SecProbe.io

CORRESP
1
filename1.htm

JOHN HANCOCK LIFE INSURANCE CO (USA) SEPARATE ACCOUNT H

 200 Berkeley Street

 Boston,
Massachusetts 02116

 (617) 663-3192

Email: TLoftus@jhancock.com

 Thomas Loftus

Assistant Vice President and Assistant Chief Counsel

February 25, 2022

 Via EDGAR
Correspondence Submission

 Min S. Oh

 Division of
Investment Management

 Office of Insurance Products

Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

Re:

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

Post-Effective Amendment No. 55 filed on November 17, 2021 (File No. 333-70728) (the
“Amendment”)

 Dear Mr. Oh:

On behalf of John Hancock Life Insurance Company (U.S.A.) (“John Hancock”) and its Separate Account H, we are responding to the
Commission staff comments that you provided to us orally on January 4, 2022 in connection with the above-captioned Amendment.

 Each
of the Staff’s comments is restated below, followed by John Hancock’s response. Where the response has entailed changes to the prospectus, those changes are marked on the attached draft of the revised prospectus.

The markings on the attached copy of the prospectus reflect the changes that have be made from the version thereof that was included in the
Amendment, and those marked changes include a few relatively minor changes that are in addition to those made in response to the staff’s comments. The final disclosure revisions (which may include additional editorial and stylistic changes) and
required exhibits will be filed in one or more additional amendments pursuant to paragraph (b) of Rule 485 under the Securities Act of 1933.

General Explanatory Notes:

i.
 Page references in the below restatements of the staff’s comments are to the PDF version of the courtesy
copy prospectus.

ii.
 John Hancock has decided to defer inclusion of any initial summary prospectuses (“ISPs”) in the
registration statement (or in the registration statements for any of John Hancock’s other variable annuity contracts) until after May 1, 2022. Accordingly, any ISP that John Hancock decides in the future to use would be filed pursuant to a
further amendment that would be filed at some time after May 1, 2022.

 Min S. Oh, Esq.

February 25, 2022

  Page
 2
 of 17

 SEC STAFF COMMENTS ON FACING SHEET AND STATUTORY PROSPECTUS

COMMENT 1: On the front cover page of the prospectus and the statement of additional information (“SAI”) the marketing name as set forth on the
prospectus cover page should exactly match the product name associated with the product’s contract identifier number in the EDGAR system.

RESPONSE: Comment complied with. John Hancock is implementing a minor change to the wording of the product name so that the EDGAR system
associates with the product’s contract identifier number, in order to ensure conformity with the marketing name as described on the prospectus cover page.

COMMENT 2: On the first page of the prospectus, revise the last sentence of the second paragraph when referring to the each of the following subaccounts.

RESPONSE: Comment complied with.

 COMMENT 3: In
the Key Information table on page 10, delete the word “Table” from the heading and just call it “Key Information.”

RESPONSE: Comment complied with.

 COMMENT 4: In
the Key Information table, since this is a dual prospectus covering both national and New York Contracts, delineate national versus New York charges. For example, in the charges for early withdrawals,
2nd paragraph, provide 2 sets of information because they are two different sets of information. Also, another example, for New York applying the Payment Enhancement Rider, separate the disclosure
if possible.

 RESPONSE: Comment complied with.

COMMENT 5: In the Key Information table, under “Transaction Charges” in the last paragraph, “for more information on transaction charges,
please refer to Chapter IV…”, add a cross-reference for transaction charges if there is one.

 RESPONSE: Comment complied with.

 COMMENT 6: In the Key Information table, under “Ongoing Fees and Expenses,” delete the first paragraph.

RESPONSE: Comment complied with.

 COMMENT 7: (a)
In the Key Information table, under “Ongoing Fees and Expenses,” confirm supplementally that the base contract figures will reflect the $30 annual charge after it is converted to a percentage; (b) Explain, in a parenthetical or
footnote to the table or each caption, the basis for each percentage (e.g., % of separate account value or benefit base, or % of net asset value).

 Min S. Oh, Esq.

February 25, 2022

  Page
 3
 of 17

 RESPONSE: (a) Because it is a flat dollar fee rather than a percentage, the $30 annual
fee is not included in the base Contract percentage, as is reflected in the updated footnote:

 *Charge based on average daily assets
allocated to the Subaccounts and does not include the $30 annual fee.

 (b) Comment complied with and the table has been updated.

 COMMENT 8: In the Key Information table, under “Ongoing Fees and Expenses,” break out national and New York expenses because they present
differently. Also, bold the second half of the sentence in the disclosure where it says “which could add charges for early withdrawals…”

RESPONSE: Comment complied with.

