Great-West Lifeco
Annual Report 2019

Plain-text annual report

2019 Annual Report CORPORATE PROFILE Great-West Lifeco is an international financial services holding company with interests in life insurance, health insurance, retirement and investment services, asset management and reinsurance businesses. We operate in Canada, the United States and Europe under the brands Canada Life, Empower Retirement, Putnam Investments and Irish Life. At the end of 2019, our companies had approximately 24,000 employees, 197,000 advisor relationships, and thousands of distribution partners – all serving our more than 31 million customer relationships across these regions. Great-West Lifeco and its companies have over $1.6 trillion in consolidated assets under administration as at December 31, 2019, and are members of the Power Corporation group of companies. Great-West Lifeco trades on the Toronto Stock Exchange (TSX) under the ticker symbol GWO. To learn more, visit greatwestlifeco.com. 2019 AT A GLANCE 24,000+ Employees supporting our customers 31+M Customer relationships 170+ More than 170 years of delivering on the promises we have made $37+B $2,359B Benefits paid to customers Earnings $17+M $2,785B Contributed to communities Adjusted earnings* 197,000+ Advisor relationships supporting our customers greatwestlifeco.com Visit our website to get a digital copy of our annual report and access more information, such as our current credit ratings. * Presented on an adjusted basis, a non-IFRS measure. Contents Our Brands . . . . . . . . . . . . . . . . . . . . . 1 Financial Highlights . . . . . . . . . . . . . . . 2 Directors’ Report to Shareholders . . . . . . . . . . . . . . . . . . 4 Business Highlights: Risk and Capital Solutions . . . . . . . . . . 7 Business Highlights: Workplace . . . . . . . . . . . . . . . . . . . . . 8 Business Highlights: Advice and Wealth Solutions. . . . . . . 10 Business Highlights: Investment and Asset Management . 12 Sustainability and Community Highlights . . . . . . . . . . . 14 Management’s Discussion and Analysis . . . . . . . . . . . . . . . . . . . 16 Financial Reporting Responsibility . . . 93 Consolidated Financial Statements . . 94 Independent Auditor’s Report . . . . . 169 Sources of Earnings. . . . . . . . . . . . . 171 Five-Year Summary . . . . . . . . . . . . . 173 Directors and Senior Officers. . . . . . 174 Shareholder Information . . . . . . . . . 175 Organizational Chart . . . . . . . . . . . . IBC The financial information in this report is presented in millions of Canadian dollars for the period ended December 31, 2019, unless otherwise indicated. Readers are referred to the Cautionary Notes regarding forward-looking information and non-IFRS financial measures on page 16. Our Brands Great-West Lifeco operates in Canada, the United States and Europe through Canada Life, Empower Retirement, Putnam Investments and Irish Life. Canada Effective January 1, 2020, The Great-West Life Assurance Company, London Life Insurance Company and The Canada Life Assurance Company, and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., became one company – The Canada Life Assurance Company. As a leading Canadian insurer with interests in life insurance, health insurance, retirement savings, investment management and reinsurance businesses, primarily in Canada and Europe, Canada Life serves the financial security needs of more than 13 million people. United States Empower Retirement serves all segments of the employer-sponsored retirement plan market. Empower also offers individual retirement accounts. Putnam is a U.S.-based global asset manager offering a range of investment management strategies, including fixed income, equity, environmental, social and governance (ESG), global asset allocation and alternatives, such as absolute return, risk parity and hedge funds. The firm’s affiliate, PanAgora, is a premier provider of institutional investment solutions, including alternatives, risk premia – including risk parity – and active strategies, spanning all major asset classes and risk ranges. Europe and Reinsurance In Europe, Canada Life and Irish Life provide insurance and wealth management products and services, including payout annuities, investments and group insurance in the United Kingdom; investments and individual insurance in the Isle of Man; pensions, critical illness and disability insurance in Germany; and, in Ireland, life and health insurance, pension and investment products. The Europe segment comprises two distinct business units: Insurance & Annuities, which offers protection and wealth management products, including payout annuity products, through subsidiaries of Canada Life in the United Kingdom (U.K.), the Isle of Man and Germany as well as through Irish Life in Ireland; and Reinsurance, which provides capital and risk solutions, and operates primarily in the U.S., Barbados and Ireland. Effective January 1, 2020, following the amalgamation of Great-West Life, London Life and Canada Life, the Reinsurance business will be operated through the Canada Life branches, subsidiaries of Canada Life and an indirect subsidiary of Great-West Life & Annuity Insurance Company (GWL&A). Great-West Lifeco Inc. 2019 Annual Report 1 FINANCIAL HIGHLIGHTS Solid Performance Across Our Businesses Great-West Lifeco’s solid financial performance is evidenced by its strong capital position and financial flexibility, backed by strategies to drive growth through innovation and disciplined capital deployment. 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 2.77 2.71 2.68 3.05 2.94 $2.94 2015 2016 2017 2018 2019 Earnings Per Common Share 3.05 2.94 2.77 2.71 2.68 14.7 14.1 13.4 13.8% 14.3 13.8 Return on Common Shareholders’ Equity 14.7 14.1 14.3 13.8 13.4 20.06 19.76 20.11 22.08 21.53 $21.53 Book Value Per Common Share 20.06 19.76 20.11 22.08 21.53 2015 2016* 2017* 2018* 2019* 2015 2016* 2017* 2018* 2019* 2015 2016 2017 2018 2019 Diversified Earnings by Geography ** 0.0 0.2 0.4 0 2 0.8 0.6 37% Canada  3 6 1.0 50% 0 9 Europe and 12 Reinsurance  5 15 * Presented on an adjusted basis, a non-IFRS measure. ** Based on 2019 adjusted net earnings. 0.4 Great-West Lifeco Inc. 2019 Annual Report 0.0 0.2 13% 15 10 20 25 United States  0.6 0.0 0.8 0.2 1.0 0.4 0.6 0.8 1.0 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 Dividends Paid We have a clear purpose to meet the diverse and changing needs of our customers and advisors. This purpose, combined with strong risk and expense discipline, is key to delivering long-term shareholder value. Common shares had an annual dividend yield of 5.3%in 2019 6.08% 5-Year Compound Annual Growth Rate $1.384 $1.468 $1.556 $1.652 $1.304 2015 1.213 1.248 1.350 2.0 1.399 $1.630T 1.63 2016 2017 2018 2019 105.0 117.50 123.1 139.3 $150.6B 150.6 Total Assets Under Administration (in Trillions) Premiums and Deposits (in Billions) Life Insurance Capital Adequacy Test 1.630 1.399 1.350 1.213 1.248 150.6 139.3 123.1 117.5 105.0 1.5 1.0 2015 2016 2017 2018 2019 2015 2016 2017 2018 2019 135% Great-West Lifeco Inc. 2019 Annual Report 3 0 50 100 150 200 DIRECTORS’ REPORT TO SHAREHOLDERS Jeffrey Orr Chair of the Board Paul Mahon President and Chief Executive Officer Great-West Lifeco has a long history of building value for its shareholders. Our market leadership is founded on strong brands, a diversified portfolio, and strategies to meet the diverse needs of our customers today and into the future. Across the regions where we operate, the company has been positioning its business for future growth and value creation, while navigating the challenges presented by low interest rates, technological disruption and rapidly changing consumer preferences. 4 Great-West Lifeco Inc. 2019 Annual Report Evolving our core strategies As we capitalize on opportunities and address challenges, we’ve continued to evolve our core strategies: delivering financial security and wellness through the workplace, providing advice-centred wealth management, delivering strong investment and asset management, and leveraging risk and capital management expertise. With a regional focus, we deliver financial security and wellness by reaching a broad range of customers with workplace-delivered advice and solutions. This strategy complements our capabilities in advice and wealth management, which allows us to serve a wide range of customer needs through our strong affiliations with advisor networks across all regions. Our approach to investment and asset management helps drive globally diversified and regionally delivered solutions to meet the needs of our individual customers and institutional clients. And, our success in bulk annuities and reinsurance solutions for institutional clients is a testament to our risk and capital expertise. Deploying capital to create value Deploying capital to create shareholder value is a priority for our companies. We create value organically by investing in the capabilities needed to grow market share and extend our franchises in a constantly evolving market. We also deploy capital through targeted mergers and acquisitions (M&A) to drive value creation by delivering scale-driven synergies, revenue expansion and business diversification. The acquisition of Retirement Advantage provided those benefits, including a new capability for our U.K. business – equity release mortgages. As persistent low interest rates have put a strain on retirement savings, innovative equity release mortgage solutions have helped our customers unlock equity in their homes as a source of stable income through retirement. The disposition of our individual insurance business in the U.S. freed up low performing capital, creating an opportunity to deliver value to shareholders. The proceeds of that disposition provided capacity to return capital to shareholders through the $2.0 billion substantial issuer bid we executed in the second quarter. Strengthening and leveraging our brands A core part of our strategy is how we position ourselves in the marketplace through branding and performance. In 2019, Great-West Lifeco took several decisive actions to further crystalize what our brands mean to our customers. In Canada, where our roots date back more than 170 years, we amalgamated our three Canadian life insurance companies under one strong brand: Canada Life. Operating under one brand will allow us to sharpen our focus on growth, innovation and efficiency, while communicating more effectively with one strong voice. Canada Life has also operated in Germany for almost 20 years. As markets have changed, this company has been investing in technology to be more responsive to customers. It recently adopted the same modern logo as our Canadian operations, allowing us to leverage investments in sponsorships that span national borders. Empower Retirement, headquartered in Denver, Colorado, is the second-largest retirement services provider in the U.S., serving more than 38,000 plans and over nine million participants. This high growth business is building brand awareness in a number of ways, including a new 21-year agreement for the naming rights to the Denver Broncos’ stadium, now known as “Empower Field at Mile High.” Putnam Investments made strong progress in 2019 with a focus on improving business economics while maintaining excellence in fund performance, distribution and digital capabilities. In 2019, Irish Life Investment Managers was named Investment Manager of the Year at the prestigious Irish Investment Awards. This kind of brand recognition contributes to Irish Life’s already strong foundation for organic growth in that market. For over 115 years, Canada Life in the U.K. has been a leader in retirement, investment and protection solutions. Canada Life’s recent Great-West Lifeco Inc. 2019 Annual Report 5 launch of a broader suite of retirement products and services is strengthening its reputation as a solutions provider for advisors and customers. we live and work, our goal is to make a positive impact by supporting initiatives that matter through donations and volunteerism. All of our brands – Canada Life, Empower Retirement, Irish Life and Putnam Investments – in each of their markets, enjoy strong connections with their customers and are recognized as leaders in providing trusted products and advice. Building on talent The dedication and expertise of our almost 25,000 employees and over 250,000 distribution partners around the world are key to our ongoing success. Our leaders are focused on growth, innovation and ensuring their teams have the training and resources to get the job done. Supported by digital capabilities and expertise, our teams are working hard every day to meet the changing needs and expectations of customers and distribution partners. Supporting sustainability and strengthening communities Great-West Lifeco believes that having a positive impact on the world around us through our operating model is essential to creating sustainable and long-term value for our customers and shareholders. Similarly, in the communities where Looking ahead We have a solid foundation based on outstanding products and services, market leading brands and exceptional people matched with a disciplined approach to growth. In 2020, we will diligently pursue opportunities to further define our brands, enhance and expand our offerings and focus on the strategies that will increase shareholder value. Thank you We thank our shareholders for their confidence in us. We also thank our employees and advisors for their commitment to meeting our customers’ needs. Finally, we want to thank our customers. On behalf of our colleagues, we look forward to continuing to deliver on our promises to them. Jeffrey Orr Chair of the Board Paul Mahon President and Chief Executive Officer Strong governance Good corporate governance is important – to Great-West Lifeco, our shareholders and policyholders, our employees, and the communities in which we operate. We believe it is essential to creating consistently strong long-term performance and positive outcomes for all of our stakeholders. Good corporate governance starts with our Board of Directors, which is responsible for the stewardship of Great-West Lifeco and the oversight of its management. We thank our Directors for their valuable contribution to the governance and affairs of our companies. At our 2019 Annual Meeting we announced changes to the membership of our Board. Ms. Heather Conway, who most recently served as Executive Vice President, English Services of CBC/Radio-Canada until her retirement in December 2018, was elected as a Director. Ms. Chaviva M. Hošek, who joined the Board in May 2008 serving on the Audit and Conduct Review Committees, including five years as Chair of the Conduct Review Committee, retired from the Board. In addition, Mr. Donald M. Raymond, who joined the Board in May 2017 serving on the Investment and Risk Committees, including one year as Chair of the Investment Committee, retired from the Board on January 1, 2020. We thank Ms. Hošek and Mr. Raymond for their years of dedicated service. 6 Great-West Lifeco Inc. 2019 Annual Report RISK AND CAPITAL SOLUTIONS Great-West Lifeco’s businesses are market leaders in capital and risk solutions globally, leveraging decades of expertise and scale in providing longevity and capital solutions. We have a consistent record of strong earnings, are a top 10 global reinsurer based on all gross reinsurance premiums written and a top six in life reinsurance based on life-focused gross reinsurance premiums written.* We are also one of the top two life reinsurance providers of risk and capital management solutions in the U.S. market. We will continue our focus on expanding diversification strategies into other key markets and deploying capital to improve the quality of portfolios to advance growth. Bulk annuities The U.K. has an active market in bulk annuities, which are transactions through which defined benefit pension schemes insure their liabilities. During 2019, Canada Life secured a number of repeat transactions in the U.K., in part as a result of successful initial implementations, and a testament to the service the company provides within this growing market. Canada Life also secured its first trade with a firm specifically supporting smaller bulk annuity transactions, an area of the market that can be more challenging for small- and medium-size pension schemes and one that presents a real opportunity for growth. In Canada, where the bulk annuity market is still relatively young, Canada Life was one of four insurers to jointly insure a large pension annuity buy- in with a combined valued at $885 million, securing the largest share. Reinsurance agreement helps more than 150,000 in-payment and deferred pensioners Canada Life Reinsurance offers a range of innovative risk and capital management solutions covering mortality, longevity, health and lapse risks for insurers, reinsurers and pension funds across the U.S. and Europe, including the Netherlands, the U.K., France, Germany, Italy, Spain, Portugal, Sweden, Belgium and Ireland. In 2019, Canada Life Reinsurance announced two major long-term longevity reinsurance agreements with $17.6 billion of in-force liabilities combined. Altogether, close to 350,000 of in-payment and deferred pensioners will be reinsured by Canada Life Reinsurance under these agreements. These transactions highlight Canada Life Reinsurance’s strength as a partner for reinsurance longevity transactions globally. * A.M. Best’s 2019 Rankings: top 50 World’s Largest Reinsurer Groups. Great-West Lifeco Inc. 2019 Annual Report 7 WORKPLACE Across every geographic region where we operate, Great-West Lifeco’s businesses are leaders in the group benefits markets. Our success comes from our proactive approach to meeting customer needs and our ability to grow market share even in challenging environments. We make continued investments in new, innovative products that help us to broaden the range of customers we reach with workplace- delivered advice and solutions. Supporting mental health in the workplace with Mental Health Navigator For more than two decades, Canada Life has championed mental health issues in the workplace. In 2019, it became the first Canadian insurer to offer Best Doctors® Mental Health Navigator services from Teledoc Health to group customers, who may be seeking a mental health diagnosis or looking for a second opinion on their current treatment plan. The service draws on a team of clinicians, psychologists, psychiatrists and expert physicians to help get the right diagnosis, and offers guidance navigating the mental health system. Helping employees pay down student debt and save Through partnerships and digital connections, Empower Retirement is offering products and services to help workers secure their best retirement. In 2019, it launched a turnkey student debt solution that employers can provide employees, helping them pay student debt faster and focus on other financial goals. Delivered by CommonBond for BusinessTM, this digital, one-stop student loan benefits platform offers educational tools and financial guidance to help employees understand and manage their unique financial needs while enabling employers to make direct payments to their student loans or retirement savings accounts. 8 Great-West Lifeco Inc. 2019 Annual Report Expanding customer relationships Canada Life is applying technology to deepen relationships with customers at every stage of their careers, whether through e-enrolment, for early onboarding of new members to workplace group benefits plans, to delivering online financial education with smartPATH, to making it even easier for current plan members to maintain the benefits of a group savings plan when changing careers or retiring. For example, NextStep enables members to keep their group retirement investments in place, generally paying lower fees and earning higher interest rates due to group purchasing power. MyLife – Irish Life’s rewarding way to embrace healthier lifestyles MyLife is a health and well-being app aimed at inspiring people to lead healthier, more active lifestyles. It can measure health with a single real-time scientifically calculated Health Score based on body, mind and lifestyle data. A highly personalized artificial intelligence (AI) Health Coach helps keep users engaged and motivated, for great prizes from MyLife rewards store. Irish Life successfully launched MyLife to group and individual customers in Ireland in mid-2019, with 80,000 downloads to date. Leaders in group markets 9.4M Empower Retirement is the second- largest U.S. retirement services provider with $673 billion assets under administration (AUA) for 9.4 million pension plan members. 36,000 Canada Life has over 36,000 employer and association plan customers. It is the organization Canadian businesses turn to more than any other insurer, and it fulfills the financial security and protection needs of over nine million Canadians. 2.9M Canada Life is the largest provider of group insurance in the U.K., providing workplace protection through its policies to over 25,000 employers, covering 2.9 million employees. $1B+ Irish Life Assurance is Ireland’s leading group pension provider, with pension payments of more than €1 billion in the last three years and managing pensions for employees of 8 of the 10 biggest Irish companies (ISEQ) and 6 of the 10 biggest U.S. companies operating in Ireland (S&P500). Great-West Lifeco Inc. 2019 Annual Report 9 ADVICE AND WEALTH SOLUTIONS Our purpose is clear: to meet the diverse and changing needs of our customers and advisors with innovative insurance and wealth solutions. By offering a broad suite of products and services through multiple distribution channels, we provide advice and product solutions to meet the needs of our customers at all phases of their lives. The Retirement Account In the U.K., Canada Life redesigned The Retirement Account, its flagship retirement product. Built on a new IT platform, it enables the business to enter the pension savings and consolidation market, which is a major strategic growth opportunity. Informed by feedback from the market, the new solution gives advisors access to platform-style investment choice with a new quote system and dashboard – all supported by a new fund research centre. New custom-managed account service for advisors Empower Retirement collaborated closely with advisors to design Advisor Managed Accounts (AMA) – a new way for Advisor Asset Group, LLC (AAG) and its partner advisors to deliver customized advisory services to help workers achieve retirement readiness. With AMA, advisor firms can leverage AAG’s cutting-edge technology to offer their own managed account services directly to Empower Retirement recordkeeping clients. 10 Great-West Lifeco Inc. 2019 Annual Report Simplifying insurance applications SimpleProtect, our digital insurance application tool, launched to all advisors for term, critical illness and par insurance. SimpleProtect delivers a fast and easy application process, with a streamlined number of applicant questions and the use of electronic contacts. More than half of all policies processed through SimpleProtect are placed in one day or less, and the app has earned a 90%+ satisfaction rate amongst advisors. FundVisualizer facilitates fund selection for financial advisors Putnam Investments’ FundVisualizer is an award-winning resource that helps advisors navigate over 30,000 mutual funds, ETFs and indexes in the marketplace. In 2019, Putnam unveiled its latest version, designed to further elevate the overall user experience. Among the key enhancements is the introduction of a new voice-enabled intelligent assistant using machine learning and artificial intelligence technology. Digitally enabled customers – from 1 hour to 2 minutes! Working with its banking partners in Ireland, Irish Life launched an app that significantly reduces the time it takes to buy mandatory life insurance for mortgages – from an hour, down to mere minutes. Customer data held by the bank simplifies the process so the customer isn’t asked the same questions twice. The app will continue to roll out across bank branches in 2020. Canada Life expands goals-based investing and harmonizes product shelves Canada Life’s Constellation Managed Portfolios launched to Canadian advisors in 2019 to help their clients build portfolios that directly link their investments to their personal and lifestyle goals. Constellation includes a digital customer portal for real-time investment performance reporting, an auto-rebalance feature and access to Pathways fund families. The organization also harmonized its product shelves, streamlining its segregated fund shelf and simplifying participating and non-par insurance products on one new Canada Life shelf. The sale of Great-West Life and London Life products for new business ceased on December 31, 2019. Great-West Lifeco Inc. 2019 Annual Report 11 INVESTMENT AND ASSET MANAGEMENT Great-West Lifeco has built a diverse array of investments and assets, laying a strong foundation that fuels other strategic areas of focus. With an aggregate of over $1.6 trillion in AUA including $772 billion in assets under management (AUM), we have a proven track record of disciplined investing for our insurance general account and third-party clients, with processes designed to prudently weather market cycles. Continuing this purposeful approach, combined with environmental, social and governance (ESG) considerations, forms our blueprint for ongoing growth and enhanced revenue opportunities. Global real estate platform One strategic area of focus is our global real estate platform, which we are building to service investors’ need for allocation and diversification into alternative assets. Combined, we are managing more than $28 billion in real estate globally as at December 31, 2019, with an additional $1.2 billion in developments underway. Putnam launches new SMAs and multi-asset model portfolios In keeping with its commitment to provide financial advisors with a broad range of investment solutions to meet the changing needs of clients, in 2019, Putnam launched seven equity model-based separately managed accounts (SMAs) and six multi-asset model portfolios. Demand for strategies in the model delivery structure continues to increase as advisors seek products that are fee-efficient and tailored to meet their clients’ individual needs. GLC Asset Management Group’s Tactical Bond (Portico) Launched in 2019, the Tactical Bond fund was built for investors looking for more from their core bond fund. The deep bench strength of GLC’s Portico Investment Management team is leveraged across traditional fixed income assets, illiquid alternatives, and derivatives in foreign and domestic markets to deliver strong returns in changing market conditions and capitalize on market opportunities when present. Putnam Investments delivers strong investment performance Putnam Investments continues to deliver strong investment performance across asset classes. As of December 31, 2019, approximately 82% of Putnam’s fund assets performed above the Lipper median on a three-year basis and 86% performed above median for the five-year period. Additionally, 22 Putnam mutual funds were ranked four or five stars by Morningstar, an industry research and rating company. FundGrade A+ portfolio strategies GLC Asset Management was recognized for its leading portfolio investment strategies at the annual Fundata FundGrade A+® Awards, which acknowledges Canadian funds that maintained an exceptional performance rating in 2019. GLC’s award-winning portfolio strategies include: Canadian Low Volatility Equity (London Capital), U.S. Mid Cap (London Capital), Commercial Mortgage (Portico), Mid Cap Canadian Equity (GWLIM) and the Corporate Bond (Portico). Achieving FundGrade A+ ratings demonstrates the strength of GLC’s fund performances as only 4% of investment fund products available in Canada receive such recognition. 