75.57 to 70.74			8,069		0.65 to 0.20			0.00			12.47 to 11.97
		2014		100			69.05 to 61.05			6,505		0.90 to 0.00			0.00			31.83 to 30.65
Health Sciences Trust Series NAV (*)		2018		82			69.79 to 69.79			5,691		0.00 to 0.00			0.00			0.76 to 0.76
		2017		95			69.27 to 69.27			6,555		0.00 to 0.00			0.00			27.61 to 27.61
		2016		93			54.28 to 54.28			5,051		0.00 to 0.00			0.11			-10.54 to -10.54
		2015		81			60.67 to 60.67			4,921		0.00 to 0.00			0.00			12.76 to 12.76
		2014		83			53.81 to 53.81			4,454		0.00 to 0.00			0.00			31.85 to 31.85
High Yield Trust Series I (*)		2018		78			33.50 to 30.63			2,523		0.70 to 0.20			5.76			-3.21 to -3.69
		2017		89			34.61 to 31.81			2,979		0.70 to 0.20			5.79			7.28 to 6.75
		2016		114			32.27 to 29.80			3,561		0.70 to 0.20			7.03			16.03 to 15.45
		2015		102			27.81 to 25.81			2,758		0.70 to 0.20			7.30			-8.51 to -8.96
		2014		134			31.25 to 27.57			3,941		0.90 to 0.00			6.42			0.12 to -0.78
High Yield Trust Series NAV (*)		2018		86			23.52 to 23.52			2,011		0.00 to 0.00			6.89			-3.02 to -3.02
		2017		67			24.25 to 24.25			1,622		0.00 to 0.00			4.30			7.46 to 7.46
		2016		124			22.57 to 22.57			2,802		0.00 to 0.00			6.85			16.56 to 16.56
		2015		117			19.36 to 19.36			2,264		0.00 to 0.00			6.07			-8.38 to -8.38
		2014		185			21.14 to 21.14			3,920		0.00 to 0.00			7.74			0.00 to 0.00
International Equity Index Series I (*)		2018		608			12.30 to 11.96			7,383		0.65 to 0.20			2.26			-14.27 to -14.66
		2017		651			14.34 to 14.02			9,241		0.65 to 0.20			2.46			27.05 to 26.49
		2016		498			11.29 to 11.08			5,569		0.65 to 0.20			2.47			4.24 to 3.77
		2015		420			10.83 to 10.68			4,525		0.65 to 0.20			2.54			-6.11 to -6.53
		2014		382			11.58 to 11.36			4,392		0.90 to 0.00			3.21			-4.61 to -5.47
International Equity Index Series NAV (*)		2018		311			48.91 to 48.91			15,197		0.00 to 0.00			2.43			-14.10 to -14.10
		2017		304			56.94 to 56.94			17,323		0.00 to 0.00			2.37			27.45 to 27.45
		2016		252			44.68 to 44.68			11,245		0.00 to 0.00			2.78			4.43 to 4.43
		2015		276			42.78 to 42.78			11,819		0.00 to 0.00			2.45			-5.80 to -5.80
		2014		274			45.42 to 45.42			12,445		0.00 to 0.00			3.02			-4.57 to -4.57
International Growth Stock Trust Series I (*)		2018		75			12.34 to 12.00			919		0.65 to 0.20			0.78			-14.60 to -14.98
		2017		210			14.45 to 14.12			3,021		0.65 to 0.20			1.61			21.61 to 21.07
		2016		126			11.88 to 11.66			1,485		0.65 to 0.20			1.81			-1.51 to -1.95
		2015		131			12.06 to 11.89			1,579		0.65 to 0.20			3.18			-2.46 to -2.90
		2014		32			12.42 to 12.18			390		0.90 to 0.00			2.16			0.20 to -0.70
International Growth Stock Trust Series NAV (*)		2018		736			12.53 to 12.53			9,223		0.00 to 0.00			1.64			-14.43 to -14.43
		2017		749			14.64 to 14.64			10,972		0.00 to 0.00			1.51			21.90 to 21.90
		2016		740			12.01 to 12.01			8,892		0.00 to 0.00			1.73			-1.19 to -1.19
		2015		696			12.16 to 12.16			8,457		0.00 to 0.00			1.83			-2.23 to -2.23
		2014		664			12.43 to 12.43			8,259		0.00 to 0.00			1.93			0.19 to 0.19
International Small Company Trust Series I (*)		2018		28			16.08 to 15.37			435		0.70 to 0.20			1.47			-20.26 to -20.66
		2017		44			20.16 to 19.37			854		0.70 to 0.20			1.44			29.20 to 28.56
		2016		33			15.61 to 15.06			497		0.70 to 0.20			1.86			4.69 to 4.17
		2015		40			14.91 to 14.46			587		0.70 to 0.20			1.51			6.32 to 5.80
		2014		70			14.17 to 13.53			964		0.90 to 0.00			1.38			-6.89 to -7.73