 COMMENT 9: In
the Key Information table, show lowest annual cost and highest annual cost for national and New York expenses separately. Also, in the 3rd bullet where you list the most expensive combination of
Contract classes, add “Optional Benefits.” Finally, delete the last bullet that says “No Optional Benefits.”

 RESPONSE:
Comment complied with.

 COMMENT 10: In the Key Information table, under “Risk of Loss” in the second paragraph, revise the disclosure to
“For more information on risk of loss” rather than “insurance company risk.”

 RESPONSE: Comment complied with.

COMMENT 11: In the Key Information table, under “Restrictions – Optional Benefits,” in the first sentence, there are restrictions, so delete
“/or whether.”

 RESPONSE: Comment complied with.

COMMENT 12: In the Key Information table, under “Taxes,” in the second to last line of the first paragraph, delete “and not subjected to income
tax penalties” and then replace “includible in your income” with the last sentence in Item 2, Instruction 5.

 RESPONSE:
Comment complied with.

 COMMENT 13: In the Key Information table, under “Conflicts of Interest,” in the first paragraph, Investment Professional
Compensation, switch commissions and compensation so that it reads – may have received compensation for selling the Contract by means of various commissions and revenue sharing arrangements.

RESPONSE: Comment complied with.

 COMMENT 14: In
the context of the “Overview” section, in the last sentence of the second paragraph “We disclose all material variations in this Prospectus.” Please supplementally confirm that all material state variations and intermediary
specific variations have been disclosed pursuant to Instruction Item 8(a).

 RESPONSE: John Hancock confirms that all material state
variations (and all material variations that apply to sales through any particular intermediary) are disclosed in the Prospectus.

 Min S. Oh, Esq.

February 25, 2022

  Page
 4
 of 17

 COMMENT 15: In the third paragraph, you say “depending on state requirements, we may have issued the
Contract under a Master Group Contract.” Does this mean this was also offered as a group Contract? If so, on first page of the prospectus include “individual or group” in the description of the Contract.

RESPONSE: Comment complied with.

 COMMENT 16:
(a) In “Overview – Contract Features,” in the third paragraph, where it says “the Company makes one or more payments for a period of time known as pay-out period,” with respect to the pay-out period, you want to disclose that during this phase you cannot make withdrawals and the death benefit and living benefit will have terminated, pursuant to Instruction Item 3(b)(2).

(b) On the next page, where it says “What are my Investment Choices?” that has been deleted out, the comment is to retain that first paragraph under
that caption pursuant to Instruction 1 Item 3(b)(1).

 RESPONSE: Comments complied with.

COMMENT 17: Page 16, Payment Enhancement Rider section – standard disclosure comments based on comments given by the Staff that apply to any bonus
contract:

(a)
 The cover page of prospectus, ISP, USP, and Overview of Contract section should disclose that expenses for the
contract with the bonus may be higher than expenses for a contract without a bonus and that the amount of a bonus may be more than offset by the additional fees and charges associated with the bonus contract and when applicable, you should also
disclose that bonus may be recaptured upon free look, withdrawal, surrender, annuitization or death.

 RESPONSE: Comment
complied with. The cover page and Overview section contain the following disclosure regarding the Payment Enhancement Rider, which was available on a limited basis to John Hancock New York Contracts:

Expenses for a Contract with a Payment Enhancement Rider may be higher than expenses for a Contract without the Rider, and the amount gained
from the Rider may be more than offset by the additional fees and charges associated with the Rider.

(b)
 In the Key Information table, first, if a bonus can be recaptured on withdrawal or surrender, briefly state
that in the Early Withdrawal Charge section of the Key Information table. Next, in the “Ongoing Fees and Expenses” line item, confirm that the lowest and highest annual cost does not reflect any bonus amounts per Instruction 2(c)(II)(C)(d)
Item 2.

 RESPONSE: The amount credited to a Contract under the Rider is not recaptured on withdrawal or surrender. The
“Ongoing Fees and Expenses” line item of the highest annual costs does not reflect Payment Enhancement Rider amounts.

(c)
 Bonuses should be discussed as a principal risk including the following: that the amount of the bonus may be
more than offset by the additional fees and charges associated with the bonus contract (put in the principal risks section and not in Key Information table).

 Min S. Oh, Esq.

February 25, 2022

  Page
 5
 of 17

 RESPONSE: Comment complied with. The following disclosure has been added at the end of
“Principal Risks of Investing in a Contract”:

 Risk Associated with Payment Enhancement Rider. For Contracts with the
Payment Enhancement Rider, the amount credited to your Contract under the Rider may be more than offset by the additional fees and charges associated with the Rider. See “VII. Description of the Contract – Payment Enhancement.”

(d)
 Describe the impact of any recapture provision on the Free Look which tolls surrender value, annuitization
value or death benefit value. What is the impact of bonuses on the optional benefit? For example – are they excluded from a benefit amount?