12 Great-West Lifeco Inc. 2019 Annual Report Strong investment performances In the U.K., Canada Life’s Real Estate Finance team originated their largest ever volume of new commercial mortgages, at £765 million by year end, with an additional €56 million secured against property in Eurozone countries. Canada Life’s multi-asset product range grew with two new fund launches, and its Sterling Liquidity Fund was ranked first in its universe, growing to £568 million in December 2019. The company’s Short Duration Corporate Bond Fund celebrated its three-year anniversary on September 30, 2019, finishing the year as the fund with the lowest volatility in the entire IA Sterling Corporate Bond sector, at just 0.44%. Canada Life’s Home Finance team continues to innovate, launching new products to meet funding mandates. Winning approaches to responsible investment Irish Life Investment Managers (ILIM) converted its entire discretionary book of client assets to a ‘responsible investing approach’ which explicitly considers ESG criteria. This move solidifies Irish Life as a leader in the European investment industry. ILIM was also named Property Investment/Fund Manager of the Year at the 2019 KPMG Irish Independent Property Industry Excellence Awards, and Investment Manager of the Year at the 2019 Irish Pension Awards. Setanta Asset Management won Equities Manager of the Year for the second year running. A boutique investment manager based in Dublin, Ireland, Setanta has developed a strong investment performance track record over 20 years specializing in global and international equity strategies. Setanta has expanded its institutional client base in recent years by entering the U.S. market, with continued institutional growth in Canada. Assets under Management across our regions $183B Canada $246B Europe $343B U.S. Great-West Lifeco Inc. 2019 Annual Report 13 SUSTAINABILITY AND COMMUNITY HIGHLIGHTS Great-West Lifeco is committed to incorporating environmental, social and governance (ESG) into our investment, business and community initiatives. From charitable giving and volunteering to making socially and environmentally responsible choices at work, our goal is to make a positive impact where we live and work. Keeping teens moving one step at a time The Irish Life Health Schools’ Fitness Challenge is a national health research initiative designed to assess and improve fitness levels among secondary students in Ireland. Participants increased their fitness levels on average by 10%, simply by taking small steps throughout the six-week program. Over 200,000 students have participated since its inception, making it the largest national multi-year surveillance study on the fitness of secondary school children in Ireland, and the third largest study of its kind in the world. Canada Life goes the distance with marathon sponsorships Canada Life supports some of the largest running events in Germany, including the acclaimed RheinEnergie Marathon in Cologne. The company has enjoyed strong and enthusiastic participation for the marathon from its employees and business partners since 2013. In 2019, 48 Canada Life employees and 30 business partners ran together in the Cologne marathon in support of the KinderHerz foundation, which supports children in Germany with heart conditions. 14 Great-West Lifeco Inc. 2019 Annual Report Balanced Approach Great-West Lifeco is committed to respecting the environment and taking a balanced, sustainable approach to everything we do. Proud signatories to the United Nations- supported Principles for Responsible Investing Sustainable investment in action In 2019, our general account had over $2 billion in renewable energy investments in Canada, the U.S. and Europe, and we continue to explore new opportunities to expand these portfolios. Our asset management affiliates continue to expand their ESG investment products, managing over $17 billion in funds with ESG- related strategies. Global Real Estate Sustainability Benchmark The 2019 Global Real Estate Sustainability Benchmark (GRESB) awarded ‘Green Star’ ratings to all four of Great-West Lifeco’s real estate asset management subsidiaries’ submissions. These included submissions from Canada Life’s Property ACS in the U.K., Irish Life Investment Managers (ILIM) Irish Property Fund, and two submissions from GWL Realty Advisors Inc. (GWLRA), one on behalf of its Canadian managed portfolio and one on behalf of the GWL Canadian Real Estate Investment Fund No. 1 (CREIF). Carbon Disclosure Project ranking Great-West Lifeco earned an A- rating on CDP’s 2019 Climate Change Questionnaire for the company’s management of carbon, climate-change risks and low- carbon opportunities. With this rating, Great-West Lifeco is ranked first among all Canadian insurance companies, and among the top Canadian companies. Great-West Lifeco’s newly established Sustainable Investments Council supports its growing responsible investment activities and reporting processes. The purpose of the council, which is chaired by the Global Chief Investment Officer, is to harmonize responsible investment policies and practices across the companies and affiliates and to share best practices in responsible investing. Irish Life Investment Managers (since 2010) Putnam Investments (since 2011) PanAgora Asset Management (since 2011) GLC Asset Management (since 2016) Celebrating the Legacy of James W. Burns The Board, management and employees of Great-West Lifeco were deeply saddened to learn of the passing of the late James William Burns early in 2019. The company was fortunate to have “Jim” at the helm, as former president and CEO of Great-West Life and President of Power Financial. He was also dedicated to his community and to making a positive impact on the well-being of Canadians from coast to coast to coast. To celebrate his life and accomplishments, Canada Life is proudly carrying on his legacy through significant donations to CancerCare Manitoba, the Manitoba Museum and the University of Manitoba, through the Jim Burns Leadership Institute, totalling more than $1 million. Great-West Lifeco Inc. 2019 Annual Report 15 Management’s Discussion and Analysis This Management’s Discussion and Analysis (MD&A) presents management’s view of the financial condition, financial performance and cash flows of Great-West Lifeco Inc. (Lifeco or the Company) for the three and twelve months ended December 31, 2019 and includes a comparison to the corresponding periods in 2018, to the three months ended September 30, 2019, and to the Company’s financial condition as at December 31, 2018. This MD&A provides an overall discussion, followed by analysis of the performance of Lifeco’s three major reportable segments: Canada, United States (U.S.) and Europe. Businesses of Lifeco Lifeco has operations in Canada, the United States and Europe through The Canada Life Assurance Company (Canada Life), Great-West Life & Annuity Insurance Company (GWL&A), Putnam Investments, LLC (Putnam) and Irish Life Group Limited (Irish Life). On April 3, 2019, Lifeco announced that its three Canadian life insurance companies, The Great-West Life Assurance Company (Great-West Life), London Life Insurance Company (London Life) and Canada Life, were moving to one brand in Canada: Canada Life. Canada Life became the brand under which the organization creates, delivers and communicates products and services in Canada across all of its lines of business. On January 1, 2020, Great-West Life, London Life, Canada Life and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc. amalgamated into a single life insurance company, The Canada Life Assurance Company. In Canada, Canada Life offers a broad portfolio of financial and benefit plan solutions for individuals, families, businesses and organizations through two primary business units: Individual Customer and Group Customer. Through the Individual Customer business unit, the Company provides life, disability and critical illness insurance products as well as wealth savings and income products and services to individual customers. Through the Group Customer business unit, the Company provides life, accidental death and dismemberment, critical illness, disability, health and dental protection, creditor insurance as well as retirement savings and annuity products and other specialty products to group customers in Canada. The products are distributed through a multi-channel network of brokers, advisors, managing general agencies and financial institutions including Freedom 55 FinancialTM and Wealth and Insurance Solutions Enterprise. In the U.S., Empower Retirement is a leading provider of employer- sponsored retirement savings plans in the public/non-profit and corporate sectors that offers employer-sponsored defined contribution plans, administrative and recordkeeping services, individual retirement accounts, fund management, as well as investment and advisory services. Its products and services are marketed nationwide through its sales force, brokers, consultants, advisors, third-party administrators and financial institutions. Putnam provides investment management, certain administrative functions and distribution services through a broad range of investment products, including the Putnam Funds, its own family of mutual funds, which are offered to individual and institutional investors. The Europe segment comprises two distinct business units: Insurance & Annuities, which offers protection and wealth management products, including payout annuity products, through subsidiaries of Canada Life in the United Kingdom (U.K.), the Isle of Man and Germany as well as through Irish Life in Ireland; and Reinsurance, which operates primarily in the U.S., Barbados and Ireland. Reinsurance products are provided through Canada Life, London Life and their subsidiaries. Lifeco currently has no other material holdings and carries on no business or activities unrelated to its holdings in Great-West Life, London Life, Canada Life, GWL&A, Putnam, Irish Life and their subsidiaries. However, Lifeco is not restricted to investing in those companies and may make other investments in the future. Basis of Presentation and summary of accounting PoLicies The consolidated financial statements of Lifeco, which are the basis for data presented in this report, have been prepared in accordance with International Financial Reporting Standards (IFRS) unless otherwise noted and are presented in millions of Canadian dollars unless otherwise indicated. This MD&A should be read in conjunction with the Company’s consolidated financial statements for the period ended December 31, 2019. cautionary note regarding forward-Looking information This MD&A may contain forward-looking information. Forward-looking information includes statements that are predictive in nature, depend upon or refer to future events or conditions, or include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “estimates” and other similar expressions or negative versions thereof. These statements include, without limitation, statements about the Company’s operations, business, financial condition, expected financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by the Company, including statements made with respect to the expected benefits of acquisitions and divestitures, expected capital management activities and use of capital, expected cost reductions and savings and the impact of regulatory developments on the Company’s business strategy and growth objectives. Forward-looking statements are based on expectations, forecasts, estimates, predictions, projections and conclusions about future events that were current at the time of the statements and are inherently subject to, among other things, risks, uncertainties and assumptions about the Company, economic factors and the financial services industry generally, including the insurance and mutual fund industries. They are not guarantees of future performance, and the reader is cautioned that actual events and results could differ materially from those expressed or implied by forward-looking statements. Material factors and assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company’s operations will continue substantially in their current state, including, without limitation, with respect to customer behaviour, the Company’s reputation, market prices for products provided, sales levels, premium income, fee income, expense levels, mortality experience, morbidity experience, policy lapse rates, reinsurance arrangements, liquidity requirements, capital requirements, credit ratings, taxes, inflation, interest and foreign exchange rates, investment values, hedging activities, global equity and capital markets, business competition and other general economic, political and market factors in North America and internationally. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance that they will prove to be correct. Other important factors and assumptions that could cause actual results to differ materially from those contained in forward-looking statements include customer responses to new products, impairments of goodwill and other intangible assets, the Company’s ability to execute strategic plans and changes to strategic plans, technological changes, breaches or failure of information systems and security (including cyber attacks), payments required under investment products, changes in local and international laws and regulations, changes in accounting policies and the effect of applying future accounting policy changes, unexpected judicial or regulatory proceedings, catastrophic events, continuity and availability of personnel and third party service providers, the Company’s ability to complete strategic transactions and integrate acquisitions and unplanned material changes to the Company’s facilities, customer and employee relations or credit arrangements. The reader is cautioned that the foregoing list of assumptions and factors is not exhaustive, and there may be other factors listed in other filings with securities regulators, including factors set out in this MD&A under “Risk Management and Control Practices” and “Summary of Critical Accounting Estimates”, which, along with other filings, is available for review at www.sedar.com. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not to place undue reliance on forward-looking information. Other than as specifically required by applicable law, the Company does not intend to update any forward-looking information whether as a result of new information, future events or otherwise. cautionary note regarding non-ifrs financiaL measures This MD&A contains some non-IFRS financial measures. Terms by which non-IFRS financial measures are identified include, but are not limited to, “adjusted net earnings”, “return on common shareholder’s equity”, “adjusted return on common shareholder’s equity”, “core net earnings”, “constant currency basis”, “impact of currency movement”, “premiums and deposits”, “sales”, “assets under management” and “assets under administration”. Non-IFRS financial measures are used to provide management and investors with additional measures of performance to help assess results where no comparable IFRS measure exists. However, non-IFRS financial measures do not have standard meanings prescribed by IFRS and are not directly comparable to similar measures used by other companies. Refer to the “Non-IFRS Financial Measures” section in this MD&A for the appropriate reconciliations of these non-IFRS financial measures to measures prescribed by IFRS as well as additional details on each measure. 16 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis C o n s o l i d at e d o p e r at i n g r e s u lt s Selected consolidated financial information (in Canadian $ millions, except for per share amounts) Earnings Net earnings – common shareholders Adjustments (1) (4) Adjusted net earnings – common shareholders (1) (4) Per common share Basic earnings Adjusted basic earnings (1) (4) Dividends paid Book value Return on common shareholders’ equity (2) Adjusted return on common shareholders’ equity (1) (2) (4) As at or for the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 513 227 740 0.552 0.797 0.413 21.53 11.7% 13.8% $ 730 – 730 0.786 0.786 0.413 21.02 12.4% 13.4% $ 710 – 710 0.719 0.719 0.389 22.08 14.0% 14.3% $ 2,359 426 2,785 2.494 2.944 1.652 $ 2,961 56 3,017 2.996 3.052 1.556 Total premiums and deposits (1) Fee and other income Net policyholder benefits, dividends and experience refunds $ 39,096 1,515 10,003 $ 36,417 1,496 8,468 $ 37,583 1,420 8,496 $ 150,638 7,081 36,415 $ 139,262 5,819 31,566 Total assets per financial statements Proprietary mutual funds and institutional assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) Total equity $ 451,167 320,548 771,715 857,966 $ 446,626 308,425 $ 427,689 281,664 755,051 841,700 709,353 689,520 $ 1,629,681 $ 1,596,751 $ 1,398,873 $ 25,543 $ 25,157 $ 27,398 The Great-West Life Assurance Company consolidated Life Insurance Capital Adequacy Test Ratio (3) 135% 139% 140% (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) Refer to the “Return on Equity” section of this document for additional details. (3) The Life Insurance Capital Adequacy Test (LICAT) ratio is based on the consolidated results of The Great-West Life Assurance Company, Lifeco’s major Canadian operating subsidiary. Refer to the “Capital Management and Adequacy” section for additional details. (4) In 2018, adjustments were $56 million of restructuring costs relating to the Company’s U.K. operations. The following adjustments were made for the twelve months ended December 31, 2019: 2019 Adjustments Q2 Net charge on sale, via reinsurance, of a U.S. business Q4 Revaluation of a deferred tax asset Q4 Restructuring costs Q4 Net gain on Scottish Friendly transaction Total Q4 2019 Adjustments Total 2019 Adjustments Segment United States Europe Total EPS Impact Annual Financial Statement Note Reference $ $ 199 199 36 – 235 434 $ $ – – – (8) (8) (8) $ $ 199 199 36 (8) 227 426 $ 0.212 Note 3 Note 27 Note 5 Note 4 0.215 0.039 (0.009) 0.245 0.450 $ Great-West Lifeco Inc. 2019 Annual Report 17 Management’s Discussion and Analysis Lifeco 2019 HigHLigHts Financial Performance • The Company maintained its strong capital position as evidenced by a Life Insurance Capital Adequacy Test (LICAT) ratio at December 31, 2019 of 135% for Great-West Life, Lifeco’s major Canadian operating subsidiary, which exceeded the Office of the Superintendent of Financial Institutions’ (OSFI) Supervisory Target Total Ratio of 100%, and Supervisory Minimum Total Ratio of 90%. • For the twelve months ended December 31, 2019, net earnings attributable to common shareholders (net earnings) were $2,359 million, compared to $2,961 million for the previous year. In 2019, Lifeco’s net earnings include a net charge of $199 million relating to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business to Protective Life Insurance Company (Protective Life), the impact of the revaluation of a deferred tax asset of $199 million and restructuring costs of $36 million, both related to Putnam, and a gain of $8 million related to the completion of the sale of a heritage block of policies to Scottish Friendly. In 2018, net earnings were impacted by restructuring costs of $56 million related to the Company’s U.K. operations. • Excluding these items, 2019 adjusted net earnings of $2,785 million were down $232 million or 8% compared to 2018 adjusted net earnings of $3,017 million, reflecting growth in the Europe and U.S. segments offset by lower earnings in the Canada segment. On a per share basis, this represents $2.944 per common share compared to $3.052 per common share a year ago, a decrease of 4%. • In the first half of 2019, the Company completed the sale of the U.S. individual life business. As a result, the U.S. individual life business contributed $63 million in 2019 to Lifeco’s adjusted net earnings for the twelve months ended December 31, 2019 down from $157 million in 2018 which included a full year of earnings. Recognizing capital capacity arising from this sale and in order to manage earnings dilution, the Company completed a substantial issuer bid, purchasing and subsequently canceling 59,700,974 common shares for an aggregate purchase price of $2 billion in the second quarter of 2019. While the U.S. transaction reduced net earnings in the second half of 2019, the substantial issuer bid reduced the number of shares outstanding and contributed to growth in adjusted earnings per share. • In 2019, Lifeco’s quarterly common share dividend increased 6% to $0.413 per share. • The Company’s financial leverage ratio at December 31, 2019 was 27.6%, comparable to the prior year, providing financial flexibility to invest in organic growth and acquisition strategies. 