63

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
International Small Company Trust Series NAV (*)		2018			74		$	16.45 to $16.45		$	1,216		0.00% to 0.00	%		1.17	%		-20.07% to -20.07	%
		2017			80			20.59 to 20.59			1,648		0.00 to 0.00			1.69			29.59 to 29.59
		2016			57			15.89 to 15.89			904		0.00 to 0.00			1.97			4.95 to 4.95
		2015			66			15.14 to 15.14			1,004		0.00 to 0.00			1.77			6.68 to 6.68
		2014			78			14.19 to 14.19			1,103		0.00 to 0.00			1.44			-6.85 to -6.85
International Value Trust Series I (*)		2018			188			23.54 to 21.51			4,299		0.70 to 0.20			2.28			-15.20 to -15.63
		2017			231			27.75 to 25.49			6,222		0.70 to 0.20			1.84			16.91 to 16.32
		2016			245			23.74 to 21.91			5,665		0.70 to 0.20			2.83			12.02 to 11.46
		2015			174			21.19 to 19.66			3,623		0.70 to 0.20			1.92			-7.99 to -8.45
		2014			159			23.69 to 20.88			3,565		0.90 to 0.00			2.80			-12.51 to -13.29
International Value Trust Series NAV (*)		2018			326			15.94 to 15.94			5,192		0.00 to 0.00			2.53			-14.96 to -14.96
		2017			385			18.75 to 18.75			7,215		0.00 to 0.00			2.01			17.25 to 17.25
		2016			345			15.99 to 15.99			5,518		0.00 to 0.00			2.38			12.20 to 12.20
		2015			288			14.25 to 14.25			4,105		0.00 to 0.00			1.96			-7.72 to -7.72
		2014			297			15.44 to 15.44			4,589		0.00 to 0.00			2.99			-12.47 to -12.47
Investment Quality Bond Trust Series I (*)		2018			130			34.22 to 31.28			4,279		0.70 to 0.20			2.68			-1.02 to -1.51
		2017			139			34.57 to 31.76			4,608		0.70 to 0.20			2.62			4.39 to 3.88
		2016			147			33.12 to 30.57			4,666		0.70 to 0.20			2.20			4.09 to 3.56
		2015			156			31.82 to 29.52			4,775		0.70 to 0.20			1.85			-1.02 to -1.51
		2014			169			33.07 to 29.15			5,210		0.90 to 0.00			3.35			5.48 to 4.53
Investment Quality Bond Trust Series NAV (*)		2018			42			17.20 to 17.20			727		0.00 to 0.00			3.02			-0.67 to -0.67
		2017			47			17.32 to 17.32			822		0.00 to 0.00			2.73			4.67 to 4.67
		2016			44			16.55 to 16.55			729		0.00 to 0.00			2.42			4.26 to 4.26
		2015			44			15.87 to 15.87			691		0.00 to 0.00			1.94			-0.68 to -0.68
		2014			44			15.98 to 15.98			697		0.00 to 0.00			3.30			5.54 to 5.54
Lifestyle Balanced Portfolio Series NAV (*)		2018	(i)		1			12.24 to 12.24			7		0.00 to 0.00			10.50			-3.29 to -3.29
Lifestyle Growth Portfolio Series I (*)		2018			10			10.96 to 10.96			108		0.65 to 0.65			1.45			-6.73 to -6.73
		2017			28			11.75 to 11.75			324		0.65 to 0.65			2.93			15.37 to 15.37
		2016			1			10.19 to 10.19			9		0.65 to 0.65			9.65			1.87 to 1.87
Lifestyle Growth Portfolio Series NAV (*)		2018			198			12.64 to 12.64			2,501		0.00 to 0.00			2.22			-6.07 to -6.07
		2017			197			13.46 to 13.46			2,653		0.00 to 0.00			8.30			16.20 to 16.20
		2016			11			11.59 to 11.59			128		0.00 to 0.00			10.08			1.99 to 1.99
M Capital Appreciation		2018			3			98.31 to 98.31			266		0.00 to 0.00			0.30			-14.15 to -14.15
		2017			3			114.51 to 114.51			294		0.00 to 0.00			0.00			19.02 to 19.02
		2016			6			96.21 to 96.21			529		0.00 to 0.00			0.00			21.06 to 21.06
		2015			4			79.47 to 79.47			329		0.00 to 0.00			0.00			-6.58 to -6.58
		2014			3			85.07 to 85.07			285		0.00 to 0.00			0.00			12.42 to 12.42
Managed Volatility Aggressive Portfolio Series I (*)		2018			40			31.66 to 29.20			1,163		0.65 to 0.20			2.16			-8.65 to -9.06
		2017			37			34.65 to 32.11			1,200		0.65 to 0.20			1.71			22.57 to 22.03
		2016			40			28.27 to 26.31			1,056		0.65 to 0.20			1.55			1.75 to 1.29
		2015			40			27.78 to 25.98			1,050		0.65 to 0.20			1.41			-6.04 to -6.46
		2014			66			30.41 to 26.82			1,847		0.90 to 0.00			1.98			1.40 to 0.49
Managed Volatility Aggressive Portfolio Series NAV (*)		2018			215			20.19 to 20.19			4,347		0.00 to 0.00			2.20			-8.32 to -8.32
		2017			208			22.03 to 22.03			4,576		0.00 to 0.00			1.73			22.88 to 22.88
		2016			266			17.93 to 17.93			4,766		0.00 to 0.00			1.35			1.89 to 1.89
		2015			366			17.59 to 17.59			6,434		0.00 to 0.00			2.05			-5.79 to -5.79
		2014			384			18.67 to 18.67			7,176		0.00 to 0.00			3.07			1.54 to 1.54
Managed Volatility Balanced Portfolio Series I (*)		2018			97			37.02 to 34.14			3,321		0.65 to 0.20			2.24			-5.08 to -5.51
		2017			109			39.00 to 36.13			3,941		0.65 to 0.20			2.02			13.90 to 13.40
		2016			133			34.24 to 31.86			4,245		0.65 to 0.20			1.95			4.58 to 4.11
		2015			147			32.74 to 30.60			4,491		0.65 to 0.20			2.84			-2.45 to -2.88
		2014			142			34.52 to 30.43			4,473		0.90 to 0.00			1.67			4.29 to 3.35
Managed Volatility Balanced Portfolio Series NAV (*)		2018			796			19.58 to 19.58			15,600		0.00 to 0.00			2.37			-4.82 to -4.82
		2017			804			20.58 to 20.58			16,546		0.00 to 0.00			2.18			14.15 to 14.15
		2016			950			18.02 to 18.02			17,126		0.00 to 0.00			2.23			4.91 to 4.91
		2015			880			17.18 to 17.18			15,117		0.00 to 0.00			2.49			-2.20 to -2.20
		2014			942			17.57 to 17.57			16,551		0.00 to 0.00			2.70			4.25 to 4.25
Managed Volatility Conservative Portfolio Series I (*)		2018			37			36.45 to 33.61			1,249		0.65 to 0.20			2.50			-2.37 to -2.82
		2017			42			37.34 to 34.59			1,464		0.65 to 0.20			2.40			7.60 to 7.12
		2016			56			34.70 to 32.29			1,829		0.65 to 0.20			2.39			4.37 to 3.91
		2015			58			33.25 to 31.08			1,842		0.65 to 0.20			2.54			-0.15 to -0.61
		2014			72			34.24 to 30.19			2,267		0.90 to 0.00			1.72			5.02 to 4.08
Managed Volatility Conservative Portfolio Series NAV (*)		2018			314			18.13 to 18.13			5,694		0.00 to 0.00			2.96			-2.21 to -2.21
		2017			259			18.54 to 18.54			4,800		0.00 to 0.00			2.51			7.94 to 7.94