RESPONSE: N/A

(e)
 If bonus amounts are excluded from any Contract benefit, then that fact should be disclosed in the benefits
table per Item 10(a), and it should be disclosed as a restriction or limitation on the applicable contract benefit or option.

RESPONSE: N/A

(f)
 Disclose where applicable that the insurer expects to make a profit from the bonus charges and identify the
charges used to recoup the bonus.

 RESPONSE: Comment complied with. The Prospectus contains the following disclosure in
“VII. Description of the Contract – Accumulation Period Provisions – Payment Enhancement”:

 We expect to make a profit
from the Contracts. The charges used to recoup the expense of paying the Payment Enhancement include the withdrawal charge and the asset-based charges (see “VIII. Charges and Deductions”).

(g)
 Disclose that there may be circumstances in which a Contract Owner may be worse off for having the bonus and
identify the circumstances in which the owner can be worse off for not having the bonus.

 RESPONSE: Comment complied
with. The Prospectus contains the following disclosure in “VII. Description of the Contract – Accumulation Period Provisions – Payment Enhancement”:

Matters to Consider About the Payment Enhancement. There may be circumstances where you may be worse off for having purchased a Contract
with a Payment Enhancement as opposed to a Contract without a Payment Enhancement. For example, the higher charges for a Contract with a Payment Enhancement may over time exceed the amount of the Payment Enhancement and any earnings thereon.

(h)
 You must disclose when the Company can recapture and confirm that you have relief for recapture. In terms of
relief, confirm supplementally that the Registrant has relief under 2(a)(32), Section 22(c), Section (27)(I)(2)(A) and also Rule 22(c)(1), all under the Investment Company Act of 1940.

RESPONSE: N/A

 Min S. Oh, Esq.

February 25, 2022

  Page
 6
 of 17

(i)
 Also, with respect to relief for recapture, please confirm supplementally that the registration statements
currently being reviewed by the Staff relate to Contracts that are substantially similar in all material respects to the Contracts for which any exemptive relief was granted.

RESPONSE: N/A

(j)
 Disclose how the bonus is treated for purposes of calculating surrender charge and free withdrawal amounts.

 RESPONSE: Comment complied with. The Prospectus contains the following disclosures in “VII. Description of the
Contract – Accumulation Period Provisions – Payment Enhancement”:

 Additional Charges for the Payment Enhancement
Rider. If you elected the Payment Enhancement Rider, the Separate Account annual expenses are increased by 0.35%. The guaranteed interest rate on Fixed Investment Options is reduced by 0.35%. In addition, each Purchase Payment will be subject to
a higher withdrawal charge for a longer period of time. The maximum withdrawal charge if the Payment Enhancement Rider is elected is 8% (as opposed to 6% with no Payment Enhancement Rider) and the withdrawal charge period is 8 years if the Payment
Enhancement Rider is elected (as opposed to 7 years with no Payment Enhancement Rider).

 Amounts to Which Withdrawal Charges Do Not
Apply. We do not assess a withdrawal charge with respect to: (i) earnings accumulated in the Contract; (ii) Payment Enhancements (where applicable) and any earnings attributable to Payment Enhancements; (iii) certain other
“free Withdrawal Amounts,” described below; or (iv) Purchase Payments that have been in the Contract for more than 7 complete Contract Years (8 complete years if you elected the Payment Enhancement Rider in New York).

(k)
 Disclose whether the bonus is considered part of the premium payment with regard to other Contract benefits.
For example, if there is a guaranteed living benefit, is the bonus included in any benefit base increase?

 RESPONSE:
Comment complied with. The Prospectus contains the following disclosures in “Appendix C: Optional Guaranteed Minimum Withdrawal Benefits – Features of Principal Plus and Principal Plus for Life Series Riders – Benefit Base”:

The Benefit Base we use to determine the initial Guaranteed Withdrawal Amount is equal to your initial Purchase Payment. (We do not count
Purchase Payment amounts over $5 million or, for Contracts issued in New York with a Payment Enhancement Rider, any Payment Enhancement attributable to the Purchase Payment for this purpose.) If we allowed you to purchase your Rider after the
first Contract Year, we may have determined the Benefit Base by using your Contract Value after the first Contract Year.

(l)
 Tax disclosure – Disclose that the bonus amount is not included in the basis of a Contract.

 RESPONSE: Comment complied with. The Prospectus contains the following disclosures in “VII. Description of the
Contract – Accumulation Period Provisions – Payment Enhancement:”

 Min S. Oh, Esq.

February 25, 2022

  Page
 7
 of 17

 Tax Considerations. Payment Enhancements are not considered to be “investment in
the contract” for income tax purposes (see “IX. Federal Tax Matters”).

(m)
 Reflect the b