18 Great-West Lifeco Inc. 2019 Annual Report Strategic Highlights • In Canada, the Company announced its three Canadian life insurance companies, The Great-West Life Assurance Company, London Life Insurance Company and The Canada Life Assurance Company, were moving to one brand in Canada: Canada Life. Following the required approvals, the Company also proceeded with the amalgamation of Great-West Life, London Life and Canada Life, and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., into a single life insurance company, The Canada Life Assurance Company. This amalgamation was effective January 1, 2020 and will create operating efficiencies and simplify the Company’s capital structure to allow for more efficient use of capital. • Effective June 1, 2019, the Company completed the sale, via indemnity reinsurance, of substantially all of its U.S. individual life insurance and annuity business to Protective Life who now assumes the economics and risks associated with the reinsured business. The transaction resulted in an after-tax transaction value of approximately $1.6 billion (US$1.2 billion), excluding one-time expenses. The transaction value included a ceding commission of $1,080 million (US$806 million) and a capital release of approximately $530 million (US$400 million). The business transferred included bank-owned and corporate- owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. The Company recognized a loss related to this transaction of $199 million (US$148 million). The liabilities transferred and ceding commission received at the closing of this transaction are subject to future adjustments and are currently under review. GWL&A has retained a block of life insurance, predominately participating policies, which are now administered by Protective Life, as well as a closed retrocession block of life insurance. In the U.S. segment, the Company continues to focus on the defined contribution retirement and asset management markets. Empower Retirement participants grew 7% to 9.4 million at December 31, 2019 compared to December 31, 2018. The assets under administration grew 30% over the year to US$673 billion on December 31, 2019. During 2019, Putnam undertook actions to realign its resources to better position itself for current and future opportunities. These actions included technology modernization, product consolidation, a reduction in staff and facilities reorganization and resulted in restructuring charges which reduced net earnings by $36 million (US$28 million). The Company expects to realize US$33 million in pre-tax annual operating expense savings as a result of the restructuring activities by the end of the fourth quarter of 2020. As of December 31, 2019, approximately US$24 million in pre-tax annual operating expense savings have been achieved. • In Europe, the Company continued to expand its business with several tuck-in acquisitions. Subsequent to December 31, 2019, on February 3, 2020, Irish Life Group Limited, a subsidiary of the Company, through its subsidiary Invesco Limited, completed the acquisition of Acumen & Trust DAC, an Irish financial services consultancy firm expanding into the areas of employee benefits consulting and individual financial advice. On October 21, 2019, the Company’s German business completed its acquisition of an interest in Jung DMS & Cie AG (JDC), one of the leading broker pools in Germany expanding the Company’s footprint in the German market. Management’s Discussion and Analysis Effective November 1, 2019, the Company completed the previously announced sale of a heritage block of policies to Scottish Friendly. The Company advanced restructuring initiatives in its U.K. operations, that were announced in the prior year, relating to the integration of Retirement Advantage as well as the sale to Scottish Friendly. On December 18, 2019, the Company received regulatory approval to transfer legal ownership of all insurance policies from Retirement Advantage to Canada Life Limited, a subsidiary of the Company, which will facilitate the achievement of a portion of these expected savings. Subsequent to December 31, 2019, on February 10, 2020, Irish Life announced the sale of Irish Progressive Services International Limited, a wholly owned subsidiary whose principal activity is the provision of outsourced administration services for life assurance companies, to a member of the FNZ group of companies. The proposed transaction will be subject to customary closing conditions including receipt of required regulatory approvals and is expected to be completed in the second half of 2020. The Company expects to recognize a gain related to this transaction. This business did not have a material impact on the Company’s net earnings for the twelve months ended December 31, 2019. The Reinsurance business unit continued to build its presence in the longevity market, signing several new European long-term longevity contracts including a transaction in the fourth quarter of 2019 covering approximately €12 billion of pension liabilities, while simultaneously expanding its structured solutions portfolio and product offering. Outlook for 2020 Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. • Lifeco is continuing to focus on its core strategies: delivering financial security and wellness through the workplace, providing advice-centered wealth management, delivering strong investment and asset management and leveraging risk and capital management expertise. The Company will invest strategically – both organically and through acquisitions – to drive growth and productivity, while maintaining strong risk and expense discipline, to deliver sustainable long-term value to its customers and shareholders. In 2020, the Company will remain focused on future regulatory changes, including preparing for the implementation of accounting changes related to IFRS 17, Insurance Contracts, which is currently proposed to be effective on January 1, 2022. The Company will be investing in updating processes and systems throughout the implementation period. • In Canada, with the move to one brand, Canada Life, the Company will continue to invest in innovative technologies, focus on strategies to enhance growth and its competitive position and identify ways to further streamline its products, marketing, operations and structure as it delivers its products. Specifically, in its Group business, Canada Life will continue to invest in innovative member service tools and coverage solutions, allowing for greater personalization of experience and to support its customers financial security and wellness in the workplace. In its Individual business, Canada Life will continue the roll-out of market-leading solutions and digital tools that improve the client and advisor experience and provide personalized wealth solutions. • In the U.S., focus will continue on the defined contribution retirement market and building awareness for the Empower Retirement brand. Empower Retirement is expected to grow, gain efficiencies and enhance the overall customer experience through continued focus on investment in innovation. At Putnam, the focus will continue to be on driving growth and market share through strong investment performance, service excellence and digital capabilities while optimizing business economics. • In Europe, the Company has taken the necessary steps to prepare for the potential immediate impacts of Brexit. Contingency plans are in place and ongoing market uncertainty is being closely monitored. The Company does not currently anticipate a material impact to its Europe businesses. The Company intends to invest in additional system functionality and digital capacities and will expand the range of products offered in the U.K. in both the group and individual marketplace. In Ireland, deepening and broadening the market leading retail, corporate and investment management businesses, including products to support customers’ financial security and wellness, will continue to be the focus. In Germany, investments will continue to implement technology to drive a better customer offering and processing efficiencies as well as lay the foundation for enhanced future growth capabilities. Through its leading market position, the reinsurance business unit will continue to focus on expanding strategies into other key markets and deploying capital to build on its diversified multi- niche base to grow and continue to meet client needs. net earnings Consolidated net earnings of Lifeco include the net earnings of Great- West Life and its operating subsidiaries, London Life, Canada Life and Irish Life; GWL&A and Putnam; together with Lifeco’s Corporate operating results. Effective January 1, 2020, Great-West Life, London Life, Canada Life and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., amalgamated into a single life insurance company, The Canada Life Assurance Company. Lifeco’s net earnings for the three month period ended December 31, 2019 were $513 million compared to $710 million a year ago and $730 million in the previous quarter. On a per share basis, this represents $0.552 per common share ($0.552 diluted) for the fourth quarter of 2019 compared to $0.719 per common share ($0.719 diluted) a year ago and $0.786 per common share ($0.785 diluted) in the previous quarter. Excluding the impact of the revaluation of a deferred tax asset, restructuring costs and the net gain on the Scottish Friendly transaction, which totalled $227 million, adjusted net earnings for the fourth quarter of 2019 were $740 million or $0.797 per common share. For the twelve months ended December 31, 2019, Lifeco’s net earnings were $2,359 million compared to $2,961 million a year ago. On a per share basis, this represents $2.494 per common share ($2.493 diluted) for 2019 compared to $2.996 per common share ($2.994 diluted) a year ago. Included in Lifeco’s net earnings for the twelve months ended December 31, 2019 were adjustments of $426 million related to items discussed for the in-quarter results as well as a net charge relating to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business to Protective Life. Net earnings in 2018 included restructuring costs of $56 million related to the Company’s U.K. operations. Excluding the impact of these items, adjusted net earnings for the twelve months ended December 31, 2019 were $2,785 million or $2.944 per common share, compared to $3,017 million or $3.052 per common share a year ago. Great-West Lifeco Inc. 2019 Annual Report 19 Management’s Discussion and Analysis Net earnings – common shareholders Canada Individual Customer Group Customer Canada Corporate United States Financial Services (1) Asset Management U.S. Corporate (2) (3) Reinsured Insurance & Annuity Business (1) (3) Europe Insurance & Annuities Reinsurance Europe Corporate (3) Lifeco Corporate Net earnings – common shareholders Adjustments (3) (4) Revaluation of a deferred tax asset Restructuring costs Net gain on Scottish Friendly transaction Net charge on sale, via reinsurance, of a U.S. business Adjusted net earnings – common shareholders (4) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ $ 87 114 (13) 188 100 18 (239) – (121) 334 124 (6) 452 (6) 513 199 36 (8) – 740 $ $ $ $ 85 206 9 300 63 13 1 – 77 306 55 (4) 357 (4) 730 – – – – 171 144 (5) 310 48 (29) – 36 55 271 89 (11) 349 (4) 710 – – – – $ $ 431 632 (12) 685 630 (40) 1,051 1,275 278 33 (236) (136) (61) 1,050 353 (13) 1,390 (21) 240 (61) 52 157 388 1,036 377 (102) 1,311 (13) $ 2,359 $ 2,961 199 36 (8) 199 – 56 – – $ 730 $ 710 $ 2,785 $ 3,017 (1) Reinsured Insurance & Annuity Business reflects business transferred to Protective Life under an indemnity reinsurance agreement effective June 1, 2019. Comparative figures have been adjusted to reflect current presentation. (2) U.S. Corporate net earnings for the second quarter of 2018 included a net positive impact of $60 million arising from refinancing in the U.S. segment completed in the second quarter of 2018. (3) Adjustments to net earnings are included in Corporate business units of the U.S. and Europe segments as well as the Reinsured Insurance & Annuity Business unit. (4) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. The information in the table above is a summary of results for net earnings of the Company. Additional commentary regarding net earnings is included in the “Segmented Operating Results” section. market imPacts Interest Rate Environment Interest rates in countries where the Company operates decreased during 2019. The net change in interest rates did not impact the range of interest rate scenarios tested through the valuation process and had no material impact on net earnings. The net change in interest rates for the quarter and year-to-date did not have a material impact on Great-West Life’s consolidated LICAT ratio. In order to mitigate the Company’s exposure to interest rate fluctuations, the Company follows disciplined processes for matching asset and liability cash flows. As a result, the impact of changes in fair values of bonds backing insurance contract liabilities recorded through profit or loss is mostly offset by a corresponding change in the insurance contract liabilities. The Company also regularly updates pricing for new products to reflect the interest environment. The Company’s sensitivity to interest rate fluctuations is detailed in the “Accounting Policies – Summary of Critical Accounting Estimates” section. Equity Markets In the regions where the Company operates, average equity market levels in the fourth quarter of 2019 were higher compared to the same period in 2018 and ended the quarter at higher market levels compared to September 30, 2019. Comparing the fourth quarter of 2019 to the fourth quarter of 2018, average equity market levels were up by 12% in Canada (as measured by S&P TSX), 15% in the U.S. (as measured by S&P 500), 5% in the U.K. (as measured by FTSE 100) and 15% in broader Europe (as measured by Eurostoxx 50). The major equity indices finished the fourth quarter up 2% in Canada, 9% in the U.S., 2% in the U.K. and 5% in broader Europe, compared to September 30, 2019. Relative to the Company’s expectation, the change in average market levels and market volatility had a negligible impact on net earnings during the fourth quarter of 2019 and a $11 million positive impact year-to-date in 2019 (negative impact of $50 million in the fourth quarter of 2018 and $47 million year-to-date in 2018), related to asset-based fee income and the costs related to guarantees of death, maturity or income benefits within certain wealth management products offered by the Company. 20 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis In addition, the impact on net earnings was positive $5 million in the fourth quarter of 2019 and $46 million year-to-date in 2019 (negative impact of $14 million in the fourth quarter of 2018 and $4 million year-to-date in 2018), primarily related to seed money investments held in the U.S. Asset Management and Canada Corporate business units. The change in equity markets negatively impacted the fourth quarter 2019 net earnings by $9 million and $36 million year-to- date (negative impact of $8 million in the fourth quarter of 2018 and $2 million year-to-date in 2018), primarily as a result of an unfavourable tax related item in the Europe segment in 2019. Included in 2018 was the impact of actuarial assumption changes and annuity reserve strengthening, partly offset by a favourable tax related item in the Europe segment. Foreign Currency Throughout this document a number of terms are used to highlight the impact of foreign exchange on results, such as: “constant currency basis”, “impact of currency movement”, and “effect of currency translation fluctuations”. These measures have been calculated using the average or period end rates, as appropriate, Credit Markets Credit markets impact on common shareholders’ net earnings (after-tax) in effect at the date of the comparative period. This measure provides useful information as it facilitates the comparability of results between periods. The average currency translation rate for the fourth quarter of 2019 was comparable for the U.S. dollar and British pound and decreased for the euro compared to the fourth quarter of 2018. The overall impact of currency movement on the Company’s net earnings for the three month period ended December 31, 2019 was a decrease of $6 million ($26 million year-to-date) compared to translation rates a year ago. From September 30, 2019 to December 31, 2019, the market rate at the end of the reporting period used to translate U.S. dollar assets and liabilities to the Canadian dollar decreased, while the euro and British pound increased. The movements in end-of-period market rates resulted in unrealized foreign exchange gains from the translation of foreign operations, including related hedging activities, of $284 million in-quarter ($475 million net unrealized loss year-to-date) recorded in other comprehensive income. Translation rates for the reporting period and comparative periods are detailed in the “Translation of Foreign Currency” section. Changes in provisions for future credit losses in insurance contract liabilities Impairment (charges) / recoveries Changes in provisions for future credit losses in insurance contract liabilities Total Impairment (charges) / recoveries Total For the three months ended December 31, 2019 For the twelve months ended December 31, 2019 $ $ $ – 5 – 5 $ $ 1 (3) (11) $ 1 2 (11) $ – 6 (20) $ (13) $ (8) $ (14) $ (7) (3) 9 (1) $ $ (7) 3 (11) (15) For the three months ended December 31, 2018 For the twelve months ended December 31, 2018 (2) $ (15) $ (17) $ 3 $ (40) $ (37) Canada United States Europe Total Total In the fourth quarter of 2019, the Company experienced net recoveries on impaired investments, including dispositions, which positively impacted common shareholders’ net earnings by $5 million ($2 million net charge in the fourth quarter of 2018). Changes in credit ratings in the Company’s fixed income portfolio resulted in a net increase in provisions for future credit losses in insurance contract liabilities, which negatively impacted common shareholders’ net earnings by $13 million ($15 million negative impact in the fourth quarter of 2018), primarily due to downgrades of various corporate bond holdings. For the twelve months ended December 31, 2019, the Company experienced net charges on impaired investments, including dispositions, which negatively impacted common shareholders’ net earnings by $14 million ($3 million net recovery in 2018). Net charges on impaired investments reflect net allowances for credit losses included in net investment income and the associated release of actuarial provisions for future credit losses, as applicable. Charges for the twelve months ended December 31, 2019 were primarily driven by impairment charges on mortgage loans as a result of a U.K. retail tenant entering a prepackaged administration, which was followed by a Company Voluntary Arrangement (CVA). Changes in credit ratings in the Company’s fixed income portfolio resulted in a net increase in provisions for future credit losses in insurance contract liabilities, which negatively impacted common shareholders’ net earnings by $1 million year-to-date ($40 million net negative impact in 2018). The $40 million net negative impact for the twelve months ended December 31, 2018 included $16 million related to downgrades to mortgages on certain U.K. retail properties. These credit impacts do not reflect the impact to insurance contract liabilities related to the decline in the expected cash flows relating to the mortgage loans and investment properties where certain U.K. retailers occupying the properties continued to experience financial difficulties as recorded in the results of the second quarter of 2019. The related negative impact to common shareholders’ net earnings was $68 million and is discussed as part of the United Kingdom property related exposures in the “Invested Assets” section. Great-West Lifeco Inc. 2019 Annual Report 21 Management’s Discussion and Analysis actuariaL assumPtion cHanges and management actions During the fourth quarter of 2019, the negative impact of actuarial assumption updates and management actions on adjusted net earnings was $78 million, compared to positive impacts of $83 million for the same quarter last year and positive impacts of $81 million for the previous quarter. In Canada, net earnings were negatively impacted by $82 million, primarily due to updated policyholder behaviour, annuitant mortality and morbidity assumptions. In Europe, adjusted net earnings were negatively impacted by $21 million, primarily due to updated expense and morbidity assumptions, partially offset by updated annuitant mortality assumptions. In the U.S., adjusted net earnings were positively impacted by $25 million, primarily due to the impact of a partial settlement of an employee pension plan and an update to economic assumptions, partially offset by updated life mortality assumptions. For the twelve months ended December 31, 2019, actuarial assumption changes and management actions resulted in a positive adjusted net earnings impact of $170 million, compared to $616 million for the same period in 2018. Including the impact of management actions and actuarial assumption changes relating to the Scottish Friendly transaction and the reinsurance transaction with Protective Life discussed for Q2 2019, management actions and actuarial assumption changes resulted in a positive adjusted net earnings impact of $142 million for 2019. Year-to-date 2019 actuarial assumption changes include the impact of the Canadian Actuarial Standards Board’s revised standards for the valuation of insurance contract liabilities, which were effective October 15, 2019. The revised standards include decreases to ultimate reinvestment rates and revised calibration criteria for stochastic risk-free interest rates and resulted in a negative adjusted net earnings impact of $48 million in the Canada and U.S. segments in the third quarter of 2019. Premiums and dePosits and saLes Premiums and deposits (1) Canada Individual Customer Group Customer United States Financial Services (2) Asset Management Reinsured Insurance & Annuity Business (2) Europe Insurance & Annuities Reinsurance For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 3,110 4,119 7,229 3,150 15,983 347 19,480 7,931 4,456 12,387 $ 2,490 4,563 7,053 3,071 14,360 239 17,670 7,596 4,098 11,694 $ 2,862 3,776 6,638 2,595 17,483 510 20,588 6,485 3,872 10,357 $ $ 10,619 16,727 27,346 11,783 57,299 1,393 70,475 35,374 17,443 52,817 10,461 15,837 26,298 10,375 59,848 2,252 72,475 26,985 13,504 40,489 Total premiums and deposits $ 39,096 $ 36,417 $ 37,583 $ 150,638 $ 139,262 Sales (1) Canada United States Europe – Insurance & Annuities Total sales For the three months ended For the twelve months ended Dec. 31 2019 $ 3,609 31,781 6,566 Sept. 30 2019 $ 3,520 31,245 7,098 Dec. 31 2018 $ 3,447 32,080 5,972 Dec. 31 2019 $ 13,249 163,087 31,976 Dec. 31 2018 $ 13,186 105,948 24,481 $ 41,956 $ 41,863 $ 41,499 $ 208,312 $ 143,615 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) Reinsured Insurance & Annuity Business reflects business transferred to Protective Life under an indemnity reinsurance agreement effective June 1, 2019. For the twelve months ended December 31, 2019, premiums and deposits exclude the initial ceded premium of $13,889 million related to the transfer. Comparative figures have been adjusted to reflect current presentation. The information in the table above is a summary of results for the Company’s total premiums and deposits and sales. Additional commentary regarding premiums and deposits and sales is included in the “Segmented Operating Results” section. 