64

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
Managed Volatility Conservative Portfolio Series NAV (*)		2016		282		$	17.17 to $17.17		$	4,839		0.00% to 0.00	%		2.57	%		4.53% to 4.53	%
		2015		277			16.43 to 16.43			4,546		0.00 to 0.00			2.71			0.18 to 0.18
		2014		338			16.40 to 16.40			5,549		0.00 to 0.00			2.76			4.98 to 4.98
Managed Volatility Growth Portfolio Series I (*)		2018		86			34.61 to 31.91			2,777		0.65 to 0.20			2.09			-6.73 to -7.15
		2017		91			37.11 to 34.37			3,157		0.65 to 0.20			1.91			18.35 to 17.82
		2016		100			31.36 to 29.17			2,959		0.65 to 0.20			1.61			3.12 to 2.67
		2015		127			30.41 to 28.41			3,612		0.65 to 0.20			2.66			-4.72 to -5.15
		2014		110			32.82 to 28.93			3,336		0.90 to 0.00			1.94			2.16 to 1.25
Managed Volatility Growth Portfolio Series NAV (*)		2018		1,014			19.72 to 19.72			20,004		0.00 to 0.00			2.13			-6.56 to -6.56
		2017		1,108			21.11 to 21.11			23,388		0.00 to 0.00			1.88			18.71 to 18.71
		2016		1,378			17.78 to 17.78			24,499		0.00 to 0.00			1.95			3.38 to 3.38
		2015		1,440			17.20 to 17.20			24,773		0.00 to 0.00			2.29			-4.55 to -4.55
		2014		1,382			18.02 to 18.02			24,906		0.00 to 0.00			2.72			2.28 to 2.28
Managed Volatility Moderate Portfolio Series I (*)		2018		58			37.90 to 34.95			2,091		0.65 to 0.20			2.57			-4.18 to -4.61
		2017		55			39.56 to 36.64			2,047		0.65 to 0.20			2.43			11.66 to 11.16
		2016		54			35.43 to 32.96			1,825		0.65 to 0.20			2.25			5.08 to 4.61
		2015		57			33.71 to 31.51			1,808		0.65 to 0.20			2.58			-1.11 to -1.56
		2014		58			35.06 to 30.90			1,869		0.90 to 0.00			2.75			4.94 to 4.00
Managed Volatility Moderate Portfolio Series NAV (*)		2018		328			19.40 to 19.40			6,364		0.00 to 0.00			2.42			-3.93 to -3.93
		2017		344			20.19 to 20.19			6,949		0.00 to 0.00			1.92			12.02 to 12.02
		2016		534			18.03 to 18.03			9,624		0.00 to 0.00			2.22			5.25 to 5.25
		2015		528			17.13 to 17.13			9,046		0.00 to 0.00			2.49			-0.86 to -0.86
		2014		580			17.27 to 17.27			10,015		0.00 to 0.00			2.97			4.99 to 4.99
Mid Cap Index Trust Series I (*)		2018		171			48.50 to 44.31			7,927		0.70 to 0.20			1.11			-11.63 to -12.08
		2017		186			54.88 to 50.40			9,765		0.70 to 0.20			0.53			15.58 to 15.00
		2016		154			47.49 to 43.83			7,075		0.70 to 0.20			1.18			19.87 to 19.28
		2015		165			39.61 to 36.74			6,321		0.70 to 0.20			1.13			-2.79 to -3.27
		2014		145			41.90 to 36.95			5,654		0.90 to 0.00			0.98			9.34 to 8.36
Mid Cap Index Trust Series NAV (*)		2018		378			33.16 to 33.16			12,527		0.00 to 0.00			1.16			-11.45 to -11.45
		2017		406			37.45 to 37.45			15,217		0.00 to 0.00			0.58			15.86 to 15.86
		2016		335			32.32 to 32.32			10,816		0.00 to 0.00			0.87			20.17 to 20.17
		2015		861			26.89 to 26.89			23,160		0.00 to 0.00			1.35			-2.54 to -2.54
		2014		346			27.60 to 27.60			9,542		0.00 to 0.00			1.01			9.40 to 9.40
Mid Cap Stock Trust Series I (*)		2018		88			42.37 to 38.72			3,611		0.70 to 0.20			0.00			-1.76 to -2.25
		2017		87			43.13 to 39.61			3,662		0.70 to 0.20			0.00			28.29 to 27.65
		2016		104			33.62 to 31.03			3,425		0.70 to 0.20			0.00			0.39 to -0.11
		2015		107			33.49 to 31.06			3,500		0.70 to 0.20			0.00			2.79 to 2.28
		2014		100			33.50 to 29.53			3,179		0.90 to 0.00			0.10			8.02 to 7.05
Mid Cap Stock Trust Series NAV (*)		2018		64			96.79 to 96.79			6,198		0.00 to 0.00			0.00			-1.54 to -1.54
		2017		62			98.30 to 98.30			6,056		0.00 to 0.00			0.00			28.66 to 28.66
		2016		78			76.41 to 76.41			5,992		0.00 to 0.00			0.00			0.58 to 0.58
		2015		85			75.96 to 75.96			6,484		0.00 to 0.00			0.00			3.04 to 3.04
		2014		91			73.72 to 73.72			6,701		0.00 to 0.00			0.20			8.11 to 8.11
Mid Value Trust Series I (*)		2018		100			30.32 to 29.03			2,991		0.65 to 0.20			0.78			-11.02 to -11.42
		2017		106			34.08 to 32.78			3,587		0.65 to 0.20			0.90			11.21 to 10.71
		2016		159			30.64 to 29.60			4,842		0.65 to 0.20			1.17			23.77 to 23.22
		2015		162			24.76 to 24.03			3,980		0.65 to 0.20			0.96			-3.62 to -4.06
		2014		229			25.98 to 24.69			5,817		0.90 to 0.00			0.74			10.60 to 9.62
Mid Value Trust Series NAV (*)		2018		183			47.62 to 47.62			8,720		0.00 to 0.00			0.83			-10.68 to -10.68
		2017		210			53.32 to 53.32			11,222		0.00 to 0.00			0.99			11.46 to 11.46
		2016		231			47.84 to 47.84			11,066		0.00 to 0.00			1.24			24.09 to 24.09
		2015		217			38.55 to 38.55			8,364		0.00 to 0.00			0.78			-3.41 to -3.41
		2014		511			39.91 to 39.91			20,406		0.00 to 0.00			0.99			10.70 to 10.70
Money Market Trust Series I (*)		2018		905			21.98 to 20.07			18,872		0.70 to 0.20			1.52			1.34 to 0.83
		2017		931			21.69 to 19.91			19,208		0.70 to 0.20			0.57			0.38 to -0.11
		2016		1,317			21.60 to 19.93			27,416		0.70 to 0.20			0.07			-0.15 to -0.62
		2015		1,286			21.64 to 20.05			26,532		0.70 to 0.20			0.00			-0.19 to -0.72
		2014		1,221			22.29 to 19.65			25,348		0.90 to 0.00			0.00			0.00 to -0.92
Money-Market Trust Series NAV (*)		2018		6,270			10.23 to 10.23			64,149		0.00 to 0.00			1.58			1.60 to 1.60
		2017		5,280			10.07 to 10.07			53,181		0.00 to 0.00			0.63			0.61 to 0.61
		2016		3,628			10.00 to 10.00			36,318		0.00 to 0.00			0.16			0.05 to 0.05
PIMCO All Asset		2018		267			22.17 to 17.29			4,942		0.65 to 0.00			2.97			-5.59 to -6.21
		2017		235			23.64 to 18.31			4,546		0.65 to 0.00			4.49			13.19 to 12.46
		2016		215			21.02 to 16.18			3,668		0.65 to 0.00			2.36			12.59 to 11.85
		2015		208			18.79 to 14.37			3,158		0.65 to 0.00			2.98			-9.31 to -9.90

