10-Q 1 t27778mfe10-q.txt MANULIFE FINANCIAL N/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 --------------------- FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2001 --------------------- Securities and Exchange Commission File No. 812-06037 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 22-2265014 (I.R.S. Employer Identification No.) 500 Boylston Street Boston, Massachusetts 02116 (Address of principal executive offices) (617) 663-3200 (Registrant's telephone number, including area code) --------------------- Indicated by check mark whether the registrant (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No --- ---- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of the issuer's sole class of common stock, as of June 30, 2001 was 2,602. 2 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA Quarterly Report on Form 10-Q For the period ended June 30, 2001 Table of Contents --------------------------------------------------------------------------------

2 3 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA CONSOLIDATED BALANCE SHEETS

See accompanying notes. 3 4 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

See accompanying notes. 4 5 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY (UNAUDITED)

See accompanying notes. 5 6 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

See accompanying notes. 6 7 THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2001 (UNAUDITED) 1. ORGANIZATION The Manufacturers Life Insurance Company of North America (hereinafter referred to as "MNA"), is a wholly-owned subsidiary of Manulife-Wood Logan Holding Co., Inc. (hereinafter referred to as "MWLH"). MWLH is an indirect wholly-owned subsidiary of The Manufacturers Life Insurance Company ("MLI"). MLI is a wholly-owned subsidiary of Manulife Financial Corporation ("MFC"), a publicly traded company. MFC and its subsidiaries are known collectively as "Manulife Financial." MNA owns 100% of The Manufacturers Life Insurance Company of New York (hereinafter referred to as "MNY") and is the managing member with a 90% interest in Manufacturers Securities Services, LLC ("MSS"). MNY owns a 10% interest in MSS. MNA, MNY and MSS are hereinafter referred to collectively as "the Company." MNA issues individual and group annuity contracts in forty-eight states, excluding New York and New Hampshire. MNY issues individual and group annuity contracts and individual life insurance contracts in New York. Amounts invested in the fixed portion of the contracts are allocated to the general accounts of the Company or noninsulated separate accounts of the Company. Amounts invested in the variable portion of the contracts are allocated to the separate accounts of the Company. Each of these separate accounts invest in shares of the various portfolios of the Manufacturers Investment Trust (hereinafter referred to as "MIT"), a no-load, open-end investment management company organized as a Massachusetts business trust, or in open-end investment management companies offered and managed by unaffiliated third parties. MSS is the investment adviser to MIT and the principal underwriter of all variable contracts issued by MNA. MSS also acts as the principal underwriter for the variable contracts and is the exclusive distributor for all contracts issued by MNY. 2. BASIS OF PRESENTATION The accompanying unaudited consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"), except that they do not contain complete notes. However, in the opinion of management, these statements include all normal recurring adjustments necessary for a fair presentation of the results. These financial statements should be read in conjunction with the financial statements and the related notes included in the Company's annual report on Form 10-K for the year ended December 31, 2000. Operating results for the six months ended June 30, 2001 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2001. Certain prior year amounts have been reclassified to conform to the current year presentation. 7 8 3. DERIVATIVE FINANCIAL INSTRUMENTS Effective January 1, 2001 with the adoption of SFAS No. 133 - "Accounting for Derivative Instrument and Hedging Activities", and SFAS No. 138 "Accounting for Certain Derivatives and Certain Hedging Activities", all derivative instruments are reported on the Consolidated Balance Sheets at their fair value, with changes in fair value recorded in income or equity, depending on the use of the derivative instrument. Changes in the fair value of derivatives that are not designated as hedges are recognized in current period earnings. The Company has entered into a reinsurance agreement with an unaffiliated reinsurer to reinsure the risk associated with the "Guaranteed Retirement Income Program". As a result, there is an embedded derivative within this agreement that has an estimated fair market value of $71.2 million as at June 30, 2001, and is reflected in the Consolidated Balance Sheets as part of "Due from reinsurers". The related $71.2 million estimated fair value of the obligation to the policyholder has been reflected in the Consolidated Balance Sheets as part of "Policyholder liabilities and accruals". There was no cumulative effect to the consolidated financial statements of the Company upon the adoption of these accounting statements. 4. COMPREHENSIVE INCOME Total comprehensive income was as follows:

Other comprehensive (loss) income is reported net of income tax expense (benefit) of $(254) and $(833) for the three months and $36 and $(557) for the six months ended June 30, 2001 and 2000, respectively. 5. CONTINGENCIES Over the normal course of its business, the Company may become subject to various lawsuits. Contingent liabilities arising from litigation, income taxes and other matters are not considered material. 8 9 Item 2. Management's Discussion And Analysis of Results of Operations And Financial Condition OVERVIEW The Manufacturers Life Insurance Company of North America (hereinafter referred to as "MNA" or the "Company") reported net income of $20.8 million for the second quarter ended June 30, 2001, a significant increase in comparison to the 2000 figure of $7.2 million. This change resulted from a more favorable equity market performance in the second quarter of 2001 when compared to the performance of the same time period of last year. For the six months ended June 30, 2001, net income was $10.2 million. This compares to a figure of $22.2 million for the same period in 2000. REVIEW OF OPERATING RESULTS The Company has two segments, wealth management and insurance. The insurance operations are considered by management to be in a developmental stage. The following analysis of the consolidated results of operations and financial condition of MNA should be read in conjunction with the Consolidated Financial Statements and the related Notes to Consolidated Financial Statements for the quarter ended June 30, 2001. The discussion will focus solely on the wealth management operations of the Company due to the limited assets and revenues associated with the insurance operations. The Company's primary source of earnings in its wealth management operations is from the sale of annuities and is comprised of fees assessed against policyholder account balances held in the Company's separate accounts. Such fees include mortality and expense risk charges, surrender charges, and annual administrative charges. In addition, the Company earns a spread between the advisory fees charged to manage the separate account assets invested in the Manufacturers Investment Trust, a no-load, open-end investment management company, and the sub-advisory fees paid to external managers of those same assets. Key factors in the Company's profitability include the ability to acquire and retain new variable annuity deposits, and the benefits derived from a continued growth in the underlying assets through market performance. The Company began to sell pension products in 1998. No significant revenues have been generated from the sale of such products. Second Quarter Revenues Total revenues for the second quarter of 2001 decreased by 1.0% to $111.3 million, down from the $112.4 million comparative of 2000. The main contributor was a 2.9% decrease to $66.8 million for fees associated with the management of the separate accounts and policyholder general accounts, down from $68.8 million in 2000. The cause was a slightly lower underlying separate account average asset base for the quarter against which such fees are levied. Offsetting this decline was higher investment income, from an increase in invested assets, and net realized investment gains in 2001, compared to net realized investment losses in 2000. 9 10 Second Quarter Benefits and Expenses Total benefits and expenses for the second quarter of 2001 decreased by $20.2 million to $81.1 million when compared to $101.3 million for 2000. This net change mainly consists of a $27.9 million decrease in the amortization of Deferred Acquisition Costs ("DAC"), offset by a $7.4 million increase in general operating expenses. Improved equity market performance during the second quarter of 2001 resulted in a separate account investment return experience being more favorable than expected. For the second quarter of 2000, equity markets generated a separate account investment return experience which was less favorable than expected. Hence the main reason behind the $27.9 million decrease in DAC amortization. The $7.4 million increase in general expenses is mainly the result of higher reinsurance costs associated with profit sharing treaties and minimum guarantees provided by the Company in certain of its products. Year-To-Date Revenues Total revenues for 2001 increased by 2.6% to $226.0 million, up from the $220.3 million comparative of 2000. Fees associated with the management of the separate accounts and policyholder general accounts increased by 2.0% to $137.5 million, up from $134.7 million in 2000. Likewise, advisory fees and other distribution revenues associated with the separate accounts have increased by 1.7% to $81.1 million, up from $79.7 million in 2000. Although the underlying separate account average asset base against which such fees are levied has remained relatively constant in comparing the year-to-date results for the two quarters, the 2001 balance reflects additional fees pertaining to the sale of new and existing products