22 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis net investment income Net investment income Investment income earned (net of investment properties expenses) Allowances for credit losses on loans and receivables Net realized gains Regular investment income Investment expenses Regular net investment income Changes in fair value through profit or loss Net investment income Net investment income in the fourth quarter of 2019, which includes changes in fair value through profit or loss, decreased by $1,538 million compared to the same quarter last year. The changes in fair value in the fourth quarter of 2019 were a decrease of $1,766 million compared to $398 million for the fourth quarter of 2018. In the fourth quarter of 2019, the net decrease to fair values was primarily due to an increase in bond yields across all geographies. In the fourth quarter of 2018, the net decrease to fair values was primarily due to a decline in Canadian equity markets, partially offset by a decline in bond yields across all geographies. Regular net investment income in the fourth quarter of 2019 of $1,462 million, which excludes changes in fair value through profit or loss, decreased by $170 million compared to the same quarter last year. The decrease was primarily due to lower interest on bond and mortgage investments relating to U.S. segment assets transferred under the indemnity reinsurance agreement with Protective Life in the second quarter of 2019, partially offset by higher net realized gains primarily driven by early mortgage redemptions. Net realized gains include gains on available-for-sale securities of $24 million for the fourth quarter of 2019 compared to $1 million for the same quarter last year. For the twelve months ended December 31, 2019, net investment income increased by $10,355 million compared to the same period last year. The changes in fair value for the twelve month period in 2019 were an increase of $6,946 million compared to a decrease of $3,606 million during the same period in 2018. The changes in fair value were primarily due to a decrease in bond yields across all geographies and an increase in Canadian equity markets in 2019. In 2018, there was an increase in bond yields across all geographies and a decrease in Canadian equity markets. For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 1,388 (2) 119 1,505 (43) 1,462 (1,766) $ 1,470 – 28 1,498 (46) 1,452 2,102 $ 1,653 – 13 1,666 (34) 1,632 (398) $ 5,965 (50) 412 6,327 (166) 6,161 6,946 $ 6,377 (4) 113 6,486 (128) 6,358 (3,606) $ (304) $ 3,554 $ 1,234 $ 13,107 $ 2,752 Regular net investment income for the twelve months ended December 31, 2019 of $6,161 million decreased by $197 million compared to the same period last year. The decrease was primarily due to lower interest on bond and mortgage investments relating to the transaction with Protective Life discussed for the in-quarter results and higher net allowances for credit losses, partially offset by higher net realized gains. For the twelve months ended December 31, 2019, net allowances for credit losses on loans and receivables of $50 million primarily reflect the impact of an increase to net allowances for mortgage loans, primarily related to a U.K. retail tenant entering a prepackaged administration in the second quarter of 2019. Higher net realized gains for the twelve months ended December 31, 2019 were primarily driven by U.S. segment assets transferred under the transaction with Protective Life in the second quarter of 2019, which were offset by changes in insurance contract liabilities and subsequently ceded to Protective Life as part of the transaction. Net realized gains include gains on available-for-sale securities of $76 million for the twelve months ended December 31, 2019 compared to net realized losses of $4 million for the same period last year. Net investment income in the fourth quarter of 2019 decreased by $3,858 million compared to the previous quarter, primarily due to net decreases in fair values of $1,766 million in the fourth quarter of 2019 compared to net increases in fair values of $2,102 million in the previous quarter. The net change in fair value was primarily due to an increase in bond yields across all geographies during the fourth quarter of 2019 compared to a decrease in bond yields across all geographies in the third quarter of 2019. Great-West Lifeco Inc. 2019 Annual Report 23 net PoLicyHoLder Benefits, dividends and exPerience refunds Net policyholder benefits, dividends and experience refunds For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 Canada United States Europe Total $ 2,514 $ 2,328 $ 2,272 $ 9,684 $ 9,324 4,592 1,172 1,187 17,650 5,052 6,302 4,412 22,319 933 5,207 $ 10,003 $ 8,468 $ 8,496 $ 36,415 $ 31,566 Net policyholder benefits, dividends and experience refunds include life and health claims, policy surrenders, maturities, annuity payments, segregated fund guarantee payments, policyholder dividends and experience refund payments. The amounts do not include benefit payments for ASO contracts, segregated funds or mutual funds. For the three months ended December 31, 2019, net policyholder benefits, dividends and experience refunds were $10.0 billion, an increase of $1.5 billion from the same period in 2018 driven by higher net policyholder benefits. The increase in benefit payments was primarily due to new reinsurance agreements and higher volumes relating to existing business in Europe. For the twelve months ended December 31, 2019, net policyholder benefits, dividends and experience refunds were $36.4 billion, an increase of $4.8 billion from the same period in 2018 driven by higher net policyholder benefits. The increase in benefit payments was primarily due to new reinsurance agreements and higher volumes relating to existing business in Europe, partially offset by higher ceded policyholder benefits in the U.S. as a result of the sale, via indemnity reinsurance, on June 1, 2019 to Protective Life. Compared to the previous quarter, net policyholder benefits, dividends and experience refunds increased by $1.5 billion, primarily due to the same reasons discussed for the in-quarter results. Management’s Discussion and Analysis fee and otHer income In addition to providing traditional risk-based insurance products, the Company also provides certain products on a fee-for-service basis. The most significant of these products are segregated funds and mutual funds, for which the Company earns investment management fees on assets managed and other fees, as well as administrative services only (ASO) contracts, under which the Company provides group benefit plan administration on a cost- plus basis. Fee and other income For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 Canada Segregated funds, mutual funds and other ASO contracts United States Segregated funds, mutual funds and other Life insurance and $ 404 $ 53 396 $ 51 378 $ 1,561 $ 1,540 196 205 50 457 447 428 1,766 1,736 679 665 644 2,687 2,603 annuity reinsurance ceding commission (1) – 679 – 665 – 1,080 – 644 3,767 2,603 Europe Segregated funds, mutual funds and other Total fee and other income 379 384 348 1,548 1,480 $ 1,515 $ 1,496 $ 1,420 $ 7,081 $ 5,819 (1) For the twelve months ended December 31, 2019, fee and other income includes a ceding commission of $1,080 million related to the Protective Life transaction. The information in the table above is a summary of gross fee and other income for the Company. Excluding the ceding commission related to the Protective Life transaction, fee and other income for the twelve months ended December 31, 2019 was $6,001 million. Additional commentary regarding fee and other income is included in the “Segmented Operating Results” section. 24 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis otHer Benefits and exPenses Other benefits and expenses (1) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 Operating and administrative expenses Commissions Premium taxes Financing charges Amortization of finite $ 1,298 $ 1,258 $ 1,311 $ 5,231 $ 5,033 2,474 495 221 2,429 506 285 650 128 71 673 128 70 571 123 70 life intangible assets and impairment reversal Restructuring expenses 60 52 57 – 59 – 224 52 212 67 Total $ 2,259 $ 2,079 $ 2,241 $ 8,727 $ 8,502 (1) For the twelve months ended December 31, 2019, operating and administrative expenses include $120 million related to the Protective Life transaction. Refer to the “Segmented Operating Results – United States” section of this document for additional details. Other benefits and expenses for the fourth quarter of 2019 of $2,259 million increased by $18 million compared to the fourth quarter of 2018, primarily due to restructuring expenses in the U.S. segment. For the twelve months ended December 31, 2019, other benefits and expenses increased by $225 million to $8,727 million compared to the same period last year, primarily due to higher operating and administrative expenses, driven by a net charge on the sale, via indemnity reinsurance, of a U.S. business and higher financing charges. In the second quarter of 2018, financing charges were reduced by a gain of $65 million pre-tax ($51 million post-tax) recognized on the termination of an interest rate hedge as part of a debt refinancing transaction. Other benefits and expenses for the fourth quarter of 2019 increased by $180 million compared to the previous quarter, primarily due to an increase in restructuring expenses discussed for the in-quarter results and higher commissions driven by higher sales in the U.S. segment. income taxes The Company’s effective income tax rate is generally lower than the statutory income tax rate of 27% due to benefits related to non-taxable investment income and lower income tax in foreign jurisdictions. In the fourth quarter of 2019, the Company had an effective income tax rate of 22%, up from 6% in the fourth quarter of 2018. During the fourth quarter of 2019, management determined that a $199 million revaluation of a deferred income tax asset pertaining to one of its subsidiaries was appropriate due to timing uncertainty in projected taxable income available to utilize certain restricted net operating losses generated in the earliest loss years. Also, in the fourth quarter of 2019, the Company resolved an outstanding issue with a foreign tax authority. The net impact of these items was an increase in the effective tax rate for the fourth quarter of 2019 by 15 points. Excluding the impact of these two items, the effective income tax rate for the fourth quarter of 2019 was 7%, comparable to the prior year. The Company had an effective income tax rate of 13% for the twelve months ended December 31, 2019 compared to 11% for the same period last year. Excluding the impact of the revaluation of a deferred tax asset and the tax issue resolution discussed for the in-quarter results, the Company’s effective tax rate was 10% for the twelve months ended December 31, 2019, comparable to the same period last year. In the fourth quarter of 2019, the Company had an effective income tax rate of 22%, up from 6% in the third quarter of 2019. Excluding the impact of the revaluation of a deferred tax asset and the tax issue resolution discussed for the in-quarter results, the Company’s effective income tax rate for the fourth quarter of 2019 was 7%, comparable to the third quarter of 2019. Effective January 1, 2019, the Company applied International Financial Reporting Interpretations Committee (IFRIC) 23, Uncertainty over Income Tax Treatments (IFRIC 23). Refer to the “Accounting Policies – International Financial Reporting Standards” section for further details. Refer to note 27 in the Company’s December 31, 2019 consolidated financial statements for further details. Great-West Lifeco Inc. 2019 Annual Report 25 Management’s Discussion and Analysis C o n s o l i d at e d F i n a n C i a l p o s i t i o n assets Assets under administration Assets Invested assets Goodwill and intangible assets Other assets Investments on account of segregated fund policyholders Total assets Proprietary mutual funds and institutional net assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) Assets Invested assets Assets held for sale Goodwill and intangible assets Other assets Investments on account of segregated fund policyholders Investments on account of segregated fund policyholders held for sale Total assets Proprietary mutual funds and institutional net assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Canada United States Europe Total December 31, 2019 $ 81,179 5,560 3,953 85,612 176,304 6,986 183,290 17,118 $ 32,768 1,990 19,421 31,433 85,612 257,301 342,913 792,110 $ 54,840 2,834 17,600 113,977 189,251 56,261 245,512 48,738 $ 168,787 10,384 40,974 231,022 451,167 320,548 771,715 857,966 $ 200,408 $ 1,135,023 $ 294,250 $ 1,629,681 Canada United States Europe Total December 31, 2018 $ 75,647 – 5,516 3,110 76,633 – 160,906 6,214 167,120 13,615 $ 47,500 – 2,130 4,495 31,816 – 85,941 235,075 321,016 630,881 $ 54,334 897 2,878 18,336 101,078 3,319 180,842 40,375 221,217 45,024 $ 177,481 897 10,524 25,941 209,527 3,319 427,689 281,664 709,353 689,520 $ 180,735 $ 951,897 $ 266,241 $ 1,398,873 Assets held for sale of $0.9 billion and investments on account of segregated fund policyholders held for sale of $3.3 billion at December 31, 2018 relate to the sale of a heritage block of policies to Scottish Friendly, which was completed in the fourth quarter of 2019. Refer to note 4 of the Company’s December 31, 2019 consolidated financial statements for further information on assets classified as held for sale. Total assets under administration at December 31, 2019 increased by $230.8 billion to $1.6 trillion compared to December 31, 2018, primarily due to the impact of market movement and new business growth, partially offset by the impact of currency movement. As a result of the indemnity reinsurance agreement with Protective Life, effective June 1, 2019, the U.S. segment’s invested assets decreased, as $15.5 billion of invested assets were transferred to Protective Life, offset by $1.0 billion of cash received, while other assets increased as a result of the recognition of $15.2 billion of reinsurance assets. The increase of $161.2 billion in the U.S. segment’s other assets under administration includes the impact of large plan sales in the first quarter of 2019. The increase of $3.5 billion in the Canada segment’s other assets under administration includes the acquisition of Guggenheim Real Estate LLC during the first quarter of 2019. 26 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis invested assets The Company manages its general fund assets to support the cash flow, liquidity and profitability requirements of the Company’s insurance and investment products. The Company follows prudent and conservative investment policies, so that assets are not unduly exposed to concentration, credit or market risks. Within the framework of the Company’s policies, the Company implements strategies and reviews and adjusts them on an ongoing basis considering liability cash flows and capital market conditions. The majority of investments of the general fund are in medium-term and long-term fixed-income investments, primarily bonds and mortgages, reflecting the characteristics of the Company’s liabilities. Invested asset distribution Bonds Government & related Corporate & other Sub-total bonds Mortgages Stocks Investment properties Sub-total portfolio investments Cash and cash equivalents Loans to policyholders Total invested assets Bonds Government & related Corporate & other Sub-total bonds Mortgages Stocks Investment properties Sub-total portfolio investments Cash and cash equivalents Loans to policyholders Total invested assets At December 31, 2019, total invested assets were $168.8 billion, a decrease of $8.7 billion from December 31, 2018. The decrease in invested assets was primarily related to $15.5 billion of invested assets transferred, offset by $1.0 billion of cash received, to support the indemnity reinsurance agreement with Protective Life. The decrease was partially offset by the impact of market movement. The distribution of assets has not changed significantly and remains heavily weighted to bonds and mortgages. Bond portfolio quality AAA AA A BBB BB or lower Total Canada United States Europe Total December 31, 2019 $ 22,237 27,797 $ 50,034 14,810 9,675 3,130 77,649 558 2,972 3,698 17,808 21,506 3,996 301 6 25,809 1,445 5,514 $ 21,214 22,274 43,488 5,462 399 2,751 52,100 2,625 115 $ 47,149 67,879 115,028 24,268 10,375 5,887 155,558 4,628 8,601 28% 40 68 14 6 4 92 3 5 $ 81,179 $ 32,768 $ 54,840 $ 168,787 100% Canada United States Europe Total December 31, 2018 $ 21,091 26,174 47,265 14,039 8,724 2,330 72,358 455 2,834 $ 5,291 28,266 33,557 6,440 187 7 40,191 1,330 5,979 $ 22,405 21,635 44,040 4,535 379 2,881 51,835 2,383 116 $ 48,787 76,075 124,862 25,014 9,290 5,218 164,384 4,168 8,929 28% 43 71 14 5 3 93 2 5 $ 75,647 $ 47,500 $ 54,334 $ 177,481 100% Bond portfolio – It is the Company’s policy to acquire primarily investment grade bonds subject to prudent and well-defined investment policies. Modest investments in below investment grade rated securities may occur while not changing the overall discipline and conservative approach to the investment strategy. The total bond portfolio, including short-term investments, was $115.0 billion or 68% of invested assets at December 31, 2019 compared to $124.9 billion or 71% at December 31, 2018. The decrease in the bond portfolio was primarily related to $13.6 billion of assets transferred to support the indemnity reinsurance agreement with Protective Life. The overall quality of the bond portfolio remained high, with 99% of the portfolio rated investment grade and 80% rated A or higher. December 31, 2019 December 31, 2018 $ 22,083 33,272 37,233 21,922 518 $ 115,028 19% 29 32 19 1 $ 23,558 33,793 41,008 25,553 950 19% 27 33 20 1 100% $ 124,862 100% At December 31, 2019, non-investment grade bonds were $0.5 billion or 0.5% of the bond portfolio compared to $1.0 billion or 0.8% of the bond portfolio at December 31, 2018. The decrease in non-investment grade bonds was primarily due to upgrades to investment grade and disposals in the year. Great-West Lifeco Inc. 2019 Annual Report 27 Management’s Discussion and Analysis Mortgage portfolio – It is the Company’s practice to acquire high quality commercial mortgages meeting strict underwriting standards and diversification criteria. The Company has a well- defined risk-rating system, which it uses in its underwriting and credit monitoring processes for commercial loans. Residential loans are originated by the Company’s mortgage specialists in accordance with well-established underwriting standards and are well diversified across each geographic region, including specific diversification requirements for non-insured mortgages. Equity release mortgages are originated in the Europe segment following well-defined lending criteria and held in both the Canada and Europe segments. Equity release mortgages are loans provided to seniors who want to continue living in their homes while accessing some of the underlying equity value in their homes. Loans are typically repaid when the borrower dies or moves into long-term care. Mortgage portfolio December 31, 2019 December 31, 2018 Mortgage loans by type Insured Non-insured Total Single family residential Multi-family residential Equity release Commercial Total $ 572 3,569 – 267 $ 1,497 3,435 1,314 13,614 $ 2,069 7,004 1,314 13,881 9% $ 29 5 57 Total 2,104 7,617 813 14,480 8% 31 3 58 $ 4,408 $ 19,860 $ 24,268 100% $ 25,014 100% The total mortgage portfolio was $24.3 billion or 14% of invested assets at December 31, 2019, compared to $25.0 billion or 14% of invested assets at December 31, 2018. The decrease in the mortgage portfolio was primarily related to $1.8 billion of commercial mortgage assets transferred to support the indemnity reinsurance agreement with Protective Life. Total insured loans were $4.4 billion or 18% of the mortgage portfolio. The equity release mortgages had a weighted average loan-to-value of 26% (23% at December 31, 2018). Commercial mortgages December 31, 2019 December 31, 2018 Canada U.S. Europe Total Canada U.S. Europe Total Retail & shopping centres Office buildings Industrial Other $ 3,668 2,011 1,816 376 $ 480 656 787 275 $ 1,245 1,273 779 515 $ 5,393 3,940 3,382 1,166 $ 3,616 1,795 1,418 394 $ 656 1,043 1,859 448 $ 1,341 614 800 496 $ 5,613 3,452 4,077 1,338 Total $ 7,871 $ 2,198 $ 3,812 $ 13,881 $ 7,223 $ 4,006 $ 3,251 $ 14,480 Single family residential mortgages Region Ontario Quebec Alberta Newfoundland British Columbia Saskatchewan Nova Scotia New Brunswick Manitoba Other Total December 31, 2019 December 31, 2018 $ 1,073 432 118 98 94 90 58 53 48 5 52% 21 6 5 4 4 3 3 2 – $ 1,055 445 126 108 112 90 62 54 47 5 51% 21 6 5 5 4 3 3 2 – $ 2,069 100% $ 2,104 100% During the twelve months ended December 31, 2019, single family mortgage originations, including renewals, were $482 million, of which 28% were insured ($577 million and 25% at December 31, 2018). Insured mortgages include mortgages where insurance is provided by a third party and protects the Company in the event that the borrower is unable to fulfill their mortgage obligations. Loans that are insured are subject to the requirements of the mortgage default insurance provider. For new originations of non-insured residential mortgages, the Company’s investment policies limit the amortization period to a maximum of 25 years and the loan-to-value to a maximum of 80% of the purchase price or current appraised value of the property. The weighted average remaining amortization period for the single family residential mortgage portfolio was 21 years as at December 31, 2019 (21 years at December 31, 2018). Equity portfolio – The total equity portfolio was $16.3 billion or 10% of invested assets at December 31, 2019 compared to $14.5 billion or 8% of invested assets at December 31, 2018. The equity portfolio consists of publicly traded stocks, privately held stocks and investment properties. The increase in publicly traded stocks of $0.9 billion was primarily due to an increase in Canadian equity markets and the increase in privately held stocks of $0.2 billion was primarily due to acquisitions in the Canada segment. The increase in investment properties of $0.7 billion was mainly the result of purchases in the Canada segment. 28 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Equity portfolio Equity portfolio by type Publicly traded stocks Privately held stocks Sub-total Investment properties Total Investment properties December 31, 2019 December 31, 2018 $ 9,766 609 10,375 5,887 60% 4 64 36 $ 8,873 417 9,290 5,218 61% 3 64 36 $ 16,262 100% $ 14,508 100% December 31, 2019 December 31, 2018 Canada U.S. Europe Total Canada U.S. Europe Total Office buildings Industrial Retail Other Total $ $ 1,523 519 215 873 $ 3,130 $ – – – 6 6 $ 664 773 945 369 $ 2,187 1,292 1,160 1,248 $ 1,015 363 210 742 $ $ 2,751 $ 5,887 $ 2,330 $ – – – 7 7 $ 673 783 1,045 380 $ 1,688 1,146 1,255 1,129 $ 2,881 $ 5,218 Impaired investments – Impaired investments include bonds in default, mortgages in default or in the process of foreclosure, investment properties acquired by foreclosure and other assets where management no longer has reasonable assurance that all contractual cash flows will be received. Impaired investments December 31, 2019 December 31, 2018 Gross amount Impairment recovery Impairment provision Carrying amount Gross amount Impairment recovery Impairment provision Carrying amount Fair value through profit or loss $ Available-for-sale Loans and receivables $ 19 16 80 Total $ 115 $ 2 – – 2 $ $ – – (51) (51) $ $ 21 16 29 66 $ $ 164 31 48 243 $ $ 15 1 – 16 $ $ (1) (2) (20) (23) $ $ 178 30 28 236 The gross amount of impaired investments totalled $115 million or 0.1% of invested assets at December 31, 2019 compared to $243 million or 0.1% at December 31, 2018, a net decrease of $128 million. The decrease in impaired investments was primarily due to ratings upgrades and dispositions, partially offset by mortgage loans impaired in 2019 as a result of a U.K. retail tenant entering a prepackaged administration, which was followed by a Company Voluntary Arrangement (CVA). The impairment recovery at December 31, 2019 was $2 million, which reflects the improvement in market values of certain investments from the date at which they became impaired. The impairment provision at December 31, 2019 was $51 million compared to $23 million at December 31, 2018. The increase was primarily due to mortgage provisions related to the U.K. mortgages impaired in 2019. While the fair values have improved on certain impaired assets, these assets remain impaired based on other impairment factors as described in the “Summary of Critical Accounting Estimates” section of this document and in note 2 of the Company’s December 31, 2019 annual consolidated financial statements. Provision for future credit losses As a component of insurance contract liabilities, the total actuarial provision for future credit losses is determined consistent with the Canadian Institute of Actuaries’ Standards of Practice and includes provisions for adverse deviation. At December 31, 2019, the total actuarial provision for future credit losses in insurance contract liabilities was $2,575 million compared to $2,595 million at December 31, 2018, a decrease of $20 million. The decrease was primarily due to the sale, via indemnity reinsurance, of substantially all of GWL&A’s individual life insurance and annuity business in its U.S. segment, basis changes and the impact of impairments on U.K. mortgage loans, partially offset by normal business activity. The aggregate of impairment provisions of $51 million ($23 million at December 31, 2018) and actuarial provisions for future credit losses in insurance contract liabilities of $2,575 million ($2,595 million at December 31, 2018) represents 1.8% of bond and mortgage assets, including funds held by ceding insurers, at December 31, 2019 (1.7% at December 31, 2018). Great-West Lifeco Inc. 2019 Annual Report 29 Management’s Discussion and Analysis United Kingdom Property Related Exposures Holdings of United Kingdom Mortgages and Investment Properties Multi-family residential Retail & shopping centres Office buildings Industrial Equity release December 31, 2019 Mortgages Investment properties Total $ $ 677 – 677 $ 1,563 928 $ 1,264 664 $ 870 773 $ 1,314 – $ 2,491 $ 1,928 $ 1,643 $ 1,314 December 31, 2018 Other Total Total $ $ 535 361 896 $ 6,223 2,726 $ 8,949 $ $ 4,925 2,850 7,775 At December 31, 2019, the Company’s holdings of property related investments in the U.K. were $8.9 billion, or 5.3% of invested assets compared to $7.8 billion at December 31, 2018. The increase from December 31, 2018 was primarily due to originations of commercial and equity release mortgages. Holdings in Central London were $2.8 billion or 1.7% of invested assets compared to $2.3 billion or 1.3% at December 31, 2018, while holdings in other regions of the U.K. were $6.1 billion or 3.6% of invested assets compared to $5.5 billion or 3.1% at December 31, 2018. These holdings were well diversified across property type – Retail (28%), Industrial/Other (28%), Office (21%), Equity release (15%) and Multi-family (8%). Of the Retail sector holdings, 49% relate to warehouse/distribution and other retail, 29% relate to shopping centres and department stores and 22% relate to grocery retail sub-categories. The weighted average loan-to-value ratio of the mortgages was 51% (51% at December 31, 2018) and the weighted average debt-service coverage ratio was 2.7 at December 31, 2019 (2.5 at December 31, 2018). At December 31, 2019, the weighted average mortgage and property lease term exceeded 11 years (11 years at December 31, 2018). In the second quarter of 2019, a number of the Company’s U.K. mortgage loans and investment properties were impacted as certain U.K. retailers occupying the properties continued to experience financial difficulties. For these mortgage loans and investment properties, a decline in the expected cash flows from the properties resulted in an increase in insurance contract liabilities, which negatively impacted common shareholders’ net earnings by $68 million and was primarily related to a U.K. retail tenant that entered a prepackaged administration, which was followed by a CVA during the second quarter of 2019. derivative financiaL instruments There were no major changes to the Company’s policies and procedures with respect to the use of derivative financial instruments in 2019. The Company’s derivative transactions are generally governed by International Swaps and Derivatives Association, Inc. (ISDA) Master Agreements, which provide for legally enforceable set-off and close-out netting of exposure to specific counterparties in the event of an early termination of a