65

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
PIMCO All Asset		2014			223		$	20.32 to $ 15.84		$	3,705		0.90% to 0.00	%		5.08	%		0.23% to -0.66	%
Real Estate Securities Trust Series I (*)		2018			44			188.45 to 172.22			7,803		0.70 to 0.20			1.68			-3.66 to -4.14
		2017			47			195.60 to 179.66			8,670		0.70 to 0.20			0.50			6.02 to 5.50
		2016			57			184.49 to 170.30			9,971		0.70 to 0.20			3.37			6.71 to 6.17
		2015			64			172.90 to 160.39			10,349		0.70 to 0.20			1.83			2.47 to 1.96
		2014			74			173.52 to 152.98			11,707		0.90 to 0.00			1.68			31.73 to 30.55
Real Estate Securities Trust Series NAV (*)		2018			74			156.74 to 156.74			11,529		0.00 to 0.00			1.70			-3.43 to -3.43
		2017			84			162.30 to 162.30			13,692		0.00 to 0.00			0.63			6.26 to 6.26
		2016			88			152.74 to 152.74			13,370		0.00 to 0.00			3.58			6.96 to 6.96
		2015			89			142.80 to 142.80			12,731		0.00 to 0.00			1.90			2.80 to 2.80
		2014			99			138.91 to 138.91			13,743		0.00 to 0.00			1.75			31.75 to 31.75
Science & Technology Trust Series I (*)		2018			161			51.77 to 47.31			7,892		0.70 to 0.20			0.00			-0.81 to -1.31
		2017			177			52.19 to 47.93			8,662		0.70 to 0.20			0.05			40.85 to 40.15
		2016			225			37.05 to 34.20			7,948		0.70 to 0.20			0.00			8.17 to 7.63
		2015			271			34.25 to 31.78			8,846		0.70 to 0.20			0.00			6.47 to 5.94
		2014			274			33.10 to 29.18			8,265		0.90 to 0.00			0.00			12.90 to 11.88
Science & Technology Trust Series NAV (*)		2018			166			43.66 to 43.66			7,254		0.00 to 0.00			0.00			-0.57 to -0.57
		2017			130			43.91 to 43.91			5,705		0.00 to 0.00			0.10			41.21 to 41.21
		2016			112			31.10 to 31.10			3,496		0.00 to 0.00			0.00			8.41 to 8.41
		2015			82			28.68 to 28.68			2,339		0.00 to 0.00			0.00			6.78 to 6.78
		2014			84			26.86 to 26.86			2,268		0.00 to 0.00			0.00			12.95 to 12.95
Select Bond Trust Series I (*)		2018	(e)		537			11.71 to 11.35			6,214		0.65 to 0.20			2.72			-0.64 to -1.08
		2017			571			11.79 to 11.47			6,653		0.65 to 0.20			2.69			3.45 to 2.99
		2016			636			11.39 to 11.14			7,180		0.65 to 0.20			3.14			2.85 to 2.39
		2015			528			11.08 to 10.88			5,810		0.65 to 0.20			3.49			0.01 to -0.41
		2014			69			11.16 to 10.84			764		0.90 to 0.00			3.08			5.53 to 4.57
Select Bond Trust Series NAV (*)		2018	(f)		100			11.94 to 11.94			1,188		0.00 to 0.00			2.32			-0.38 to -0.38
		2017			140			11.98 to 11.98			1,682		0.00 to 0.00			1.98			3.65 to 3.65
		2016			664			11.56 to 11.56			7,677		0.00 to 0.00			4.98			3.19 to 3.19
		2015			62			11.20 to 11.20			699		0.00 to 0.00			3.02			0.30 to 0.30
		2014			59			11.17 to 11.17			661		0.00 to 0.00			2.64			5.59 to 5.59
Short Term Government Income Trust Series I (*)		2018			152			10.69 to 10.26			1,589		0.70 to 0.20			2.09			0.60 to 0.12
		2017			140			10.63 to 10.25			1,451		0.70 to 0.20			1.38			0.35 to -0.13
		2016			138			10.59 to 10.26			1,436		0.70 to 0.20			1.80			0.33 to -0.13
		2015			151			10.55 to 10.27			1,562		0.70 to 0.20			1.66			0.41 to -0.06
		2014			163			10.62 to 10.17			1,684		0.90 to 0.00			2.62			1.15 to 0.19
Short Term Government Income Trust Series NAV (*)		2018			486			10.95 to 10.95			5,323		0.00 to 0.00			3.55			0.89 to 0.89
		2017			196			10.86 to 10.86			2,133		0.00 to 0.00			1.52			0.62 to 0.62
		2016			191			10.79 to 10.79			2,057		0.00 to 0.00			1.75			0.63 to 0.63
		2015			132			10.72 to 10.72			1,410		0.00 to 0.00			2.13			0.69 to 0.69
		2014			134			10.65 to 10.65			1,430		0.00 to 0.00			2.08			1.19 to 1.19
Small Cap Index Trust Series I (*)		2018			155			36.54 to 33.39			5,473		0.70 to 0.20			0.95			-11.60 to -12.05
		2017			155			41.34 to 37.96			6,187		0.70 to 0.20			0.44			14.16 to 13.59
		2016			168			36.21 to 33.42			5,910		0.70 to 0.20			1.13			20.73 to 20.13
		2015			200			29.99 to 27.82			5,827		0.70 to 0.20			1.06			-4.77 to -5.24
		2014			186			32.38 to 28.55			5,649		0.90 to 0.00			0.95			4.59 to 3.65
Small Cap Index Trust Series NAV (*)		2018			292			30.42 to 30.42			8,878		0.00 to 0.00			1.22			-11.31 to -11.31
		2017			199			34.30 to 34.30			6,813		0.00 to 0.00			0.52			14.43 to 14.43
		2016			197			29.98 to 29.98			5,906		0.00 to 0.00			1.17			21.02 to 21.02
		2015			217			24.77 to 24.77			5,375		0.00 to 0.00			1.09			-4.59 to -4.59
		2014			230			25.96 to 25.96			5,962		0.00 to 0.00			0.93			4.71 to 4.71
Small Cap Opportunities Trust Series I (*)		2018			294			41.46 to 38.34			11,456		0.70 to 0.20			0.42			-14.02 to -14.45
		2017			324			48.22 to 44.81			14,715		0.70 to 0.20			0.41			10.85 to 10.30
		2016			360			43.50 to 40.62			14,819		0.70 to 0.20			0.47			19.23 to 18.63
		2015			394			36.49 to 34.24			13,649		0.70 to 0.20			0.07			-5.35 to -5.83
		2014			430			39.46 to 35.53			15,811		0.90 to 0.00			0.05			2.39 to 1.47
Small Cap Opportunities Trust Series NAV (*)		2018			16			21.11 to 21.11			331		0.00 to 0.00			0.50			-13.81 to -13.81
		2017			14			24.50 to 24.50			339		0.00 to 0.00			0.39			11.18 to 11.18
		2016			19			22.03 to 22.03			409		0.00 to 0.00			0.54			19.51 to 19.51
		2015			16			18.44 to 18.44			286		0.00 to 0.00			0.14			-5.12 to -5.12
		2014			17			19.43 to 19.43			321		0.00 to 0.00			0.08			2.42 to 2.42
Small Cap Stock Trust Series I (*)		2018	(g)		40			30.27 to 28.93			1,176		0.65 to 0.20			0.00			-5.38 to -5.81
		2017			44			32.00 to 30.71			1,372		0.65 to 0.20			0.00			26.21 to 25.65
		2016			63			25.35 to 24.44			1,544		0.65 to 0.20			0.00			2.09 to 1.63
		2015			46			24.83 to 24.05			1,118		0.65 to 0.20			0.00			-9.03 to -9.44