that generated additional revenue. An additional reason for the increase in total revenues was that there were net realized investment gains for 2001 as compared to net realized investment losses for 2000. Year-To-Date Benefits and Expenses Total benefits and expenses for 2001 increased by $28.3 million to $214.3 million when compared to $186.0 million in 2000. Included in this increase is $19.4 million pertaining to the amortization of DAC and $8.4 million associated with general operating expenses. The main reason for the increase in DAC amortization was the less favorable performance of the equity markets, which resulted in the year-to-date investment return experience being poorer than expected and well below the experience recorded in 2000. The increase in general operating expenses is predominately due to an increase in borrowing costs resulting from a higher average notes payable to affiliates balance in 2001, as well as an increase in reinsurance costs associated with the minimum guarantees offered through certain of the products sold. Financial Position as at June 30, 2001 Total assets decreased by 1.6% to $18.4 billion as at June 30, 2001, down from $18.7 billion as at December 31, 2000. Separate account assets account for 88.4% of total assets and decreased by 3.2 % to $16.3 billion as at June 30, 2001, down from $16.8 billion as at December 31, 2000. This decrease is mainly the result of the fall in equity market values and is the primary cause of the reduction in total assets. Due from reinsurers increased by 12.0% to $827.9 million as at June 30, 2001, up from $738.9 million as at December 31, 2000. Included in the 2001 figure is $71.2 million which represents the estimated fair value of an embedded derivative in a ceded reinsurance agreement and is the result of implementing SFAS No. 133 - "Accounting for Derivative Instruments and Hedging Activities" and SFAS No. 138 "Accounting for Certain Derivatives and Certain Hedging Activities", both of which became effective January 1, 2001. There was no cumulative effect to the consolidated financial statements of the Company upon the adoption of these pronouncements. The reinsurance agreement hedges the Company's equity market risk exposure associated with its Guaranteed Retirement Income Program ("GRIP"). 10 11 Total liabilities have decreased proportionately with the change in the related assets. Separate account liabilities account for 91.3% of total liabilities and decreased by 3.2% to $16.3 billion as at June 30, 2001, down from $16.8 billion as at December 31, 2000. The decrease is consistent with that pertaining to the separate account assets. Policyholder liabilities and accruals increased by 16.4% to $1,019.5 million as at June 30, 2001, up from $876.2 million as at December 31, 2000. This increase includes $71.2 million representing the policyholder liability for benefits provided under GRIP as at June 30, 2001. Notes payable to affiliates decreased by $36.2 million to $405.8 million as at June 30, 2001, down from $442.0 million as at December 31, 2000. The decrease resulted from net repayments made during the first two quarters of 2001. Included in total shareholder's equity is an increase in additional paid-in capital of $100.0 million to $360.1 million as at June 30, 2001, up from $260.1 million as at December 31, 2000. MARKET RISK Market risk is the risk that the Company will incur losses due to adverse changes in equity markets and interest rates. The Company earns asset based fees levied on the asset levels invested in the separate accounts. As a result, the Company is exposed to a reduction in such fee income in the event of a severe and sustained equity market downturn. Interest rate risk is the risk that the Company will incur economic losses due to adverse changes in interest rates. This risk arises from the issuance of certain interest sensitive annuity products and the investing of those proceeds in fixed rate investments. The Company manages its interest rate risk through an asset-liability management program and has established a target portfolio mix which takes into account the risk attributes of the liabilities supported by the assets, expectations of market performance, and a generally conservative investment philosophy. In addition, the Company has diversified its product portfolio offerings to include products that contain features that will protect it against fluctuations in interest rates. Based on the Company's overall exposure to interest rate risks, the Company believes that changes in interest rates would not materially affect the consolidated near-term financial position, results of operations, or cashflows of the Company as of June 30, 2001. Refer to the Company's Annual Report on form 10-K for a more detailed discussion of market risks. RATINGS Financial strength is a key factor in generating new business, maintaining and expanding distribution relationships, and providing a base for expansion, acquisitions, and growth. The Company is part of a group of companies collectively known as Manulife Financial. Manulife Financial is a leading Canadian-based financial services company operating in 15 countries and territories worldwide. Through its extensive network of employees, agents and distribution partners, Manulife Financial offers clients a diverse range of financial protection products and wealth management services. Funds under management by Manulife Financial were $140.9 billion (Cdn) as of June 30, 2001 with a consolidated capital position of $9.8 billion (Cdn). 