transaction, which includes, but is not limited to, events of default and bankruptcy. In the event of an early termination, the Company is permitted to set off receivables from a counterparty against payables to the same counterparty, in the same legal entity, arising out of all included transactions. The Company’s ISDA Master Agreements may include Credit Support Annex provisions, which require both the pledging and accepting of collateral in connection with its derivative transactions. At December 31, 2019, total financial collateral, including initial margin and overcollateralization, received on derivative assets was $156 million ($113 million at December 31, 2018) and pledged on derivative liabilities was $634 million ($691 million 30 Great-West Lifeco Inc. 2019 Annual Report at December 31, 2018). Collateral received on derivative assets increased and collateral pledged on derivative liabilities decreased in 2019, primarily driven by the impact of the Canadian dollar strengthening against the U.S. dollar on cross-currency swaps that pay U.S. and receive Canadian dollars. During the twelve month period ended December 31, 2019, the outstanding notional amount of derivative contracts increased by $2.0 billion to $21.6 billion, primarily due to an increase in forward settling mortgage backed security transactions (“to-be- announced-securities”) and regular hedging activities. The Company’s exposure to derivative counterparty credit risk, which reflects the current fair value of those instruments in a gain position, increased to $451 million at December 31, 2019 from $417 million at December 31, 2018. The increase was primarily driven by the impact of the Canadian dollar strengthening against the U.S. dollar on cross-currency swaps that pay U.S. and receive Canadian dollars. goodwiLL and intangiBLe assets Goodwill and intangible assets Goodwill Indefinite life intangible assets Finite life intangible assets Total December 31 2019 2018 $ 6,505 $ 6,548 2,784 2,704 1,192 1,175 $ 10,384 $ 10,524 The Company’s goodwill and intangible assets relate primarily to its acquisitions of London Life, Canada Life, Putnam and Irish Life. Goodwill and intangible assets of $10.4 billion at December 31, 2019 decreased by $140 million compared to December 31, 2018. Goodwill decreased by $43 million and indefinite life intangible assets decreased by $80 million primarily due to impairments and the impact of currency movement. During the second quarter of 2019, goodwill of $19 million was impaired as a result of the sale, via indemnity reinsurance, of the individual life insurance and annuity business to Protective Life. Finite life intangible assets decreased by $17 million primarily due to the impact of currency movement. IFRS principles require the Company to assess at the end of each reporting period whether there is any indication that an asset may be impaired and to perform an impairment test on goodwill and indefinite life intangible assets at least annually or more frequently if events indicate that impairment may have occurred. Intangible assets that were previously impaired are reviewed at each reporting date for evidence of reversal. Finite life intangible assets are reviewed annually to determine if there are indications of impairment and assess whether the amortization periods and methods are appropriate. In the fourth quarter of 2019, the Company conducted its annual impairment testing of goodwill Management’s Discussion and Analysis and intangible assets based on September 30, 2019 asset balances. It was determined that the recoverable amounts of cash generating unit groupings were in excess of their carrying values and there was no evidence of impairment. Recoverable amount is based on fair value less cost of disposal. Refer to note 11 in the Company’s December 31, 2019 consolidated financial statements for further details of the Company’s goodwill and intangible assets. Also, refer to the “Summary of Critical Accounting Estimates” section of this document for details on impairment testing of these assets. Investments on account of segregated fund policyholders, which are measured at fair value, increased by $21.5 billion to $231.0 billion at December 31, 2019 compared to December 31, 2018. The increase was primarily due to the combined impact of market value gains and investment income of $27.3 billion, partially offset by the impact of currency movement of $6.5 billion. ProPrietary mutuaL funds Proprietary mutual funds and institutional assets(1) December 31 2019 2018 $ 23,945 $ 23,489 15,642 19,405 22,003 24,732 46,227 53,613 185 187 18,463 22,362 $ 144,244 $ 126,009 $ 108,229 $ 94,494 52,586 59,112 8,575 8,963 $ 176,304 $ 155,655 $ 320,548 $ 281,664 otHer generaL fund assets Other general fund assets Reinsurance assets Funds held by ceding insurers Premiums in course of collection, accounts and interest receivable Other assets Owner occupied properties Deferred tax assets Fixed assets Derivative financial instruments Current income taxes December 31 2019 2018 $ 20,707 $ 6,126 9,251 8,714 5,881 3,110 727 693 455 451 236 5,202 2,567 731 981 448 417 218 Mutual funds (1) Blend equity Growth equity Equity value Fixed-income Money market Empower Funds (2) Sub-total Institutional assets (1) Equity Fixed-income Other Sub-total Total $ 40,974 $ 25,941 Total other general fund assets at December 31, 2019 were $41.0 billion, an increase of $15.0 billion from December 31, 2018. The increase was primarily due to an increase of $14.6 billion in reinsurance assets, primarily due to $15.2 billion of reinsurance assets received as a result of the sale, via indemnity reinsurance, to Protective Life and an increase of $0.7 billion in premiums in course of collection, accounts and interest receivable. The increase was partially offset by a decrease of $0.5 billion in funds held by ceding insurers and a decrease of $0.3 billion in deferred tax assets mainly due to the revaluation of a deferred tax asset in the U.S. segment. Other assets comprise several items including prepaid expenses and accounts receivable. Refer to note 13 in the Company’s December 31, 2019 consolidated financial statements for a breakdown of other assets. investments on Account of Segregated Fund PoLicyHoLders Segregated funds Stock and units in unit trusts Mutual funds Bonds Investment properties Cash and other Mortgage loans Sub-total Non-controlling mutual funds interest Total December 31 2019 2018 $ 104,330 $ 89,853 50,956 55,779 42,142 44,973 12,319 12,986 10,647 9,137 2,746 2,670 $ 229,875 $ 208,663 864 1,147 $ 231,022 $ 209,527 Total proprietary mutual funds and institutional assets (1) (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) At December 31, 2019, Empower funds exclude $17.9 billion of Putnam managed funds ($14.4 billion at December 31, 2018), which are included in the categories above. At December 31, 2019, total proprietary mutual funds and institutional assets include $257.3 billion at Putnam and GWL&A, $50.5 billion at Irish Life and $6.8 billion at Quadrus Investment Services Ltd (Quadrus). Proprietary mutual funds and institutional assets under management increased by $38.9 billion, primarily due to the impact of market movement and the impact of currency movement. LiaBiLities Total liabilities Insurance and investment contract liabilities Liabilities held for sale Other general fund liabilities Investment and insurance contracts on account of segregated fund policyholders Investment and insurance contracts on account of segregated fund policyholders held for sale Total December 31 2019 2018 $ 176,177 $ 168,431 897 – 18,117 18,425 231,022 209,527 – 3,319 $ 425,624 $ 400,291 Total liabilities increased by $25.3 billion to $425.6 billion at December 31, 2019 from December 31, 2018. Great-West Lifeco Inc. 2019 Annual Report 31 Management’s Discussion and Analysis Insurance and investment contract liabilities increased by $7.7 billion, primarily due to fair value adjustments and the impact of new business, partially offset by the weakening of the euro, British pound, and U.S. dollar against the Canadian dollar. Investment and insurance contracts on account of segregated fund policyholders increased by $21.5 billion, primarily due to the combined impact of market value gains and investment income of $27.3 billion, partially offset by the impact of currency movement of $6.5 billion. Liabilities held for sale of $0.9 billion and investment and insurance contracts on account of segregated fund policyholders held for sale of $3.3 billion at December 31, 2018 relate to the sale of a heritage block of policies to Scottish Friendly, which was completed in the fourth quarter of 2019. Refer to note 4 of the Company’s December 31, 2019 consolidated financial statements for further information on assets classified as held for sale. Insurance and investment contract liabilities represent the amounts that, together with estimated future premiums and investment income, will be sufficient to pay estimated future benefits, dividends and expenses on policies in-force. Insurance and investment contract liabilities are determined using generally accepted actuarial practices, according to standards established by the Canadian Institute of Actuaries. Also, refer to the “Summary of Critical Accounting Estimates” section of this document for further details. Assets supporting insurance and investment contract liabilities December 31, 2019 Bonds Mortgage loans Stocks Investment properties Other assets (1) Total assets Participating Account $ 25,328 10,301 6,205 2,484 10,301 Non-Participating Canada United States Europe Total $ 20,270 4,111 2,237 407 5,643 $ 14,311 2,678 – – 15,371 $ 35,546 5,442 299 2,672 12,571 $ 95,455 22,532 8,741 5,563 43,886 $ 54,619 $ 32,668 $ 32,360 $ 56,530 $ 176,177 Total insurance and investment contract liabilities $ 54,619 $ 32,668 $ 32,360 $ 56,530 $ 176,177 December 31, 2018 Bonds Mortgage loans Stocks Investment properties Other assets (1) Total assets $ 23,892 9,918 5,465 1,926 9,726 $ 19,204 3,845 1,916 196 5,013 $ 25,324 4,993 – – 725 $ 35,174 4,511 191 2,795 13,617 $ 103,594 23,267 7,572 4,917 29,081 $ 50,927 $ 30,174 $ 31,042 $ 56,288 $ 168,431 Total insurance and investment contract liabilities $ 50,927 $ 30,174 $ 31,042 $ 56,288 $ 168,431 (1) Other assets include reinsurance assets, premiums in the course of collection, interest due and accrued, other investment receivables, deferred acquisition costs, accounts receivable, current income taxes and prepaid expenses. Reinsurance assets include assets recognized as a result of the indemnity reinsurance agreement with Protective Life. Asset and liability cash flows are matched within established limits to minimize the financial effects of a shift in interest rates and mitigate the changes in the Company’s financial position due to interest rate volatility. otHer generaL fund LiaBiLities Other general fund liabilities Debentures and other debt instruments Other liabilities Accounts payable Derivative financial instruments Funds held under reinsurance contracts Deferred tax liabilities Current income taxes Total 32 Great-West Lifeco Inc. 2019 Annual Report December 31 2019 2018 $ 5,993 $ 6,459 3,855 3,262 1,562 1,367 1,210 402 4,689 3,352 1,381 1,433 1,116 461 $ 18,425 $ 18,117 Total other general fund liabilities at December 31, 2019 were $18.4 billion, an increase of $0.3 billion from December 31, 2018, primarily due to an increase of $0.8 billion in other liabilities related to the recognition of $0.5 billion of lease liabilities related to the adoption of IFRS 16, Leases, effective January 1, 2019. The increase was partially offset by a decrease in debentures and other debt instruments driven by net redemptions and the impact of currency movement. Other liabilities of $4.7 billion include pension and other post- employment benefits, lease liabilities, deferred income reserve, bank overdraft and other liability balances. Refer to note 18 in the Company’s December 31, 2019 consolidated financial statements for a breakdown of the other liabilities balance and note 16 in the Company’s December 31, 2019 consolidated financial statements for details of the debentures and other debt instruments. Management’s Discussion and Analysis Segregated Fund and Variable Annuity Guarantees The Company offers retail segregated fund products, unitized with profits (UWP) products and variable annuity products that provide for certain guarantees that are tied to the market values of the investment funds. The Company utilizes internal reinsurance treaties to aggregate the business as a risk-mitigating tool. Aggregation enables the Company to benefit from diversification of segregated fund risks within one legal entity, a more efficient and cost effective hedging process, and better management of the liquidity risk associated with hedging. It also results in the Company holding lower required capital and insurance contract liabilities, as aggregation of different risk profiles allows the Company to reflect offsets at a consolidated level. In Canada, the Company offers individual segregated fund products through Great-West Life, London Life and Canada Life. These products provide guaranteed minimum death benefits (GMDB) and guaranteed minimum accumulation on maturity benefits (GMAB). In 2009, Great-West Life, London Life and Canada Life launched individual segregated fund products, which offer three levels of death and maturity guarantees, guarantee reset riders and lifetime guaranteed minimum withdrawal benefits (GMWB). Effective January 1, 2020, following the amalgamation of Great-West Life, London Life and Canada Life, the products are offered under the Canada Life brand. For a certain generation of products, the guarantees in connection with the Canadian individual segregated fund businesses of Great- West Life, London Life and Canada Life have been reinsured to London Reinsurance Group Inc. (LRG), a subsidiary of London Life. This does not include the guarantees on newer Canadian products, which have been reinsured to London Life. In addition to the guarantees reinsured from Great-West Life, London Life and Canada Life, LRG also has a closed portfolio of, GMAB and guaranteed minimum income benefits (GMIB) that it has reinsured from other U.S. and Canadian life insurance and reinsurance companies. In Europe, the Company offers UWP products through Canada Life and unit-linked products with investment guarantees through Irish Life. These products are similar to segregated fund products but include pooling of policyholders’ funds and minimum credited interest rates. The Company also offers a GMWB product in Germany through Canada Life. In the U.S., the Company offers group variable annuities with GMDB and GMWB through GWL&A. For the standalone GMDB business, most are a return of premium on death with the guarantee expiring at age 70. The GMWB products offered by the Company in Canada, the Segregated fund and variable annuity guarantee exposure Canada United States Europe Insurance & Annuities Reinsurance (2) Total Europe Total U.S. and Germany, and previously offered in Ireland, provide the policyholder with a guaranteed minimum level of annual income for life. The minimum level of income may increase depending upon the level of growth in the market value of the policyholder’s funds. Where the market value of the policyholder’s funds is ultimately insufficient to meet the level of guarantee purchased by the policyholder, the Company is obligated to make up the shortfall. These products involve cash flows of which the magnitude and timing are uncertain and are dependent on the level of equity and fixed-income market returns, interest rates, currency markets, market volatility, policyholder behaviour and policyholder longevity. The Company has a hedging program in place to manage certain risks associated with options embedded in its GMWB products. The program methodology quantifies both the embedded option value and its sensitivity to movements in equity markets, currency markets and interest rates. Equity derivative instruments, currency derivative instruments and interest rate derivative instruments are used to mitigate changes in the embedded option value attributable to movements in equity markets, currency markets and interest rates respectively. The hedging program, by its nature, requires continuous monitoring and rebalancing to avoid over or under hedged positions. Periods of heightened market volatility will increase the frequency of hedge rebalancing. By their nature, certain risks associated with the GMWB product either cannot be hedged or cannot be hedged on a cost effective basis. These risks include policyholder behaviour, policyholder longevity and basis risk and market volatility. Consequently, the hedging program will not mitigate all risks to the Company associated with the GMWB products and may expose the Company to additional risks including the operational risk associated with the reliance upon sophisticated models, and counterparty credit risk associated with the use of derivative instruments. in place aimed at Other risk management processes are appropriately limiting the Company’s exposure to the risks it is not hedging or are otherwise inherent in its GMWB hedging program. In particular, the GMWB product has been designed with specific regard to limiting policyholder anti-selection, and the array of investment funds available to policyholders has been determined with a view to minimizing underlying basis risk. Certain GMWB products offered by the Company offer levels of death and maturity guarantees. At December 31, 2019, the amount of GMWB product in-force in Canada, the U.S., Ireland and Germany was $3,332 million ($4,169 million at December 31, 2018). The decrease was primarily due to U.S. business related to individual GMWB transferred to Protective Life under an indemnity reinsurance agreement effective June 1, 2019. Market Value Income Maturity Death Total (1) December 31, 2019 Investment deficiency by benefit type $ 32,489 10,395 $ $ – 3 10,045 877 10,922 $ 53,806 $ 3 285 288 291 $ 13 – – – – 35 5 657 – 657 697 $ $ 35 8 657 285 942 985 $ 13 $ (1) A policy can only receive a payout from one of the three trigger events (income election, maturity or death). Total deficiency measures the point-in-time exposure assuming the most costly trigger event for each policy occurred on December 31, 2019. (2) Reinsurance exposure is to markets in Canada and the U.S. Great-West Lifeco Inc. 2019 Annual Report 33 Management’s Discussion and Analysis The investment deficiency measures the point-in-time exposure to a trigger event (i.e., income election, maturity or death) assuming it occurred on December 31, 2019 and does not include the impact of the Company’s hedging program for GMWB products. The actual cost to the Company will depend on the trigger event having occurred and the market values at that time. The actual claims before tax associated with these guarantees were $6 million in- quarter ($2 million for the fourth quarter of 2018) and $21 million year-to-date ($14 million year-to-date for 2018), with the majority arising in the Reinsurance business unit in the Europe segment. liFeCo Capital struCture In establishing the appropriate mix of capital required to support the operations of the Company and its subsidiaries, management utilizes a variety of debt, equity and other hybrid instruments considering both the short and long-term capital needs of the Company. deBentures and otHer deBt instruments At December 31, 2019, debentures and other debt instruments decreased by $466 million to $5,993 million compared to December 31, 2018, primarily due to debt redemptions as well as the impact of currency movement. On December 10, 2019, GWL&A redeemed all $232 million (US$175 million) aggregate principal amount 6.625% deferrable debentures due November 15, 2034 at a redemption price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest up to but excluding the redemption date. A portion of the $1.0 billion cash received from the indemnity reinsurance agreement with Protective Life was used for the redemption. Refer to note 16 in the Company’s December 31, 2019 consolidated financial statements for further details of the Company’s debentures and other debt instruments. caPitaL trust securities At December 31, 2019, the Company had $150 million principal outstanding of Canada Life Capital Trust Securities – Series B (CLiCS – Series B). Included in the Company’s invested assets at December 31, 2019 were CLiCS – Series B with a fair value of $53 million and principal value of $37 million (fair value of $51 million at December 31, 2018). Each holder of the CLiCS – Series B is entitled to receive a semi- annual non-cumulative fixed cash distribution of $37.645 per CLiCS – Series B, representing an annual yield of 7.529% payable out of Canada Life Capital Trust’s (CLCT) distributable funds. Subject to regulatory approval, CLCT may redeem the CLiCS – Series B, in whole or in part, at any time and the CLiCS – Series B are callable at par on June 30, 2032. equity Share capital outstanding at December 31, 2019 was $8,347 million, which comprises $5,633 million of common shares, $2,464 million of fixed rate First Preferred Shares, $213 million of 5-year rate reset First Preferred Shares and $37 million of floating rate First Preferred Shares. Common shares At December 31, 2019, the Company had 927,281,186 common shares outstanding with a stated value of $5,633 million compared to 987,739,408 common shares with a stated value of $7,283 million at December 31, 2018. The Company commenced a normal course issuer bid (NCIB) on February 1, 2019 for one year to purchase and cancel up to 20,000,000 of its common shares at market prices in order to mitigate the dilutive effect of stock options granted under the Company’s Stock Option Plan and for other capital management purposes. During the twelve months ended December 31, 2019, the Company repurchased and subsequently cancelled 2,000,000 common shares (2018 – 2,127,300) under its NCIB at an average cost per share of $32.91 (2018 – $32.25). Subsequent to December 31, 2019, in order to mitigate the dilutive effect of stock options granted under the Company’s Stock Option Plan and for other capital management purposes, the Company announced a new NCIB commencing January 22, 2020 and terminating January 21, 2021 to purchase for cancellation up to but not more than 20,000,000 of its common shares at market prices. On March 4, 2019, the Company announced a substantial issuer bid (the Offer) pursuant to which the Company offered to purchase for cancellation up to $2 billion of its common shares from shareholders for cash. The Offer commenced on March 8, 2019 and expired on April 12, 2019. On April 17, 2019, the Company purchased and subsequently cancelled 59,700,974 common shares under the Offer at a price of $33.50 per share for an aggregate purchase price of $2 billion. The excess paid over the average carrying value under the Offer was $1,628 million and was recognized as a reduction to accumulated surplus. Transaction costs of $3 million were incurred in connection with the Offer and charged to accumulated surplus. 