66

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
Small Cap Stock Trust Series I (*)		2014			41		$	27.64 to $ 26.15		$	1,100		0.90% to 0.00	%		0.00		7.57% to 6.61	%
Small Cap Stock Trust Series NAV (*)		2018	(h)		47			36.72 to 36.72			1,742		0.00 to 0.00			0.00		-5.22 to -5.22
		2017			135			38.74 to 38.74			5,244		0.00 to 0.00			0.00		26.70 to 26.70
		2016			257			30.58 to 30.58			7,850		0.00 to 0.00			0.00		2.27 to 2.27
		2015			274			29.90 to 29.90			8,184		0.00 to 0.00			0.00		-8.78 to -8.78
		2014			293			32.78 to 32.78			9,611		0.00 to 0.00			0.00		7.60 to 7.60
Small Cap Value Trust Series I (*)		2018			25			26.68 to 25.37			636		0.65 to 0.20			0.68		-12.67 to -13.07
		2017			27			30.55 to 29.18			808		0.65 to 0.20			0.86		3.52 to 3.06
		2016			38			29.51 to 28.32			1,090		0.65 to 0.20			0.74		22.43 to 21.88
		2015			34			24.11 to 23.24			790		0.65 to 0.20			0.38		-1.56 to -2.00
		2014			37			24.84 to 23.29			888		0.90 to 0.00			0.57		7.18 to 6.22
Small Cap Value Trust Series NAV (*)		2018			84			76.12 to 76.12			6,366		0.00 to 0.00			0.72		-12.45 to -12.45
		2017			96			86.94 to 86.94			8,356		0.00 to 0.00			0.94		3.79 to 3.79
		2016			108			83.77 to 83.77			9,050		0.00 to 0.00			0.76		22.68 to 22.68
		2015			115			68.28 to 68.28			7,882		0.00 to 0.00			0.50		-1.31 to -1.31
		2014			128			69.19 to 69.19			8,868		0.00 to 0.00			0.63		7.25 to 7.25
Small Company Value Trust Series I (*)		2018			56			39.40 to 36.00			2,146		0.70 to 0.20			0.37		-13.12 to -13.55
		2017			62			45.35 to 41.65			2,739		0.70 to 0.20			0.22		11.27 to 10.72
		2016			87			40.75 to 37.62			3,467		0.70 to 0.20			0.77		32.05 to 31.39
		2015			101			30.86 to 28.63			3,053		0.70 to 0.20			1.09		-5.79 to -6.26
		2014			167			33.69 to 29.70			5,332		0.90 to 0.00			0.03		0.11 to -0.79
Small Company Value Trust Series NAV (*)		2018			38			27.71 to 27.71			1,062		0.00 to 0.00			0.43		-12.93 to -12.93
		2017			35			31.83 to 31.83			1,129		0.00 to 0.00			0.24		11.58 to 11.58
		2016			23			28.53 to 28.53			648		0.00 to 0.00			0.90		32.33 to 32.33
		2015			21			21.56 to 21.56			454		0.00 to 0.00			0.75		-5.51 to -5.51
		2014			61			22.81 to 22.81			1,392		0.00 to 0.00			0.06		0.14 to 0.14
Strategic Income Opportunities Trust Series I (*)		2018			88			26.77 to 25.05			2,316		0.65 to 0.20			3.68		-5.23 to -5.66
		2017			92			28.25 to 26.55			2,561		0.65 to 0.20			3.00		5.38 to 4.90
		2016			108			26.80 to 25.31			2,834		0.65 to 0.20			2.56		4.92 to 4.45
		2015			105			25.55 to 24.23			2,624		0.65 to 0.20			2.91		1.02 to 0.56
		2014			75			25.83 to 23.47			1,846		0.90 to 0.00			4.00		5.06 to 4.12
Strategic Income Opportunities Trust Series NAV (*)		2018			243			20.48 to 20.48			4,978		0.00 to 0.00			3.90		-5.00 to -5.00
		2017			231			21.56 to 21.56			4,988		0.00 to 0.00			3.38		5.66 to 5.66
		2016			185			20.40 to 20.40			3,772		0.00 to 0.00			2.55		5.19 to 5.19
		2015			179			19.39 to 19.39			3,462		0.00 to 0.00			2.41		1.27 to 1.27
		2014			200			19.15 to 19.15			3,828		0.00 to 0.00			4.09		5.13 to 5.13
Total Bond Market Series Trust NAV (*)		2018			799			25.02 to 25.02			19,993		0.00 to 0.00			2.75		-0.24 to -0.24
		2017			923			25.08 to 25.08			23,146		0.00 to 0.00			2.73		3.34 to 3.34
		2016			1,152			24.27 to 24.27			27,955		0.00 to 0.00			3.32		2.45 to 2.45
		2015			687			23.69 to 23.69			16,288		0.00 to 0.00			2.85		0.30 to 0.30
		2014			693			23.62 to 23.62			16,376		0.00 to 0.00			3.54		6.06 to 6.06
Total Stock Market Index Trust Series I (*)		2018			219			29.21 to 26.69			6,265		0.70 to 0.20			1.11		-5.89 to -6.36
		2017			264			31.03 to 28.50			8,026		0.70 to 0.20			1.47		20.35 to 19.75
		2016			282			25.79 to 23.80			7,153		0.70 to 0.20			1.42		12.16 to 11.60
		2015			274			22.99 to 21.33			6,177		0.70 to 0.20			1.75		-0.83 to -1.33
		2014			134			23.84 to 21.02			2,980		0.90 to 0.00			1.35		11.48 to 10.46
Total Stock Market Index Trust Series NAV (*)		2018			58			101.44 to 101.44			5,909		0.00 to 0.00			1.23		-5.66 to -5.66
		2017			55			107.52 to 107.52			5,861		0.00 to 0.00			1.62		20.65 to 20.65
		2016			28			89.11 to 89.11			2,505		0.00 to 0.00			1.60		12.38 to 12.38
		2015			22			79.30 to 79.30			1,706		0.00 to 0.00			1.43		-0.53 to -0.53
		2014			19			79.72 to 79.72			1,553		0.00 to 0.00			1.30		11.46 to 11.46
Ultra Short Term Bond Trust Series I (*)		2018			0			9.95 to 9.75			3		0.65 to 0.45			1.64		0.97 to 0.70
		2017			0			9.86 to 9.68			3		0.65 to 0.45			0.90		0.23 to -0.04
		2016			1			9.84 to 9.68			9		0.65 to 0.45			1.53		0.10 to -0.17
		2015			1			9.83 to 9.70			9		0.65 to 0.45			1.31		-0.47 to -0.71
		2014			1			10.05 to 9.72			9		0.90 to 0.00			1.61		-0.02 to -0.84
Ultra Short Term Bond Trust Series NAV (*)		2018			67			10.36 to 10.36			698		0.00 to 0.00			1.81		1.53 to 1.53
		2017			58			10.20 to 10.20			590		0.00 to 0.00			1.55		0.62 to 0.62
		2016			63			10.14 to 10.14			635		0.00 to 0.00			1.36		0.67 to 0.67
		2015			124			10.07 to 10.07			1,252		0.00 to 0.00			2.02		0.01 to 0.01
		2014			73			10.07 to 10.07			736		0.00 to 0.00			3.39		0.03 to 0.03
Utilities Trust Series I (*)		2018			24			39.58 to 36.54			894		0.65 to 0.20			3.06		0.68 to 0.23
		2017			28			39.31 to 36.46			1,042		0.65 to 0.20			2.38		14.52 to 14.00
		2016			34			34.33 to 31.98			1,117		0.65 to 0.20			4.59		11.13 to 10.63
		2015			40			30.89 to 28.91			1,200		0.65 to 0.20			2.74		-14.93 to -15.31

