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S&P Rates Manulife Financial Capital Trust MaCS

    TORONTO, Dec. 5 /PRNewswire/ -- Standard & Poor's today assigned its 'P-1'
Canadian national scale and single-'A'-plus global scale preferred share
ratings to Manulife Financial Capital Trust's issuance of up to C$1.0 billion
of Manulife Financial Capital Securities series A and B (MaCS). At the same
time, the outstanding ratings on Toronto-based Manulife Financial and its
operating insurance subsidiaries, were affirmed.
    (A complete list of ratings is available on RatingsDirect Canada, Standard
& Poor's Web-based credit analysis system, or by calling the Toronto Ratings
Desk at (1) 800-258-9418.)
    The capital securities will be issued by Manulife Financial, a wholly
owned trust of The Manufacturers Life Insurance Co. (AA+/Stable/A-1+), which
will allow Manulife Financial to raise cost-effective and tax-deductible Tier
1 capital.

    Major Rating Factors:
    -- The ratings reflect Manufacturers Life's geographically diversified
       operations and competitive position in the markets it serves. In
       Canada, the company is a premier provider of individual and group life,
       health, and retirement products. In the U.S., it maintains strong niche
       positions in the life insurance, savings, and retirement markets.
       Manulife Financial is the largest life retrocessionaire in North
       America, and in Asia it has growing life insurance franchises in
       various countries.
    -- Capital strength is very strong for Manulife Financial's business mix.
       The group's Sept. 30, 2001, consolidated equity position totaled C$8.0
       billion. Consolidated debt plus preferred leverage of 22% and fixed-
       charge coverage exceeding 9 times (x) were satisfactory.
    -- The operating performance of the group continues to be very strong.
       Nine-month 2001 net income totaled C$831 million compared with C$782
       for nine-months 2000 and C$1,068 for full-year 2000 results.
    -- Manulife Financial maintains a well-diversified investment portfolio
       that has produced an excellent yield.

    Manufacturers Life and its U.S. subsidiaries are Security Circle insurers,
which means they voluntarily underwent Standard & Poor's most comprehensive
analysis and were assigned ratings in one of the top four categories for
financial security.
    Standard & Poor's expects Manulife Financial to seek acquisitions and
affiliations that would enhance its position not only in Canada but also in
the U.S. and Asia. Operating performance is expected to remain very strong,
with ROE of about 15% in 2001 and 2002. Capital strength on a consolidated
basis, as well as for the individual operating companies, will remain very
strong. Prospective debt plus preferred financial leverage is not expected to
exceed 30% and fixed-charge coverage is not expected to drop below 8x. The
investment portfolio will continue to be well-diversified, with no material
erosion in credit quality.


SOURCE Standard & Poor's




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    Chu, CFA, +1-416-507-2506, both of Standard & Poor's