34 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Preferred shares At December 31, 2019, the Company had 11 series of fixed rate First Preferred Shares, one series of 5-year rate reset First Preferred Shares and one series of floating rate First Preferred Shares outstanding with aggregate stated values of $2,464 million, $213 million and $37 million, respectively. The terms and conditions of the outstanding First Preferred Shares are set out in the table below: Series F Series G Series H Great-West Lifeco Inc. Series I Series L Series M Series N (1) General Type Cumulative/Non-Cumulative Date Issued Shares Outstanding Amount Outstanding (Par) Yield Earliest Issuer Redemption Date Fixed Rate Non-cumulative Jul 10, 2003 7,740,032 $193,500,800 5.90% Sep 30, 2008 Fixed Rate Non-cumulative Sep 14, 2004 12,000,000 $300,000,000 5.20% Dec 31, 2009 Fixed Rate Non-cumulative Aug 12, 2005 12,000,000 $300,000,000 4.85% Sep 30, 2010 Fixed Rate Non-cumulative Apr 12, 2006 12,000,000 $300,000,000 4.50% Jun 30, 2011 Fixed Rate Non-cumulative Oct 2, 2009 6,800,000 $170,000,000 5.65% Dec 31, 2014 Fixed Rate Non-cumulative Mar 4, 2010 6,000,000 $150,000,000 5.80% Mar 31, 2015 5-Year Rate Reset Non-cumulative Nov 23, 2010 8,524,422 $213,110,550 2.176% Dec 31, 2020 Series O (2) Series P Series Q Great-West Lifeco Inc. Series R Series S Series T General Type Cumulative/Non-Cumulative Date Issued Shares Outstanding Amount Outstanding (Par) Yield Earliest Issuer Redemption Date Floating Rate Non-cumulative Dec 31, 2015 1,475,578 $36,889,450 Floating Dec 31, 2015 Fixed Rate Non-cumulative Feb 22, 2012 10,000,000 $250,000,000 5.40% March 31, 2017 Fixed Rate Non-cumulative Jul 6, 2012 8,000,000 $200,000,000 5.15% Sep 30, 2017 Fixed Rate Non-cumulative Oct 11, 2012 8,000,000 $200,000,000 4.80% Dec 31, 2017 Fixed Rate Non-cumulative May 22, 2014 8,000,000 $200,000,000 5.25% Jun 30, 2019 Fixed Rate Non-cumulative May 18, 2017 8,000,000 $200,000,000 5.15% Jun 30, 2022 (1) The Series N, Non-Cumulative 5-Year Rate Reset First Preferred Shares carry an annual fixed non-cumulative dividend rate of 2.176% up to but excluding December 31, 2020 and are redeemable at the option of the Company on December 31, 2020 and on December 31 every five years thereafter for $25.00 per share plus all declared and unpaid dividends up to but excluding the date of redemption. Subject to the Company’s right of redemption and certain other restrictions on conversion described in the Series N share conditions, each Series N share is convertible into one Series O share at the option of the holders on December 31, 2020 and on December 31 every five years thereafter. (2) The Series O, Non-Cumulative Floating Rate First Preferred Shares carry a floating non-cumulative dividend rate equal to the relevant Government of Canada Treasury Bill rate plus 1.30% and are redeemable at the option of the Company for $25.50 per share, unless the shares are redeemed on December 31, 2020 or on December 31 in each fifth year thereafter in which case the redemption price will be $25.00 per share, plus in each case all declared and unpaid dividends up to but excluding the date of redemption. Subject to the Company’s right of redemption and certain other restrictions on conversion described in the Series O share conditions, each Series O share is convertible into one Series N share at the option of the holders on December 31, 2020 and on December 31 every five years thereafter. The terms and conditions of the First Preferred Shares do not allow the holder to convert to common shares of the Company or to otherwise cause the Company to redeem the shares. Preferred shares issued by the Company are commonly referred to as perpetual and represent a form of financing that does not have a fixed term. non-controLLing interests The Company’s non-controlling interests include participating account surplus in subsidiaries and non-controlling interests in subsidiaries. Refer to note 19 in the Company’s December 31, 2019 consolidated financial statements for further details of the Company’s non-controlling interests. Non-controlling interests Participating account surplus in subsidiaries: Great-West Life London Life Canada Life GWL&A December 31 2019 2018 $ 595 $ 1,866 284 14 608 1,827 288 14 $ 2,759 $ 2,737 Non-controlling interests in subsidiaries $ 107 $ 138 At December 31, 2019, the carrying value of non-controlling interests decreased by $9 million to $2,866 million compared to December 31, 2018. For the twelve months ended December 31, 2019, net earnings attributable to participating account before policyholder dividends were $1,374 million and policyholder dividends were $1,364 million. Effective January 1, 2020, following the amalgamation of Great-West Life, London Life and Canada Life, non-controlling interests attributable to participating account surplus previously recorded in the Great-West Life, London Life, and Canada Life will be recorded in the amalgamated company, The Canada Life Assurance Company. Great-West Lifeco Inc. 2019 Annual Report 35 Management’s Discussion and Analysis l i q u i d i t y a n d C a p i ta l M a n a g e M e n t a n d a d e q u a C y Liquidity The Company’s liquidity requirements are largely self-funded, with short-term obligations being met by internal funds and maintaining levels of liquid investments adequate to meet anticipated liquidity needs. The Company holds cash, cash equivalents and short-term bonds at the Lifeco holding company level and with the Lifeco consolidated subsidiary companies. At December 31, 2019, the Company and its operating subsidiaries held cash, cash equivalents and short-term bonds of $8.9 billion ($7.8 billion at December 31, 2018) and other liquid assets and marketable securities of $86.6 billion ($93.2 billion at December 31, 2018). Included in the cash, cash equivalents and short-term bonds at December 31, 2019 was $0.7 billion ($1.0 billion at December 31, 2018) at the Lifeco holding company level which includes cash at Great-West Lifeco U.S. LLC, the Company’s U.S. holding company. The decrease of $0.3 billion at the Lifeco holding company level was primarily due to the settlement of the substantial issuer bid on April 17, 2019, partially offset by the proceeds of the sale, via indemnity reinsurance, of the U.S. individual life insurance business to Protective Life. In addition, the Company maintains committed lines of credit with Canadian chartered banks for potential unanticipated liquidity needs, if required. casH fLows Cash flows Cash flows relating to the following activities: Operations Financing Investment Effects of changes in exchange rates on cash and cash equivalents Increase (decrease) in cash and cash equivalents in the period Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period The principal source of funds for the Company on a consolidated basis is cash provided by operating activities, including premium income, net investment income and fee income. These funds are used primarily to pay policy benefits, policyholder dividends and claims, as well as operating expenses and commissions. Cash flows generated by operations are mainly invested to support future liability cash requirements. Cash flows related to financing activities include the issuance and repayment of capital instruments and associated dividends and interest payments. In the fourth quarter of 2019, cash and cash equivalents increased by $0.8 billion from September 30, 2019. Cash flows provided by operations during the fourth quarter of 2019 were $1.3 billion, a decrease of $0.3 billion compared to the fourth quarter of 2018. Cash flows used in financing were $0.8 billion, primarily used for the payments of dividends to common and preferred shareholders of $0.4 billion and net debt redemptions of $0.3 billion. For the three months ended December 31, 2019, cash inflows from investment activities related to net disposals of $0.2 billion of investment assets. 36 Great-West Lifeco Inc. 2019 Annual Report The Company does not have a formal common shareholder dividend policy. Dividends on outstanding common shares of the Company are declared and paid at the sole discretion of the Board of Directors of the Company. The decision to declare a dividend on the common shares of the Company takes into account a variety of factors including the level of earnings, adequacy of capital and availability of cash resources. As a holding company, the Company’s ability to pay dividends and, in part, its ability to deploy capital is dependent upon the Company receiving dividends from its operating subsidiaries. The Company’s operating subsidiaries are subject to regulation in a number of jurisdictions, each of which maintains its own regime for determining the amount of capital that must be held in connection with the different businesses carried on by the operating subsidiaries. The requirements imposed by the regulators in any jurisdiction may change from time to time, and thereby impact the ability of the operating subsidiaries to pay dividends to the Company. For the three months ended December 31 For the twelve months ended December 31 2019 2018 2019 2018 $ 1,291 (781) 224 734 41 775 3,853 $ 1,565 (260) (1,170) 135 151 286 3,882 $ 6,110 (3,981) (1,539) 590 (130) 460 4,168 $ 6,494 (1,267) (4,776) 451 166 617 3,551 $ 4,628 $ 4,168 $ 4,628 $ 4,168 For the twelve months ended December 31, 2019, cash and cash equivalents increased by $0.5 billion from December 31, 2018. Cash flows provided by operations were $6.1 billion, a decrease of $0.4 billion compared to the same period in 2018, which included $1.0 billion of cash received during the second quarter of 2019 as a result of the indemnity reinsurance agreement with Protective Life. Cash flows used in financing were $4.0 billion, primarily used for the purchase and cancellation of common shares of $2.0 billion relating to the Company’s substantial issuer bid, the payment of dividends to common and preferred shareholders of $1.7 billion and net debt redemptions of $0.3 billion. In the first quarter of 2019, the Company increased the quarterly dividend to common shareholders from $0.389 per common share to $0.413 per common share. For the twelve months ended December 31, 2019, cash flows were used by the Company to acquire an additional $1.5 billion of investment assets. Management’s Discussion and Analysis commitments/contractuaL oBLigations Commitments/contractual obligations Payments due by period At December 31, 2019 Total 1 year 2 years 3 years 4 years 5 years 1) Debentures and other debt instruments 2) Lease obligations 3) Purchase obligations 4) Credit-related arrangements (a) Contractual commitments (b) Letters of credit 5) Pension contributions $ $ 5,454 753 316 $ 500 83 125 1,042 see note 4(b) below 280 1,006 280 $ – 78 57 19 – $ – 66 29 17 – $ 730 56 13 – – – 53 8 – – Over 5 years $ 4,224 417 84 – – Total contractual obligations $ 7,845 $ 1,994 $ 154 $ 112 $ 799 $ 61 $ 4,725 1) Refer to note 16 in the Company’s December 31, 2019 consolidated financial statements. Excluded from debentures and other debt instruments are unamortized transaction costs. 2) For a further description of the Company’s lease obligations, refer to note 18 in the Company’s December 31, 2019 consolidated financial statements. 3) Purchase obligations are commitments to acquire goods and services, essentially related to information services. 4) (a) Contractual commitments are essentially commitments of investment transactions made in the normal course of operations in accordance with policies and guidelines that are to be disbursed upon fulfillment of certain contract conditions. (b) Letters of credit (LC) are written commitments provided by a bank. The total amount of LC facilities is US$2.3 billion of which US$1.8 billion were issued as of December 31, 2019. The Reinsurance business unit periodically uses letters of credit as collateral under certain reinsurance contracts for on-balance sheet policy liabilities. The Company may be required to seek collateral alternatives if it is unable to renew existing LCs on maturity. Various Lifeco subsidiaries have provided LCs as follows: To external parties Clients residing in the United States are required pursuant to their insurance laws to obtain LCs issued on the Company’s behalf from approved banks in order to further secure the Company’s obligations under certain reinsurance contracts. Great-West Life has two LC facilities for US$1,100 million, which can be used by Great-West Life and its subsidiaries. As of December 31, 2019, Great-West Life subsidiaries have issued US$197 million to external parties. Certain London Reinsurance Group subsidiaries and London Life have provided LCs totaling US$7 million to external parties. Additionally, Great-West Life & Annuity Insurance Company has provided LCs totaling US$9 million to external parties. The LCs are renewable annually for an indefinite period of time. To internal parties Great-West Life has three LC facility for US$900 million for use by Great-West Life and its subsidiaries. As of December 31, 2019, US$722 million has been issued to the Company’s U.S. Branch. GWL&A also has a US$70 million LC facility in place. As of December 31, 2019, US$70 million has been issued to Great-West Life & Annuity Insurance Company of South Carolina as beneficiary, to allow it to receive statutory capital credit. Canada Life has a £117 million LC issued to Canada Life Limited (CLL) as beneficiary, to allow CLL to receive statutory capital credit in the United Kingdom for a loan made from Canada Life. In addition, using capacity from the facilities listed above, Great-West Life subsidiaries have issued US$612 million to other subsidiaries and the Company’s U.S. Branch. 5) Pension contributions include funding estimates for defined benefit pension plans, defined contribution pension plans and other post-employment plans. These contributions are subject to change, as contribution decisions are affected by many factors including market performance, regulatory requirements and management’s ability to change funding policy. Funding estimates beyond 2020 are excluded due to the significant variability in the assumptions required to project the timing of future contributions. caPitaL management and adequacy At the holding company level, the Company monitors the amount of consolidated capital available and the amounts deployed in its various operating subsidiaries. The amount of capital deployed in any particular company or country is dependent upon local regulatory requirements as well as the Company’s internal assessment of capital requirements in the context of its operational risks and requirements and strategic plans. The Company’s practice is to maintain the capitalization of its regulated operating subsidiaries at a level that will exceed the relevant minimum regulatory capital requirements in the jurisdictions in which they operate. The capitalization decisions of the Company and its operating subsidiaries also give consideration to the impact such actions may have on the opinions expressed by various credit rating agencies that provide financial strength and other ratings to the Company. The Board of Directors reviews and approves an annual capital plan as well as capital transactions undertaken by management pursuant to the plan. The capital plan is designed to ensure that the Company maintains adequate capital, taking into account the Company’s strategy, risk profile and business plans. The Company has established policies and procedures designed to identify, measure and report all material risks. Management is responsible for establishing capital management procedures for implementing and monitoring the capital plan. In addition to undertaking capital transactions, the Company uses and provides traditional and structured reinsurance to support capital and risk management. In Canada, OSFI has established a capital adequacy measurement for life insurance companies incorporated under the Insurance Companies Act (Canada) and their subsidiaries, known as the Life Insurance Capital Adequacy Test (LICAT). The LICAT ratio compares the regulatory capital resources of a company to its Base Solvency Buffer or required capital. The Base Solvency Buffer is calibrated so that a life insurer can both withstand severe stress events and have assets remaining to allow continued support of its existing business. The total Base Solvency Buffer is the aggregate of all OSFI defined capital requirements multiplied by a fixed scalar of 1.05. The total capital resources include equity items such as common shares, retained earnings and participating policyholders’ surplus. There are deductions for goodwill, intangibles and some deferred tax assets. Assets backing certain provisions for adverse deviation within the insurance contract liabilities reported on the financial statements are also included in total capital resources. OSFI has established a Supervisory Target Total Ratio of 100%, and a Supervisory Minimum Total Ratio of 90%. The internal target range of the LICAT ratio for Lifeco’s major Canadian operating subsidiaries is 110% to 120% (on a consolidated basis). Great-West Life’s consolidated LICAT ratio at December 31, 2019 was 135% (140% at December 31, 2018). The LICAT ratio does not take into account any impact from $0.7 billion of liquidity at the Lifeco holding company level at December 31, 2019 ($1.0 billion at December 31, 2018). Great-West Lifeco Inc. 2019 Annual Report 37 Management’s Discussion and Analysis the second quarter, During repurchased and subsequently cancelled common shares for aggregate consideration of $2.0 billion. The dividends paid by Great-West Life to Lifeco to support this transaction decreased Great-West Life’s consolidated LICAT ratio by approximately 6 points. the Company During the fourth quarter, the Company entered into a long-term reinsurance agreement to accept longevity risk. The impact of the transaction decreased the LICAT ratio by approximately 3.5 points at Great-West Life. Effective January 1, 2020, following the amalgamation of Great- West Life, London Life and Canada Life and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., into a single life insurance company, The Canada Life Assurance Company, The Canada Life Assurance Company’s consolidated LICAT is equivalent to Great-West Life’s consolidated LICAT ratio. LICAT Ratio Tier 1 Capital Tier 2 Capital Total Available Capital Surplus Allowance & Eligible Deposits Total Capital Resources Dec. 31 2019 Dec. 31 2018 $ 11,952 $ 12,455 3,686 3,637 15,589 12,625 16,141 10,665 $ 28,214 $ 26,806 Base Solvency Buffer (includes OSFI scalar 1.05) $ 20,911 $ 19,165 Total Ratio (OSFI Supervisory Target = 100%) (1) 135% 140% (1) Total Ratio (%) = Total Capital Resources / Base Solvency Buffer (after 1.05 scalar) return on equity Return on Equity (1) Canada U.S. Financial Services U.S. Asset Management (Putnam) Europe Total Lifeco Net Earnings Basis Adjusted Return on Equity (1) Canada U.S. Financial Services U.S. Asset Management (Putnam) Europe At December 31, 2019, the Risk-Based Capital (RBC) ratio of GWL&A, Lifeco’s regulated U.S. operating company, is estimated to be 627% of the Company Action Level set by the National Association of Insurance Commissioners. GWL&A reports its RBC ratio annually to U.S. Insurance Regulators. The RBC ratio is included for information only and is not intended as a means to rank insurers generally or for any other purposes. OSFI Regulatory Capital Initiatives The Company will continue to work with OSFI, the Canadian Institute of Actuaries, and other industry participants, as the LICAT guideline further evolves to allow for any future development including adaptations relating to the IFRS 17 accounting standard and developments relating to Segregated Fund Guarantee Risk requirements. The International Accounting Standards Board (IASB) has issued IFRS 17, Insurance Contracts, which will replace IFRS 4, Insurance Contracts with a current proposed effective date of January 1, 2022. IFRS 17 includes, among other things, new requirements for the recognition, measurement, presentation and disclosures of insurance contracts the Company issues and reinsurance contracts it holds. The new standard is expected to have a significant impact for insurers related to the timing of earnings recognition and on the presentation and disclosure of results. Adoption of the standard is expected to lead to further review and possible amendments to the OSFI LICAT Guideline. Refer to the “Accounting Policies – International Financial Reporting Standards” section for further details. Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 15.0% 5.1% (9.7)% 19.1% 16.3% 4.5% (0.7)% 17.4% 19.4% 12.1% (2.5)% 15.9% 11.7% 12.4% 14.0% Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 15.0% 12.3% 1.2% 18.9% 16.3% 11.6% (0.7)% 17.4% 19.4% 12.1% (2.5)% 16.6% 13.8% 13.4% 14.3% Total Lifeco Adjusted Net Earnings Basis (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. The Company reported ROE of 11.7% at December 31, 2019, compared to 14.0% at December 31, 2018. The Company reported adjusted ROE based on adjusted net earnings of 13.8% at December 31, 2019, compared to 14.3% at December 31, 2018. 38 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis ratings The Company’s financial leverage ratio has been maintained at a level consistent with credit rating agencies’ targets for highly rated entities and provides the Company with financial flexibility to invest in organic growth and acquisition strategies. Refer to the “Non-IFRS Financial Measures” section in this MD&A for additional details. ratings from five independent Lifeco maintains ratings companies. Credit ratings are intended to provide investors with an independent measure of the credit quality of the securities of a corporation and are indicators of the likelihood of payment and the capacity of a corporation to meet its obligations in accordance with the terms of each obligation. In 2019, the credit ratings for Lifeco and its major operating subsidiaries were unchanged (set out in table below). The Company continued to receive strong ratings relative to its North American peer group resulting from its conservative risk profile, stable net earnings and consistent dividend track record. These ratings are not a recommendation to buy, sell or hold the securities of the Company or its subsidiaries and do not address market price or other factors that might determine suitability of a specific security for a particular investor. The ratings also may not reflect the potential impact of all risks on the value of securities and are subject to revision or withdrawal at any time by the rating agency. Lifeco’s operating companies are assigned a group rating from each rating agency. This group rating is predominantly supported by the Company’s leading position in the Canadian insurance market and competitive positions in the U.S. and European markets. Each of Lifeco’s operating companies benefits from the strong implicit financial support and collective ownership by Lifeco. There were no changes to the Company’s group credit ratings in 2019. Following Lifeco’s announcement on January 24, 2019 that its subsidiary, GWL&A, had reached an agreement to sell, via indemnity reinsurance, substantially all of its individual life insurance and annuity business, Moody’s Investors Service (Moody’s) placed the Aa3 insurance financial strength (IFS) ratings of GWL&A and its subsidiary, Great-West Life & Annuity Insurance Company of New York, on review for downgrade. Subsequently, on June 4, 2019, Moody’s announced it had concluded its review and confirmed the Aa3 IFS ratings of GWL&A and its subsidiary, Great- West Life & Annuity Insurance Company of New York. The A3 issuer rating of GWL&A’s U.S. holding company, GWL&A Financial, Inc., and the Baa1(hybrid) senior debt rating of debentures issued by an affiliate, Great-West Life & Annuity Insurance Capital, LP, were also confirmed. The outlook for GWL&A Financial, Inc., and its subsidiaries that were under review, is now stable. Rating agency Measurement Lifeco Great-West Life London Life Canada Life Irish Life GWL&A A.M. Best Company DBRS Limited Fitch Ratings Financial Strength Issuer Rating Financial Strength Senior Debt Subordinated Debt Insurer Financial Strength Senior Debt Subordinated Debt Moody’s Investors Service Insurance Financial Strength Standard & Poor’s Ratings Services Insurer Financial Strength Senior Debt Subordinated Debt A+ AA AA AA Aa3 AA A (high) A (high) A A+ A+ AA AA Aa3 AA A+ AA AA (low) AA A+ Aa3 AA AA- AA A+ NR AA Aa3 AA Effective January 1, 2020, Great-West Life, London Life, Canada Life and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., amalgamated into a single life insurance company, The Canada Life Assurance Company. The ratings of the affected companies were updated to reflect the Company’s current corporate structure and are consistent with existing ratings. Great-West Lifeco Inc. 2019 Annual Report 39 Management’s Discussion and Analysis SEGMENTED OPERATING RESULTS The consolidated operating results of Lifeco, including the comparative figures, are presented on an IFRS basis after capital allocation. Consolidated operating results for Lifeco comprise the net earnings of Great-West Life and its operating subsidiaries, London Life and Canada Life; GWL&A and Putnam; together with Lifeco’s Corporate results. For reporting purposes, the consolidated operating results are grouped into four reportable segments – Canada, United States, Europe and Lifeco Corporate – reflecting geographic lines as well as the management and corporate structure of the companies. Effective January 1, 2020, Great-West Life, London Life and Canada Life and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc. amalgamated into a single life insurance company, The Canada Life Assurance Company. C a n a d a The Canada segment of Lifeco includes the operating results of the Canadian businesses operated by Great-West Life, London Life and Canada Life, together with an allocation of a portion of Lifeco’s Corporate results. There are two primary business units included in this segment. Through the Individual Customer business unit, the Company provides life, disability and critical illness insurance products as well as wealth savings and income products to individual clients. Through the Group Customer business unit, the Company provides life, accidental death and dismemberment, critical illness, health and dental protection, creditor insurance as well as retirement savings and income products and other specialty products to group clients in Canada. Business proFile individuaL customer Individual Customer comprises both insurance and wealth management product lines sold to individual customers. Individual insurance includes individual life, disability and critical illness insurance products and services. Individual wealth management includes individual wealth savings and income products and services. The Company is a leader in Canada for all insurance and wealth management products and services and utilizes diverse, complementary distribution channels: Freedom 55 FinancialTM (Freedom), Wealth and Insurance Solutions Enterprise (WISE), managing general agencies (MGAs) and national accounts, including IG Wealth Management, a member of the Power Financial Corporation group of companies. Through Financial Horizons Group, the Company participates in the MGA channel, distributing products from across the insurance industry. The individual lines of business accessed the various distribution channels under distinct product brands offered by Great-West Life, London Life, Canada Life and Quadrus. Effective January 1, 2020, following the amalgamation of Great-West Life, London Life and Canada Life, products are offered under the Canada Life and Quadrus brands. By offering this broad suite of products and services through multiple distribution channels, the Company is able to provide advice and product solutions to meet the needs of Canadians at all phases of their lives. grouP customer Group Customer includes group life and health benefits, group creditor, and group retirement and investment product lines. Through its group life and health benefit product lines, the Company offers effective benefit solutions for small, medium and large plan sponsors. The Company offers a wide range of traditional group products and services including life, accidental death and dismemberment, critical illness, disability, health and dental as well as specialty products. In addition, specialty product development has been a focus over the past several years as the Company seeks to provide customized solutions to increasingly unique customer needs. Products to address the needs of mental health in the workplace, high cost medications, optional products purchased by plan members directly and wellness programs are examples of this. The Company’s creditor business, conducted through its Canada Life subsidiary, offers creditor insurance products through large financial institutions and credit card companies. Canada Life is a leader in the creditor insurance business in Canada. Group retirement and investment product lines include group Registered Retirement Savings Plans (RRSP), Tax-Free Savings Accounts (TFSA), group retirement income products, and institutional investment services. The Company is focused on innovation within its savings and investment product lines and will be focused on launching Registered Education Savings Plans for members in 2020. Through the Company’s extensive network of Group sales offices located across the country, it distributes its products through brokers, consultants and financial security advisors. 