67

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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)
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	%
Utilities Trust Series NAV (*)		2018		58			32.88 to 32.88			1,921		0.00 to 0.00			3.36			0.93 to 0.93
		2017		64			32.57 to 32.57			2,091		0.00 to 0.00			2.56			14.82 to 14.82
		2016		60			28.37 to 28.37			1,713		0.00 to 0.00			4.56			11.43 to 11.43
		2015		61			25.46 to 25.46			1,544		0.00 to 0.00			3.30			-14.79 to -14.79
		2014		150			29.88 to 29.88			4,484		0.00 to 0.00			3.46			12.72 to 12.72

68

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

7. Unit Values — (continued):

(*) Sub-account that invests in affiliated Trust.

(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 separate account, consisting primarily of the items known as “Revenue from underlying fund (12b-1, STA, Other)” and “Revenue from Sub-account” (formerly referred to as the administrative maintenance charges and sales and service fees (AMC and SSF)). The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to unitholder accounts through the redemption of units and expenses of the underlying fund are excluded.

(c) These ratios 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, 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) Renamed on April 30, 2018. Previously known as Bond Trust Series I.

(f) Renamed on April 30, 2018. Previously known as Bond Trust Series NAV.

(g) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series I.

(h) Renamed on April 30, 2018. Previously known as Small Cap Growth Trust Series NAV.

(i) Sub-account available in prior year but no activity.

69

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.) SEPARATE ACCOUNT N

NOTES TO FINANCIAL STATEMENTS — (CONTINUED)

December 31, 2018

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-accounts 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 0.70% of the average net value of the Account’s assets for the assumption of mortality and expense risks.

70

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 12, file number 333-179570, filed with the Commission in April, 2019.

(d)(1) Specimen Flexible Premium Variable Life Insurance policy, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008, form of Policy Endorsement dated 2009, incorporated by reference to post-effective amendment number 2, file number 333-152406, filed with the Commission in April 2010 and forms of Policy Endorsement dated 2010, incorporated by reference to post-effective amendment number 3, file number 333-152409, filed with the Commission on May 28, 2010.

(2) Specimen Accelerated Benefit Rider, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008.

(3) Specimen Change of Life Insured Rider, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008.

(4) Specimen Overloan Protection Rider, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008.

(5) Specimen Return of Premium Death Benefit Rider, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008.

(e) Specimen policy application, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 12, 2008.

(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)(1) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Optimum Re Insurance Company incorporated by reference to pre-effective amendment number 2 file number 333-152409, filed with the Commission on November 21, 2008.

(2) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Transamerica Financial Life Insurance Company, incorporated by reference to pre-effective amendment number 2 file number 333-152409, filed with the Commission on November 21, 2008.

(3) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Munich American Reassurance Company, incorporated by reference to pre-effective amendment number 2 file number 333-152409.

(4) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Generali USA Life Reassurance Company, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 21, 2008.

(5) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Hannover Life Reassurance Company of America, incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 21, 2008.

(6) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Swiss Re Life & Health America Inc., incorporated by reference to pre-effective amendment number 2, file number 333-152409, filed with the Commission on November 21, 2008.

(7) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Hanover Life Reassurance Company of America, incorporated by reference to post-effective amendment number 5, file number 333-179570, filed with the Commission on December 6, 2013.

(8) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and Generali USA Life Reassurance Company of America, incorporated by reference to post-effective amendment number 5, file number 333-179570, filed with the Commission on December 6, 2013.

(9) Reinsurance Agreement between John Hancock Life Insurance Company (U.S.A.) and RGA Reinsurance Company, incorporated by reference to post-effective amendment number 5, file number 333-179570, filed with the Commission on December 6, 2013.

(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 3, file number 333-152409, filed with the Commission on November 21, 2008.

(l) Not Applicable.

(m) Not Applicable.

(n) Consent 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 on April 24, 2013. Power of Attorney for Linda A. Davis Watters, incorporated by reference to post-effective amendment number 10, file number 333-179570, filed with the Commission in April, 2017. Power of Attorney for Marianne Harrison, incorporated by reference to pre-effective amendment No. 1, File No. 333-221236, filed with the Commission on December 14, 2017. Power of Attorney for Brooks Tingle, incorporated by reference to post-effective amendment number 15, file number 333-193994, filed with the Commission on July 10, 2018.