11 12 Along with its indirect parent, The Manufacturers Life Insurance Company, the Company enjoys the following financial strength and claims paying ratings that are among the strongest in the life insurance industry. A.M. Best Company A++ (1st of 16 categories) Fitch AAA (1st of 22 categories) Standard & Poor's Corporation AA+ (2nd of 21 categories) Moody's Investor Services Aa2 (3rd of 21 categories) FORWARD-LOOKING STATEMENTS Certain information included herein is forward-looking with respect to the Company, including its business operations and strategy, and financial performance and condition. These statements generally can be identified by the use of forward-looking words such as "may", "will", "expect", "intend", "estimate", "anticipate", "believe" or "continue" or the negative thereof or similar variations. Although management believes that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and actual results may differ materially from those expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the Company's expectations include among other things, general economic and market factors such as interest rates, business competition and changes in government regulations or in tax laws. 12 13 PART II - OTHER INFORMATION Item 1 - Legal Proceedings No reportable events Item 2 - Changes In Securities (a) and (b) No reportable events (c) The Company currently sells Venture Group Annuity, a flexible premium payment deferred variable unallocated group annuity, to retirement plans that qualify for special tax treatment under Section 401(a) of the Internal Revenue Code. Sales of these securities are not required to be registered under the Securities Act of 1933 (Section 3(a)(2) of this Act). Manufacturers Securities Services, LLC, a majority owned subsidiary of the Company is the principal underwriter of the contracts and Manulife-Wood Logan Co., Inc., an affiliate of the Company, is the promotional agent. There are no maximum or minimum purchase payments required to establish a contract. The value of a contract will vary according to the investment performance, charges and expenses of the subaccounts in which the contract is invested. As of June 30, 2001, the total variable assets in the Venture Group Annuity was $29,476,402. Items 3 - Defaults Upon Senior Securities No reportable events Item 4 - Submission Of Matters To A Vote Of Security Holders No reportable events Item 5 - Other Information No reportable events Item 6A - Exhibits (3) Exhibits (the Registrant is also referred to as the "Company") -------------------------------------------------------------------------------- Exhibit No. Description -------------------------------------------------------------------------------- 1(a) Underwriting Agreement between the Company and Manufacturers Securities Services, LLC, formerly NASL Financial Services, Inc. (Underwriter) - Incorporated by reference to Exhibit (b)(3)(i) to Form N-4, file number 33-76162, filed March 1, 1999. 1(b)i Promotional Agent Agreement between Manufacturers Securities Services, LLC, formerly NASL Financial Services, Inc. (Underwriter), the Company and Wood Logan Associates, Inc. (Promotional Agent) - Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4, file number 33-76162, filed April 29, 1997 on behalf of The Manufacturers Life Insurance Company of North America Separate Account A. 1(b)ii Amendment to Promotional Agent Agreement - Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4, file number 33-76162, filed February 25, 1988 on behalf of The Manufacturers Life Insurance Company of North America Separate Account A. 2 Not Applicable 3(i)(a) Certificate of Incorporation of the Company - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 13 14 3(i)(b) Certificate of Amendment of Certificate of Incorporation of the Company, Name Change, July 1984 - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 3(i)(c) Certificate of Amendment of Certificate of Incorporation of the Company, Authorization of Capital, December 1994 - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 3(i)(d) Certificate of Amendment of Certificate of Incorporation of the Company, Name Change, March 1997 - Incorporated by reference to Post-Effective Amendment No. 1 to Registration Statement on Form S-1, file number 333-6011, filed October 9, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 3(i)(e) Certificate of Amendment of Certificate of Incorporation of the Company, Registered Agent, July 1997 - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 3(ii) Amended and Restated By-Laws of the Company - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 4(i) Form of Individual Single Payment Deferred Fixed Annuity Non-Participating Contract - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 4(ii) Form of Group Single Payment Deferred Fixed Annuity Non-Participating Contract - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 4(iii) Individual Retirement Annuity Endorsement - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 4(iv) ERISA Tax-Sheltered Annuity Endorsement - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 4(v) Tax-Sheltered Annuity Endorsement - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 4(vi) Section 401 Plans Endorsement - Incorporated by reference to Exhibit 4 to Registration Statement on Form S-1, file number 33-6011, filed June 14, 1996 5 Opinion and Consent of James D. Gallagher, Esq. - Incorporated by reference to Exhibit 5 to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 6 Not Applicable 7 Not Applicable 8(ii) Amendment to Remote Service Agreement dated March 1999 between Manufacturers Life Insurance Company of North America and CSC Continuum Inc. -Incorporated by reference to Post Effective Amendment No. 9 to the Registration Statement on Form N-4, file number 33-76162, filed April 27, 2000 9 Not Applicable 14 15 10(i) Form of broker-dealer agreement between the Company, Manufacturers Securities Services, LLC, formerly NASL Financial Services, Inc. (underwriter), Wood Logan Associates, Inc. (Promotional Agent) and broker-dealers -Incorporated by reference to Exhibit (b)(3)(iii) to pre-effective amendment no. 1 to Form N-4, file number 33-9960, filed February 2, 1987 on behalf of the NASL Variable Account of the Company, now known as The Manufacturers Life Insurance Company of North America Separate Account A 10(ii) Reinsurance and Guaranteed Death Benefits Agreement between the Company and Connecticut General Life Insurance Company - Incorporated by reference to Exhibit (b)(7)(i) to Registration Statement on Form N-4, file number 33-76162, filed March 1, 1996 10(iii) Reinsurance Agreement between the Company and PaineWebber Life Insurance Company - Incorporated by reference to Exhibit (b)(7)(iii) to Registration Statement on Form N-4, file number 33-76162, filed March 1, 1996 10(iv) Coinsurance Agreement between the Company and Peoples Security Life Insurance Company - Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 10(v) Reinsurance and Accounts Receivable Agreements between the Company and ITT Lyndon Life - Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 10(vi) Automatic Modified - Coinsurance Reinsurance Agreement between the Company and Transamerica Occidental Life Insurance Company - Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 10(vii) Automatic Yearly Renewable Term Reinsurance Agreement between the Company and Transamerica Occidental Life Insurance Company - Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 10(viii) Amendment No. 1 to the Variable Annuity Guaranteed Death Benefit Reinsurance Agreement between the Company and Connecticut General Life Insurance Company - Incorporated by reference to Exhibits (10)(iv) through (10)(viii) to Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1, file number 33-6011, filed January 29, 1997 10(ix) Coinsurance Agreement between the Company and The Manufacturers Life Insurance Company (USA) Incorporated by reference to Form 10K, file number 812-06037, filed March 31, 1998 on behalf of The Manufacturers Life Insurance Company of North America 11 Not Applicable 12 Not Applicable 13 Not Applicable 14 Not Applicable 15 Not Applicable 16 Not Applicable 17 Not Applicable 18 Not Applicable 19 Not Applicable 20 Not Applicable 15 16 21 The Company has the following wholly owned subsidiaries: Manufacturers Securities Services, LLC and The Manufacturers Life Insurance Company of New York 22 Not Applicable 23(i) Not Applicable 23(ii) Not Applicable 24(i) Power of Attorney - John D. Richardson, Director and Chairman of the Company - Incorporated by reference to Post-Effective Amendment No. 3 to Registration Statement on Form N-4, file number 33-76162, filed April 29, 1997 on behalf of The Manufacturers Life Insurance Company of North America Separate Account A. 24(ii) Power of Attorney - David W. Libbey, Principal Financial Officer of the Company - Incorporated by reference to Form 10Q, file number 812-06037, filed November 14, 1997 on behalf of The Manufacturers Life Insurance Company of North America. 24(iii) Power of Attorney - Peter Hutchison, Director of the Company - Incorporated by reference to Post-Effective Amendment No. 4 to Registration Statement on Form N-4, file number 33-76162, filed February 25, 1988 on behalf of The Manufacturers Life Insurance Company of North America Separate Account A. 24(iv) Power of Attorney - John D. DesPrez III - Incorporated by reference to Exhibit (14)(iv) to post-effective amendment no. 1 to Form N-4, file number 333-38081 filed April 19, 1999. 25 Not Applicable 26 Not Applicable 27 Not Applicable 28 Not Applicable ITEM 6B - REPORTS ON FORM 8-K No reports on Form 8-K were filed during the quarter. 16 17 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE MANUFACTURERS LIFE INSURANCE COMPANY OF NORTH AMERICA (Registrant) By: /s/ DAVID W. LIBBEY ----------------------------------- David W. Libbey Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer and Duly Authorized Officer) Date: August 14, 2001

MANUFACTURERS LIFE INSURANCE CO OF NORTH AMERICA 10-Q