40 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Market overview Products and services individuaL customer grouP customer The Company provides an array of life, health and creditor insurance products that are distributed primarily through Group sales offices across the country. The Company provides an array of individual insurance and individual wealth management products that are distributed through multiple sales channels. market Position • Employee benefits to over 30,000 plan sponsors (1) • 21% market share for employee benefit plans (1) market Position • Leading market share for creditor products with coverage provided to • A leader in individual life insurance sales measured by new annualized over 7.2 million plan members (3) premium with 21.7% market share (1) • 20% market share of group capital accumulation plans (1) • A significant provider of individual disability and critical illness • 20% new sales market share of single premium group annuities (2) insurance with 13.5% market share of new sales (1) • An industry leader with 27.1% market share of individual segregated fund assets (2) Products and services Individual Life Insurance • Term Life • Universal Life • Participating Life Living Benefits • Disability • Critical Illness Individual Wealth Management • Savings plans • RRSPs • Non-registered savings programs • TFSAs Invested in: • Segregated funds • Mutual funds • Guaranteed investment options • Retirement Income Plans • Segregated funds with GMWB rider • Retirement income funds • Life income funds • Payout annuities • Deferred annuities • Residential mortgages • Banking products distriBution (3) Wealth and Insurance Solutions Enterprise • 2,147 financial security advisors Freedom 55 FinancialTM • 2,392 financial security advisors Affiliated Partnerships • 7,311 independent brokers associated with 32 MGAs • 1,692 advisors associated with 14 national accounts Products and services Group Life and Health Benefits • Life • Disability • Critical illness • Accidental death & dismemberment • Dental • Expatriate coverage • Extended health care Group Creditor • Life • Disability • Job loss • Critical illness Group Retirement & Investment Services • Group Capital Accumulation Plans including: • Defined contribution pension plans • Group RRSPs & TFSAs • Deferred profit sharing plans • Non-registered savings programs Invested in: • Segregated funds • Guaranteed investment options • Single company stock • Retirement Income Plans • Payout annuities • Deferred annuities • Retirement income funds • Life income funds • Investment management services only plans Invested in: • Segregated funds • Guaranteed investment options • Securities Specialty Products and Services • Dialogue™ • 1,828 IG Wealth Management consultants who actively sell Canada Life products • 109 direct brokers and producer groups Financial Horizons Group • 3,680 independent brokers selling products from across the insurance • Best Doctors™ • Contact • Individual Health distriBution industry, including Canada Life Quadrus Investment Services Ltd. (also included in WISE & Freedom advisor counts): • 3,514 investment representatives (1) Nine months ended September 30, 2019 (2) As at November 30, 2019 (3) WISE & Freedom includes all contracted advisors. Affiliated Partnerships and Financial Horizons Group include advisors who placed new business in 2019. • Group Life and Health and Group Retirement and Investment Services are distributed through brokers, consultants, and financial security advisors. Sales and service support are provided by an integrated team of over 635 employees, located in 28 offices across the country, including 115 account executives (3). • Group Creditor products and services are distributed primarily though large financial institutions and serviced through a dedicated sales and service organization. (1) As at December 31, 2018 (2) As at September 30, 2019 (3) As at November 30, 2019 Great-West Lifeco Inc. 2019 Annual Report 41 Management’s Discussion and Analysis comPetitive conditions individuaL customer The individual insurance marketplace is highly competitive. Competition focuses on service, technology, product features, price and financial strength, as indicated by ratings issued by nationally recognized agencies. The Company’s broad spectrum of distribution associates, including exclusive and independent channels, provide important strategic advantages within the Canadian market. The individual wealth management marketplace is also very competitive. The Company’s main competitors include mutual fund companies, insurance companies, banks and investment advisors as well as other service and professional organizations. New FinTech competitors have entered the marketplace leading to increased competition. Competition focuses on ease of doing business through technology, service, variety of investment options, investment performance, product features, price (fees) and financial strength. Individual wealth management’s broad spectrum of distribution associates, including exclusive and independent channels, provide important strategic advantages within the Canadian market. Selected consolidated financial information – Canada Premiums and deposits (1) Sales (1) Fee and other income Net earnings – common shareholders Total assets Proprietary mutual funds and institutional assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) grouP customer The group life and health benefits market in Canada is highly competitive. There are three large group insurance carriers with significant market positions, a number of smaller companies operating nationally and several regional and niche competitors. The Company has a significant market share of 21%, which is supported by an extensive distribution network who have access to a wide range of products and services. This strong market share position is a distinct advantage for competing successfully in the Canadian group insurance market. The group capital accumulation plan market is also very competitive. Three major insurance companies hold a significant market share while several smaller insurance companies have an important market presence. The pension risk transfer business continues to grow in the Canadian marketplace as more companies with defined benefit pension plans (open or closed) look to transfer the investment and longevity risk to insurance companies. Helping the market with the capacity to meet this demand, existing companies have increased their presence in the marketplace, including major independent and bank-owned insurance companies with strong balance sheets and new entrants. For the three months ended For the twelve months ended Dec. 31 2019 $ 27,346 13,249 1,766 1,051 $ Dec. 31 2018 26,298 13,186 1,736 1,275 Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ 7,229 3,609 457 188 $ 176,304 6,986 183,290 17,118 $ 7,053 3,520 447 300 $ 6,638 3,447 428 310 $ 174,149 6,853 $ 160,906 6,214 181,002 17,210 167,120 13,615 $ 200,408 $ 198,212 $ 180,735 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Net earnings – common shareholders Individual Customer Group Customer Corporate Net earnings – common shareholders For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ 87 114 (13) 188 $ $ 85 206 9 300 $ $ 171 144 (5) 310 $ $ 431 632 (12) 685 630 (40) $ 1,051 $ 1,275 42 Great-West Lifeco Inc. 2019 Annual Report • During 2019, the Company completed the following acquisitions to help position for growth: º º On January 31, 2019, Great-West Life Realty Advisors Inc. (GWLRA), a wholly owned subsidiary of the Company, completed its acquisition of Guggenheim Real Estate LLC (GRE), the real estate private equity platform of Guggenheim Investments. The transaction is not expected to have a material impact on the Company’s financial results. On August 1, 2019, Financial Horizons Group (FHG), a managing general agency and wholly owned subsidiary of the Company, completed its acquisitions of TORCE Financial Group Inc. and VANCE Financial Group Inc. These acquisitions give FHG a significant presence to serve a diverse customer base in the Toronto and Vancouver markets. These transactions are not expected to have a material impact on the Company’s financial results. • The Company earned an A- (‘Leadership’) rating on CDP’s 2019 Climate Change Questionnaire, a rating which identifies the global leaders in the management of carbon, climate change risks and low carbon opportunities. The Company once again achieved the highest rating among Canadian insurance companies for the fifth consecutive year. Management’s Discussion and Analysis 2019 developMents • On April 3, 2019, the Company announced its three Canadian life insurance companies, The Great-West Life Assurance Company, London Life Insurance Company and The Canada Life Assurance Company, are moving to one brand in Canada: Canada Life. Following the required approvals, the Company also proceeded with the amalgamation of Great- West Life, London Life and Canada Life, and their holding companies, Canada Life Financial Corporation and London Insurance Group Inc., into a single life insurance company, The Canada Life Assurance Company. This amalgamation was effective January 1, 2020 and will create operating efficiencies and simplify the Company’s capital structure to allow for more efficient use of capital, although it is not expected to have a material financial impact. • During the fourth quarter of 2019, as part of the move to the Canada Life brand and amalgamation to one company, new advisor initiatives were announced. The Company launched its new Canada Life segregated funds shelf, bringing together the best funds from its three legacy shelves and removing duplication of mandates creating a simpler and better performing fund shelf for advisors in all channels. Additionally, the Company launched preview illustrations for its new Canada Life participating life insurance product, which were available for sales effective January 2, 2020. This new product is available to advisors in all channels and supported by the amalgamated Canada Life participating account. • During the year the Company launched other new tools and products to improve customer experience and help them meet their financial and wellness objectives, including: º º º º A new goals-based asset management program; Constellation Managed Portfolios, to help individuals manage their individual retirement and savings plans to achieve financial goals. Introduced new term 30 and term to age 65 life insurance products, available through SimpleProtect, the company’s digital insurance application. Rolled out “Flexbox”; a product designed to provide insurance and wealth solutions to small businesses with up to 10 plan participants. Enhanced Group life and health customer experience, including: º º The introduction of the HealthConnected portal, which features engagement elements like wearable device integration, team challenges and wellness strategy games. A new paperless claims experience, which allows members to submit all claim types from their desktop or mobile device. Great-West Lifeco Inc. 2019 Annual Report 43 Management’s Discussion and Analysis Business units – Canada individuaL customer oPerating resuLts Premiums and deposits (1) Sales (1) Fee and other income Net earnings For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ 3,110 2,718 258 87 $ 2,490 2,020 252 85 $ 2,862 2,479 242 171 Dec. 31 2019 $ 10,619 9,318 995 431 $ Dec. 31 2018 10,461 9,287 997 685 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Premiums and deposits Assets under administration – Individual Wealth Premiums and deposits for the fourth quarter of 2019 increased by $0.2 billion to $3.1 billion compared to the same quarter last year, primarily due to an increase in segregated fund deposits. The increase in segregated fund deposits was primarily due to an increase in transfers of business from Great-West Life and London Life to Canada Life due to the move to a single brand and the launch of the new Canada Life segregated fund shelf on November 4, 2019. For the twelve months ended December 31, 2019, premiums and deposits increased by $0.2 billion to $10.6 billion compared to the same period last year, primarily due to an increase in participating life insurance premiums. Premiums and deposits for the fourth quarter of 2019 increased by $0.6 billion compared to the previous quarter, primarily due to an increase in segregated fund deposits and participating life insurance premiums. Sales Sales for the fourth quarter of 2019 increased by $0.2 billion to $2.7 billion compared to the same quarter last year, primarily due to higher segregated fund and third party mutual fund sales. For the twelve months ended December 31, 2019, sales of $9.3 billion were comparable to the same period last year as higher third party mutual fund sales were mostly offset by a decrease in segregated fund sales. Sales for the fourth quarter of 2019 increased by $0.7 billion compared to the previous quarter, primarily due to the same reasons discussed for the in-quarter results. For the individual wealth investment fund business, net cash outflows for the fourth quarter of 2019 were $299 million compared to $216 million for the same quarter last year and $291 million for the previous quarter. Net cash outflows for the twelve months ended December 31, 2019 were $1,386 million compared to $789 million for the same period last year. Assets under management (1) Risk-based products Segregated funds Proprietary Mutual Funds Total assets under management (1) December 31 2019 2018 $ 4,920 $ 5,002 30,925 32,915 6,037 6,803 $ 44,638 $ 41,964 Other assets under administration (1) (2) $ 9,996 $ 8,397 Total assets under administration – Individual Wealth (1) $ 54,634 $ 50,361 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) Includes third party mutual funds distributed by Quadrus. Fee and other income Fee and other income for the fourth quarter of 2019 increased by $16 million to $258 million compared to the same quarter last year, primarily due to higher average assets under management and an increase in other income related to Financial Horizons Group. For the twelve months ended December 31, 2019, fee and other income of $995 million was comparable to the same period last year. Fee and other income for the fourth quarter of 2019 increased by $6 million compared to the previous quarter, primarily due to the same reasons discussed for the in-quarter results. Net earnings Net earnings for the fourth quarter of 2019 decreased by $84 million to $87 million compared to the same quarter last year. The decrease was primarily due to unfavourable contributions from insurance contract liability basis changes and less favourable impact of new business, partially offset by higher contributions from investment experience. Insurance contract liability basis changes in the fourth quarter of 2019 include the strengthening of actuarial reserves driven by impact of updates to policyholder behaviour assumptions, updates to morbidity assumptions and refinements to certain investment-related assumptions. For the twelve months ended December 31, 2019, net earnings decreased by $254 million to $431 million compared to the same period last year. The decrease was primarily due to unfavourable contributions from insurance contract liability basis changes, lower net fee income and less favourable policyholder behaviour experience, partially offset by higher contributions from investment experience. 44 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Net earnings for the fourth quarter of 2019 of $87 million were comparable to the previous quarter, primarily due to less favourable impact of new business and unfavourable contributions from investment experience, partially offset by higher contributions from insurance contract liability basis changes. For the fourth quarter of 2019, the net loss attributable to the participating account was $30 million compared to $19 million for the same quarter last year, primarily due to lower contributions from insurance contract liability basis changes, partially offset by a more favourable impact of new business. For the twelve months ended December 31, 2019, net earnings attributable to the participating account were $13 million compared to a net loss of $21 million for the same period last year, primarily due to higher contributions from insurance contract liability basis changes. The net loss attributable to the participating account for the fourth quarter of 2019 was $30 million compared to net earnings of $47 million for the previous quarter, primarily due to lower contributions from insurance contract liability basis changes. outLook – individuaL customer Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. The Individual Customer business unit delivered solid business results in 2019, notwithstanding actuarial reserve strengthening, while launching the new Canada Life brand and preparing to amalgamate the companies. The new single brand will bring efficiencies and focus that when added to the Company’s reputation for strength and stability, combined with prudent business practices as well as the depth and breadth of its distribution channels, positions the Company well for 2020 and beyond. grouP customer oPerating resuLts Premiums and deposits (1) Sales (1) Fee and other income Net earnings In 2020, Individual Customer will continue to advance on strategies to position for growth. The Company will further establish the value propositions for advisors in all channels, providing them with strategies and tools for helping customers focus on achieving long-term financial security regardless of life stage and market fluctuations. This commitment to advice is beneficial to strong customer retention as well as helping advisors attract new customers to the Company. A key distribution strategy will be to maximize the use of common tools, processes and support, while tailoring support to specific segments of advisors where appropriate. The Company will continue to competitively develop, price and market its comprehensive range of individual insurance and individual wealth management products while maintaining its focus on sales and service support to customers and advisors in all channels. The Company will also continue to monitor and respond to the impacts of long-term interest rates and fee income compression. Operational expense management continues to be critically important to delivering strong financial results. The Company will seek to achieve this through disciplined expense controls and effective development and implementation of strategic investments. Management has identified a number of areas of focus for these investments to facilitate the objective of organic growth, including continuing to invest in digital solutions to support advisors and customers and addressing its legacy of administration systems and processes to unlock the potential for future growth. For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ 4,119 891 184 114 $ 4,563 1,500 179 206 $ 3,776 968 172 144 Dec. 31 2019 $ 16,727 3,931 708 632 $ Dec. 31 2018 15,837 3,899 685 630 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Premiums and deposits Premiums and deposits for the fourth quarter of 2019 increased by $0.3 billion to $4.1 billion compared to the same quarter last year, primarily due to higher segregated fund deposits. For the twelve months ended December 31, 2019, premiums and deposits increased by $0.9 billion to $16.7 billion compared to the same period last year. The increase was primarily due to ASO deposits for group insurance, higher segregated fund deposits and higher group insurance premiums. Premiums and deposits for the fourth quarter of 2019 decreased by $0.4 billion to $4.1 billion compared to the previous quarter, primarily due to lower segregated fund deposits and lower premiums from single premium group annuities (SPGAs). Great-West Lifeco Inc. 2019 Annual Report 45 Management’s Discussion and Analysis Sales Net earnings Sales for the fourth quarter of 2019 decreased by $0.1 billion to $0.9 billion compared to the same quarter last year, primarily due to lower sales of SPGAs. For the twelve months ended December 31, 2019, sales of $3.9 billion were comparable to the same period last year. Sales for the fourth quarter of 2019 decreased by $0.6 billion compared to the previous quarter, primarily due to lower SPGA sales, lower segregated fund sales for group wealth and lower large case sales for group insurance. Sales of large cases can be highly variable from quarter to quarter. For the group wealth segregated fund business, net cash inflows for the fourth quarter of 2019 were $122 million, compared to net cash outflows of $73 million for the same quarter last year and net cash inflows of $242 million for the previous quarter. For the twelve months ended December 31, 2019, net cash inflows were $529 million compared to net cash outflows of $50 million for the same period last year. Assets under administration – Group Retirement & Investment Services Assets under management (1) Risk-based products Segregated funds Institutional assets Total assets under management (1) December 31 2019 2018 $ 8,532 $ 8,207 45,708 52,697 177 183 $ 61,412 $ 54,092 Other assets under administration (1) (2) $ 472 $ 400 Total assets under administration – Group Retirement & Investment Services (1) $ 61,884 $ 54,492 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) Includes mutual funds distributed by Quadrus, stock purchase plans administered by London Life and portfolio assets managed by GLC Asset Management Group. Fee and other income Fee and other income for the fourth quarter of 2019 increased by $12 million to $184 million compared to the same quarter last year, primarily due to higher average assets under management driven by higher average equity market levels. For the twelve months ended December 31, 2019, fee and other income increased by $23 million to $708 million compared to the same period last year, primarily due to higher average assets under management driven by higher average equity market levels and higher ASO fee income. Fee and other income for the fourth quarter of 2019 increased by $5 million compared to the previous quarter, primarily due to the same reason discussed for the year-to-date results. Net earnings for the fourth quarter of 2019 decreased by $30 million to $114 million compared to the same quarter last year. The decrease was primarily due to lower contributions from insurance contract liability basis changes and less favourable morbidity experience, partially offset by higher contributions from investment experience. Insurance contract liability basis changes in the fourth quarter of 2019 include the impact of updates to mortality assumptions and refinements to certain investment related assumptions. For the twelve months ended December 31, 2019, net earnings increased by $2 million to $632 million compared to the same period last year. The increase was primarily due to higher contributions from investment experience, partially offset by lower contributions from insurance contract liability basis changes. Net earnings for the fourth quarter of 2019 decreased by $92 million compared to the previous quarter, primarily due to lower contributions from insurance contract liability basis changes and investment experience. outLook – grouP customer Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. During 2019, the Company maintained its strong competitive position in the Canadian group market with leading or strong market share in all case size, regional and benefit market segments. The Company believes that this market share position, together with its distribution capacity, will facilitate continued growth in net premium income. Additionally, through ongoing investment in digital technologies and innovative benefit solutions, the Company expects to continue to enhance its competitive position in the marketplace. For example, in 2020 the Company will be launching an integrated plan member digital platform to service customers of Group Benefits and Group Savings products. This platform will facilitate a more streamlined experience for both members and plan sponsors. The Canadian distribution landscape continues to evolve and the Company is working closely with all distribution partners to demonstrate how it can help build on the value of their advice. canada corPorate Canada Corporate consists of items not associated directly with or allocated to the Canadian business units. For the fourth quarter of 2019, Canada Corporate had a net loss of $13 million compared to $5 million for the same quarter last year, primarily due to lower net investment income on seed capital. The net loss for the twelve months ended December 31, 2019 was $12 million compared to $40 million for the same period last year, primarily due to changes in certain income tax estimates and higher net investment income on seed capital. These items were partially offset by higher expenses related to expenses in preparation for the amalgamation of the Canadian life insurance companies. In the fourth quarter of 2019, the net loss was $13 million compared to net earnings of $9 million in the previous quarter, primarily due to the less favourable impact of changes to certain income tax estimates and lower net investment income on seed capital. 