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
Marianne Harrison 200 Berkeley Street Boston, MA 02116	Chair, President & Chief Executive Officer
Paul M. Connolly 75 Indian Spring Road Milton, MA 02186	Director
James D. Gallagher 200 Berkeley Street Boston, MA 02116	Director, Executive Vice President
Rex Schlaybaugh, Jr. 400 Renaissance Center Detroit, MI 48243	Director
Brooks Tingle 200 Berkeley Street Boston, MA 02116	Director, Senior Vice President
John G. Vrysen 200 Berkeley Street Boston, MA 02116	Director

Name and Principal Business Address	Position with Depositor
Linda A. Davis Watters 200 Berkeley Street Boston, MA 02116	Director, Vice President
Henry H. Wong 200 Berkeley Street Boston, MA 02116	Director
Executive Vice Presidents
Andrew G. Arnott*
Christopher Paul Conkey**
Gregory Framke*
Gretchen Garrigues*
Scott S. Hartz**	Chief Investment Officer – U.S. Investments
Naveed Irshad**	Head of Legacy Business
Halina K. von dem Hagen***	Treasurer
Senior Vice Presidents
Emanuel Alves*	General Counsel
John C.S. Anderson**
Michael Biagiotti*
Kevin J. Cloherty**
Steven F. Dorval*
Barbara Goose*	Chief Marketing Officer
Linda Levyne*
Patrick McGuinness*
William McPadden**
Joelle Metzman**
Patrick M. Murphy*
Lee Ann Murray**
Sebastian Pariath*	Head of Operations and Chief Information Officer
Alan R. Seghezzi**
Martin Sheerin*	Chief Financial Officer
Curt Smith*
Anthony Teta*
Leo Zerilli**
Vice Presidents
Lynda Abend*
John Addeo**
Abigail M. Armstrong**
Kevin Askew**
Dwayne Bertrand**
Zahir Bhanji***	CFO JH Insurance
Stephen J. Blewitt**
Alan M. Block**
John Bourgault**	Senior Counsel
Paul Boyne**
Ian B. Brodie**
Ted Bruntrager*	Chief Risk Officer
Grant Buchanan***
Daniel C. Budde**
Robert Burrow**
Jennifer Toone Campanella**
Thomas Carlisle**
Rick A. Carlson*
Patricia Rosch Carrington**
Todd J. Cassler*
Ken K. Cha*
Brian Collins*

Name and Principal Business Address	Position with Depositor
Marcelle Dahar*
Kenneth D’Amato*
John J. Danello**
Andreas Deutschmann*
Robert Donahue*
Jeffrey Duckworth*
Carolyn Flanagan**
Lauren Marx Fleming**
Philip J. Fontana**
Carl O. Fowler**
Ryan Fox*
Scott Francolini*
Paul Gallagher**
Thomas C. Goggins**
Susan Ghalili*
Geoff Gittins****
Jeffrey N. Given**
Howard C. Greene**
Christopher Griswold*
Richard Harris***	Appointed Actuary
Ellie Harrison*	US Human Resources
John Hatch*
Michael Hession*
Kevin Hill*
James C. Hoodlet*
Steven Hutcheon**
Daniel S. Janis III**
Mitchell Karman**	CCO & Counsel
Recep C. Kendircioglu**
Neal P. Kerins*
Frank Knox**	CCO – Retail Funds/Separate Accounts
Hung Ko***	Treasury
Diane R. Landers**
Scott Lively**
Jeffrey H. Long**
Jennifer Lundmark*
Patrick MacDonnell**
Nathaniel I. Margolis**	Chief Counsel
Christopher Maryanopolis*
Robert Maulden**
John B. Maynard**
Karen McCafferty**
Scott A. McFetridge**
Jonathan McGee**
Ann McNally*
Michael McNamara*
Steven E. Medina**
Maureen Milet**	CCO – Investments
Scott Morin*
Camille Mucci**
Jeffrey H. Nataupsky**
Scott Navin**
Sinead O’Connor*
Jacques Ouimet*
Jeffrey Packard**
Gary M. Pelletier**
David Pemstein**

Name and Principal Business Address	Position with Depositor
Charlie Philbrook*
David Plumb*
Tracey Polsgrove*
Rahim Rajpur*
Jill Rebman***
Charles A. Rizzo**
Robert William Rizzo*
Susan Roberts*
Keri Rogers**
Ian Roke**
Josephine M. Rollka*
Ken Ross*
Ronald J. Rovner*
Devon Russell*
Lisa Anne Ryan*
Thomas Samoluk**
Emory W. Sanders*
Jeffrey R. Santerre**
Martin C. Schafer*
Christopher L. Sechler**
Thomas Shea**
Gordon Shone**
Susan Simi**
Darren Smith**
Rob Stanley*
Paddy Subbaraman**
Wilfred Talbot*
Gary Tankersley*
Nathan Thooft**
Tony Todisco*
Brian E. Torrisi**
Len van Greuning*
Simonetta Vendittelli*	Controller
Peter de Vries*
Lisa Ann Welch**
Adam Wise**
R. Blake Witherington**
Sameh Youssef*
Ross Zilber*

*Principal Business Office is 200 Berkeley Street, Boston, MA 02116

**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

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.

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 L	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
James C. Hoodlet*	Director
Gary Tankersley*	Director, President and Chief Executive Officer
Alan Seghezzi**	Director
Martin Sheerin*	Director
Christopher Walker***	Director, Vice President, Investments
Tracy Lannigan**	Secretary
Brian Collins**	Vice President, US Taxation
Jeffrey H. Long**	Chief Financial Officer and Financial Operations Principal

*Principal Business Office is 200 Berkeley Street, Boston, MA 02116

**Principal Business Office is 197 Clarendon Street, Boston, MA 02116

***Principal Business Office is 200 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, 200 Berkeley Street, Boston, Massachusetts 02116, serves as Registrant’s distributor and principal underwriter, and, in such capacities, keeps records regarding shareholders account records, cancelled 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 23rd day of April, 2019.

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

(Registrant)

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

By: /s/ Marianne Harrison

Marianne Harrison

Principal Executive Officer

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

(Depositor)

By: /s/ Marianne Harrison

Marianne Harrison

Principal Executive Officer

Signatures

Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities indicated as of the 23rd day of April, 2019.

Signatures	Title
/s/ Simonetta Vendittelli Simonetta Vendittelli	Vice President and Controller
/s/ Martin Sheerin Martin Sheerin	Senior Vice President and Chief Financial Officer
* Marianne Harrison	Chair, President and Chief Executive Officer
* Paul M. Connolly	Director
* James D. Gallagher	Director
* Rex Schlaybaugh, Jr.	Director
* Brooks Tingle	Director
* John G. Vrysen	Director
* Linda A. Davis Watters	Director
Henry H. Wong	Director
/s/James C. Hoodlet James C. Hoodlet

*Pursuant to Power of Attorney

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 Service Office for more information at 1-800-827-4546 or write to us at Life Post Issue, John Hancock Life Insurance Company, PO Box 55979, Boston, MA 02205. For Majestic and COLI products, you may contact us at 1-800-521-1234 or write to us at the above address.

Certain of the investment options listed below are offered under variable life insurance policies bearing the title Corporate VUL.

500 Index

Active Bond

American Asset Allocation

American Global Growth

American Growth

American Growth-Income

American International

Blue Chip Growth

Capital Appreciation

Capital Appreciation Value

Core Bond

Emerging Markets Value

Equity Income

Financial Industries

Fundamental All Cap Core

Fundamental Large Cap Value

Global

Global Bond

Health Sciences

High Yield

International Equity Index

International Growth Stock

International Small Company

International Value

Investment Quality Bond
Lifestyle Balanced
Lifestyle Conservative
Lifestyle Growth
Lifestyle Moderate

Managed Volatility Aggressive

Managed Volatility Balanced

Managed Volatility Conservative

Managed Volatility Growth

Managed Volatility Moderate

Mid Cap Index

Mid Cap Stock

Mid Value

Money Market

PIMCO VIT All Asset

Real Estate Securities

Science & Technology
Select Bond

Short Term Government Income

Small Cap Index

Small Cap Opportunities
Small Cap Stock

Small Cap Value

Small Company Value

Strategic Income Opportunities

Total Bond Market

Total Stock Market Index

Ultra Short Term Bond

Utilities

M Capital Appreciation

M International Equity

M Large Cap Growth

M Large Cap Value

Beginning on January 1, 2021, as permitted by regulations adopted by the Securities and Exchange Commission, you may no longer receive paper copies of the shareholder reports for the Portfolios offered through your John Hancock life insurance policy unless you specifically request paper copies from John Hancock. Instead, the shareholder reports will be made available on a website, and you will be notified by mail each time reports are posted and be provided with a website link to access those reports. If you have already elected to receive shareholder reports electronically, you will not be affected by this change, and you do not need to take any action.

Alternatively, you may request to receive reports in paper, free of charge, at any time, by calling John Hancock at 800-827-4546. Your election to receive reports in paper will apply to all Portfolios offered within your life insurance policy.

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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 account 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	0.42%	1.87%

¹  Certain 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 1.75%, respectively.

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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	0.47%	1.87%

¹  Certain 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 1.85%, respectively.

Table of Variable Investment Accounts 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 variable investment account, 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 variable 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, and American International portfolios invests in shares of the corresponding investment portfolio of the Trust. The American Asset Allocation, American Global Growth, American Growth, American Growth-Income, and American International 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. Compensation payments may be made by a portfolio’s investment adviser or its affiliates. The compensation payments are 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

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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.

The following table provides a general description of the portfolios that underlie the variable investment accounts we make available under the policy. You bear the investment risk of any portfolio you choose as a variable investment account 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 account.

The variable investment accounts in the Separate Account are not publicly traded mutual funds. The variable investment accounts are only available to you as variable investment accounts 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 variable investment accounts 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 variable investment account 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 variable investment accounts 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 and strategies, 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	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	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
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.
Blue Chip Growth	T. Rowe Price Associates, Inc.	To seek to provide long-term growth of capital. Current income is a secondary objective.
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.
Emerging Markets Value	Dimensional Fund Advisors LP	To seek to provide long-term capital appreciation.

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Portfolio	Subadviser	Investment Objective
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.
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 Equity Index	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	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 long-term growth of capital.
Lifestyle Balanced	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 a high level of current income and growth of capital, with a greater emphasis on growth of capital.
Lifestyle Conservative	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 a high level of current income with some consideration given to growth of capital.
Lifestyle Growth	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.

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Portfolio	Subadviser	Investment Objective
Lifestyle Moderate	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 a balance between a high level of current income and growth of capital, with a greater emphasis on income.
Managed Volatility Aggressive	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.
Managed Volatility Balanced	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.
Managed Volatility Conservative	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.
Managed Volatility Growth	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.
Managed Volatility Moderate	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 (US) LLC	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.
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.

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Portfolio	Subadviser	Investment Objective
Select Bond	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to provide income and capital appreciation.
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 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 GW&K Investment Management, LLC	To seek to provide long-term capital appreciation.
Small Cap Stock	Wellington Management Company, LLP	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 Bond Market	John Hancock Asset Management, a division of Manulife Asset Management (US) LLC	To seek to track the performance of the Bloomberg 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.
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).
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 Barclays U.S. Aggregate Bond Index represents the U.S. investment grade bond market.

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.

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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.)

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.

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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 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

9

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
•	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

10

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, U.S. resident alien or other U.S. person, 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

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or planning to do so, you should consult with a qualified tax adviser before purchasing or retaining ownership of a policy. If your policy is issued as a result of an exchange of a policy owned or issued outside the United States, the country or territory in which you reside may still tax you on the surrender of the policy replaced through the exchange. You should consult with a qualified tax adviser before exchanging your policy issued outside of the United States for one issued within the United States.

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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.

Supplement Dated April 29, 2019
TO

Prospectuses Dated April 29, 2019 Or Later

This Supplement is to be distributed with certain prospectuses for variable life insurance policies of John Hancock Life Insurance Company (U.S.A.) or John Hancock Life Insurance Company of New York.

The prospectuses involved bear the title “Protection Variable Universal Life,” “Accumulation Variable Universal Life,” “Accumulation Variable Universal Life 2014,” “Corporate VUL,” “Medallion Variable Universal Life Plus,” “Medallion Variable Universal Life Edge,” “Medallion Variable Universal Life Edge II,” “Medallion Executive Variable Life,” “Medallion Executive Variable Life II,” “Medallion Executive Variable Life III,” “Performance Executive Variable Life,” “Variable Estate Protection,” “Variable Estate Protection Plus,” “Variable Estate Protection Edge,” “Performance Survivorship Variable Universal Life”, “Protection Variable Universal Life”, and “Survivorship Variable Universal Life.” We refer to these prospectuses as the “Product Prospectuses.”

This supplement will be used only with policies sold through the product prospectuses and through registered representatives affiliated with the M Financial Group.

This Supplement is accompanied with a current prospectus for the M Fund, Inc. that contains detailed information about the funds. Be sure to read that prospectus before selecting any of the four additional variable investment options/investment accounts.

AMENDMENT TO PRODUCT PROSPECTUSES

The table on the cover page of each product prospectus is amended to include the following four additional variable investment options/investment accounts:

M Capital Appreciation
M International Equity
M Large Cap Growth
M Large Cap Value

VL M SUPP (4/2019)

1

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 reports dated April 3, 2019, with respect to the statutory-basis financial statements of John Hancock Life Insurance Company (U.S.A.) and the GAAP-basis 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. 13 to the Registration Statement (Form N-6 No. 333-152409) and related Prospectus of John Hancock Life Insurance Company (U.S.A.) Separate Account N.

/s/ Ernst & Young LLP

Boston, Massachusetts

April 23, 2019

EX-99.(26)(N)(1)

John Hancock

John Hancock Place
P.O. 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, 2019

U.S. Securities and Exchange Commission
450 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 333-152409

Commissioners:

This opinion is being furnished with respect to the filing of Post-Effective No. 13 under the Securities Act of 1933 (Post-Effective Amendment No. 27 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

James C. Hoodlet
Vice President and Chief Counsel

CVUL 08