46 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis u n i t e d s tat e s The United States operating results for Lifeco include the results of GWL&A (which operates primarily as ‘Empower Retirement’), Putnam and the results of the insurance businesses in the United States branches of Great-West Life and Canada Life, together with an allocation of a portion of Lifeco’s corporate results. Through its Financial Services business unit, and specifically the Empower Retirement brand, the Company provides an array of financial security products, including employer-sponsored defined contribution plans, administrative and recordkeeping services, individual retirement accounts, fund management as well as investment and advisory services. Following the close of the reinsurance transaction with Protective Life in the second quarter of 2019, Financial Services also includes a retained block of life insurance, predominately participating policies, which are now administered by Protective Life, as well as a closed retrocession block of life insurance. Following the close of the reinsurance transaction with Protective Life in the second quarter of 2019, the Reinsured Insurance & Annuity Business, which was previously reflected in Financial Services, is being reported as a separate business unit. The Reinsured Insurance & Annuity Business unit reflects substantially all of the individual life insurance and annuity business which has been sold, through indemnity reinsurance, to Protective Life effective June 1, 2019. These products include life insurance, annuity and executive benefits, which are no longer offered by the U.S. segment. Through its Asset Management business unit, the Company provides investment management, certain administrative functions, distribution and related services, through a broad range of investment products. transLation of foreign currency Foreign currency assets and liabilities are translated into Canadian dollars at the market rate at the end of the financial period. All income and expense items are translated at an average rate for the period. Impact of currency movement is a non-IFRS financial measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Business proFile financiaL services Empower Retirement offers employer-sponsored defined contribution plans, individual retirement accounts, enrollment services, communication materials, investment options and education services. The Great-West Investments brand offers fund management, investment and advisory services. The Empower Institutional brand, label recordkeeping and administrative services for other providers of defined contribution plans. Empower Retirement is the second largest defined contribution recordkeeper in the U.S. and the largest provider of services to state defined contribution plans. formerly FASCore, offers private asset management Putnam provides investment management, certain administrative functions and distribution services. Putnam offers a broad range of investment products, including equity, fixed-income, absolute return and alternative strategies, through Putnam Funds, Putnam World Trust Funds and institutional portfolios (including hedge fund and other alternative strategies), model- based separately managed accounts (SMAs) and model portfolios. Revenue is derived from the value and composition of assets under management and performance fees as well as service and distribution fees. Accordingly, fluctuations in the financial markets and changes in the composition of assets or accounts affect revenues and results of operations. Great-West Lifeco Inc. 2019 Annual Report 47 Management’s Discussion and Analysis Market overview Products and services The Company provides a focused product offering that is distributed through a variety of channels. financiaL services market Position • Second largest defined contribution recordkeeper in the country (1) by participants providing services for 9.4 million participant accounts and 39,634 plans (2) • 22% market share in state and local government deferred compensation plans, based on number of participant accounts (3) • Great-West Lifetime Funds are the 15th largest target date fund offering in the U.S. (2) Products and services • Employer-sponsored defined contribution plans, enrollment services, communication materials, investment options and education services • Administrative and recordkeeping services for financial institutions and employer-sponsored defined contribution plans and associated defined benefit plans • Fund management, investment and advisory services • Individual retirement accounts (IRAs) distriBution • Retirement services products distributed to plan sponsors through asset management market Position • A global asset manager with assets under management of US$181.7 billion (1) • Global distribution includes sales teams that are focused on major institutional markets in the U.S., Europe, the Middle East, Asia and Australia and through a long-standing strategic distribution relationship in Japan Products and services Investment Management Products & Services • Individual retail investors – a family of open-end and closed-end mutual funds, college savings plans and variable annuity products • Institutional investors – defined benefit and defined contribution investment only plans sponsored by corporations, state, municipal and other governmental authorities, university endowment funds, charitable foundations, and collective investment vehicles (both U.S. and non-U.S.) • Investment services for defined contribution investment only plans • Alternative investment products across the fixed-income, quantitative and equity groups • Seven equity model-based separately managed accounts (SMAs) and six multi-asset model portfolios Administrative Services • Transfer agency, underwriting, distribution, shareholder services, trustee and other fiduciary services brokers, consultants, advisors, third-party administrators and banks distriBution • Empower Institutional recordkeeping and administrative services distributed through institutional clients • IRAs available to individuals through the Retirement Solutions Group (1) As at July 18, 2019 (2) As at December 31, 2019 (3) As at December 31, 2018 Individual Retail Investors • A broad network of distribution relationships with unaffiliated broker dealers, financial planners, registered investment advisors and other financial institutions that distribute the Putnam Funds and defined contribution investment only services to their customers, which, in total, includes approximately 136,000 advisors (1) • Sub-advisory relationships and Putnam-labeled funds as investment options for insurance companies and non-U.S. residents • Retail distribution channels are supported by Putnam’s sales and relationship management team • Retirement plan sponsors and participants are supported by Putnam’s dedicated defined contribution investment only professionals and through a relationship with Empower Retirement Institutional Investors • Supported by Putnam’s dedicated account management, product management and client service professionals (1) As at December 31, 2019 comPetitive conditions financiaL services The retirement and investment marketplaces are competitive. The Company’s competitors include mutual fund companies, insurance companies, banks, investment advisors and certain service and professional organizations. No one competitor or small number of competitors is dominant. Competition focuses on name recognition, service, technology, cost, variety of investment options, investment performance, product features, price and financial strength as indicated by ratings issued by nationally recognized agencies. 48 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis asset management The investment management business is competitive. Putnam competes with other providers of investment products and services, primarily based on the range of investment products offered, investment performance, distribution, scope and quality of shareholder and other services as well as general reputation in the marketplace. Putnam’s investment management business is also influenced by general securities market conditions, government regulations, global economic conditions as well as advertising and sales promotional efforts. Putnam competes with other mutual fund firms and institutional asset managers that offer investment products similar to Putnam as well as products that Putnam does not offer. Putnam also competes with a number of mutual fund sponsors that offer their funds directly to the public. Conversely, Putnam offers its funds only through intermediaries. Selected consolidated financial information – United States Premiums and deposits (1) (2) (5) Sales (1) Fee and other income (3) (5) Net earnings – common shareholders (5) Net earnings (US$) – common shareholders (4) (5) Adjusted net earnings – common shareholders (1) (5) Adjusted net earnings (US$) – common shareholders (1) (4) (5) Total assets Proprietary mutual funds and institutional assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 $ 70,475 163,087 3,767 (61) (45) 373 282 $ $ 19,480 31,781 679 (121) (92) 114 87 $ 85,612 257,301 $ 342,913 792,110 17,670 31,245 665 77 59 77 59 87,090 250,183 337,273 778,450 $ 20,588 32,080 644 55 41 55 41 $ 85,941 235,075 321,016 630,881 $ 1,135,023 $ 1,115,723 $ 951,897 $ Dec. 31 2018 72,475 105,948 2,603 388 292 388 292 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) For the twelve months ended December 31, 2019, premiums and deposits excluded the initial ceded premium of $13,889 million (US$10,365 million) related to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business. (3) For the twelve months ended December 31, 2019, fee and other income included a ceding commission of $1,080 million (US$806 million) related to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business. (4) Net earnings (US$) – common shareholders and adjusted net earnings (US$) – common shareholders do not include $9 million of net foreign currency exchange gains for the twelve months ended December 31, 2018 as they do not have a US$ equivalent. These amounts are only included in Canadian dollar net earnings. (5) Following the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business to Protective Life on June 1, 2019, the Company recorded a net loss of $199 million (US$148 million) related to the transaction in the Reinsured Insurance & Annuity Business results. For the twelve months ended December 31, 2019, the impacts to the Consolidated Statements of Earnings are outlined in the table below: Impact on Consolidated Statements of Earnings of reinsurance of U.S. individual life insurance and annuity business: Net premiums (initial ceded premiums) Fee and other income (initial ceding commission) Net investment income Total paid or credited to policyholders Operating, administrative and other expenses Total pre-tax net loss per note 3 in the Company’s December 31, 2019 consolidated financial statements Income taxes Total after-tax net loss $ $ (13,889) 1,080 219 12,463 (120) (247) 48 (199) Great-West Lifeco Inc. 2019 Annual Report 49 Management’s Discussion and Analysis Net earnings – common shareholders Financial Services (1) Asset Management Corporate Reinsured Insurance & Annuity Business (1) (2) Net earnings – common shareholders Adjustments (2) Revaluation of a deferred tax asset (3) Restructuring costs (3) Net charge on sale, via reinsurance, of a U.S. business Adjusted net earnings – common shareholders (2) Financial Services (US$) (1) Asset Management (US$) Corporate (US$) Reinsured Insurance & Annuity Business (1) (2) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ 100 18 (239) – $ (121) $ $ $ 199 36 – 114 76 13 (181) – $ $ $ $ $ $ $ 63 13 1 – 77 – – – 77 49 9 1 – 59 – – – 48 (29) – 36 55 – – – 55 36 (22) – 27 41 – – – $ $ 278 33 (236) (136) $ (61) $ $ $ 199 36 199 373 211 24 (179) (101) $ $ $ (45) $ 151 28 148 282 240 (61) 52 157 388 – – – 388 184 (47) 33 122 292 – – – $ 59 $ 41 $ $ 292 Net earnings (US$) – common shareholders $ (92) $ Adjustments (2) Revaluation of a deferred tax asset (US$) (3) Restructuring costs (US$) (3) Net charge on sale, via reinsurance, of a U.S. business (US$) Adjusted net earnings (US$) – common shareholders (2) $ 151 28 – 87 (1) Reinsured Insurance & Annuity Business reflects business transferred to Protective Life Insurance on June 1, 2019 and includes the net charge on sale, via reinsurance, of a U.S. business of $199 million (US$148 million). Comparative figures have been adjusted to reflect current presentation. (2) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (3) The revaluation of a deferred tax asset of $199 million (US$151 million) and restructuring costs of $36 million (US$28 million) are included in the Corporate results. • During the fourth quarter of 2019, management determined that a revaluation of the deferred income tax asset pertaining to the Asset Management business unit was appropriate due to timing uncertainty in projected taxable income available to utilize certain restricted net operating losses generated in the earliest loss years. The impact was a charge to net earnings of $199 million (US$151 million) and is included in the U.S. Corporate results. 2019 developMents • On June 5, 2019, the Securities and Exchange Commission adopted and released Regulation Best Interest (the Rule). The Rule establishes a new standard of conduct requiring broker- dealers to satisfy a higher standard of care and disclosure when recommending securities and investment strategies, including rollovers and account recommendations, to retail clients and retirement plan participants. The Rule does not apply to discussions with plan sponsors. The Rule is effective June 30, 2020 and the Company intends to fully comply with the Rule by that date. Management does not expect that the Rule will prevent the Company from executing on its overall business strategy and growth objectives. • During 2019, Putnam undertook actions to realign its resources to better position itself for current and future opportunities. These actions included technology modernization, product consolidation, a reduction in staff and facilities reorganization. During the fourth quarter of 2019, the Company recorded restructuring costs which reduced net earnings by $36 million (US$28 million) relating to these initiatives. The Company expects to realize US$33 million in pre-tax annual operating expense savings as a result of the restructuring activities mostly by the end of the fourth quarter of 2020. As of December 31, 2019, approximately US$24 million in pre-tax annual operating expense savings have been achieved. These restructuring costs are included in the U.S. Corporate results. 50 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Business units – united states financiaL services 2019 developMents • Effective June 1, 2019, GWL&A, a subsidiary of the Company, completed the sale, via indemnity reinsurance, of substantially all of its individual life insurance and annuity business to Protective Life who now assumes the economics and risks associated with the reinsured business. The transaction resulted in an after- tax transaction value of approximately $1.6 billion (US$1.2 billion), excluding one-time expenses. The transaction value included a ceding commission of $1,080 million (US$806 million) and a capital release of approximately $530 million (US$400 million). The business transferred included bank-owned and corporate-owned life insurance, single premium life insurance, individual annuities as well as closed block life insurance and annuities. Because the transaction is structured as a reinsurance agreement, the Company will hold both the liability and offsetting reinsurance asset. Protective Life will assume the economics and risks associated with the reinsured business. In the second quarter of 2019, the Company recognized a loss related to this transaction of $199 million (US$148 million), which included transaction costs of $63 million (US$47 million) and $36 million (US$27 million) due to updated expense assumptions primarily related to stranded overhead. The liabilities transferred and ceding commission received at the closing of this transaction are subject to future adjustments. In October 2019, Protective Life provided the Company with its listing of proposed adjustments with respect to the liabilities transferred. In December 2019, the Company formally objected to these proposed adjustments. The Master Transaction Agreement requires the parties to attempt to resolve these differences in an informal manner and that process is ongoing. Based on the information presently known, it is difficult to predict the outcome of this matter with certainty, but this matter is not expected to materially impact the consolidated financial position of the Company. GWL&A has retained a block of life insurance, predominately participating policies, which are now administered by Protective Life, as well as a closed retrocession block of life insurance. • Empower Retirement participant accounts have grown to 9.4 million at December 31, 2019 from 8.8 million at December 31, 2018. • Empower Retirement assets under administration were US$673 billion at December 31, 2019, up from US$516 billion at December 31, 2018. • During the third quarter of 2019, Empower Retirement announced it entered into a 21-year agreement with the Denver Broncos Football Club and Metropolitan Football Stadium District for the naming rights to the Denver Broncos’ stadium, which will now be known as “Empower Field at Mile High.” The agreement gives Empower Retirement national brand and media exposure, serving as the home for the Broncos and more than 300 other events annually. • During 2019, the Company received the following awards and rankings: º In a PLANADVISER Retirement Plan Adviser Survey, Empower Retirement was rated the overall most favourable plan provider and number 1 by retirement professionals in seven categories. º In a Newsweek list of “America’s Best Companies for Customer Service 2019”, Empower Retirement was in the top three ranked companies with which to save for retirement by U.S. customers who have used the services. º In a PLANSPONSOR survey, Empower Retirement received 50 best-in-class awards. oPerating resuLts Premiums and deposits (1) (2) (3) Sales (1) (2) (4) Fee and other income (2) Net earnings (2) (5) Premiums and deposits (US$) (1) (2) (3) Sales (US$) (1) (2) (4) Fee and other income (US$) (2) Net earnings (US$) (2) (5) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ $ 3,150 15,798 376 100 2,386 11,968 285 76 $ $ 3,071 16,885 369 63 2,327 12,792 280 49 $ $ 2,595 14,234 318 48 1,967 10,783 241 36 Dec. 31 2019 $ 11,783 105,380 1,428 278 $ 8,877 79,353 1,076 211 $ $ Dec. 31 2018 10,375 44,447 1,270 240 8,014 34,301 981 184 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) The operating results of Financial Services have been restated for comparative periods to reflect the impact of the reinsurance transaction with Protective Life, which closed on June 1, 2019. Following the close of the reinsurance transaction, and included in Financial Services results, the Company will retain a block of life insurance, predominately participating policies, which are now administered by Protective Life, as well as a closed retrocession block of life insurance. (3) For the three months and twelve months ended December 31, 2019, premiums and deposits included US$54 million and US$166 million, respectively, relating to the retained policies (US$54 million and US$192 million for the three and twelve months ended December 31, 2018, US$34 million for the three months ended September 30, 2019). (4) For the three months and twelve months ended December 31, 2019, sales included US$0.3 billion and US$1.1 billion, respectively, relating to Putnam managed funds sold on the Empower Retirement platform (US$0.3 billion and US$1.1 billion for the three and twelve months ended December 31, 2018, and US$0.3 billion for the three months ended September 30, 2019). (5) For the three months and twelve months ended December 31, 2019, net earnings included a net loss of US$19 million and net earnings of US$6 million, respectively, relating to the retained policies (US$4 million and US$31 million for the three and twelve months ended December 31, 2018, and US$6 million for the three months ended September 30, 2019). Great-West Lifeco Inc. 2019 Annual Report 51 Management’s Discussion and Analysis Premiums and deposits Fee and other income Fee income is derived primarily from assets under management, assets under administration, shareholder servicing fees, administration and recordkeeping services and investment advisory services. Generally, fees are earned based on assets under management, assets under administration or the number of plans and participants for which services are provided. Fee and other income for the fourth quarter of 2019 of US$285 million increased by US$44 million compared to the same quarter last year and by US$5 million compared to the previous quarter, primarily due to higher average equity markets and growth in participants. For the twelve months ended December 31, 2019, fee and other income increased by US$95 million to US$1,076 million compared to the same period last year, primarily due to the same reasons discussed for the in-quarter results. Net earnings Net earnings for the fourth quarter of 2019 of US$76 million increased by US$40 million compared to the same quarter last year. The increase was primarily due to the impact of a partial settlement of an employee pension plan, higher contributions from investment experience and net business growth, partially offset by higher operating expenses. For the twelve months ended December 31, 2019, net earnings increased by US$27 million to US$211 million compared to the same period last year. The increase was primarily due to the impact of a valuation adjustment on an employee pension plan, higher contributions from investment experience and net business growth, partially offset by lower contributions from insurance contract liability basis changes and higher operating expenses. Net earnings for the fourth quarter of 2019 of US$76 million increased by US$27 million compared to the previous quarter, primarily due to the impact of a valuation adjustment on an employee pension plan and higher contributions from investment experience, partially offset by higher operating expenses. Premiums and deposits for the fourth quarter of 2019 of US$2.4 billion increased by US$0.4 billion compared to the same quarter last year and by US$0.1 billion compared to the previous quarter, primarily due to higher deposits from existing Empower Retirement participants. Premium and deposits for the twelve months ended December 31, 2019 increased by US$0.9 billion to US$8.9 billion compared to the same period last year, primarily due to the same reasons discussed for the in-quarter results. Sales Sales in the fourth quarter of 2019 increased by US$1.2 billion to US$12.0 billion compared to the same quarter last year, primarily due to higher Empower Retirement mid and small sized plans, partially offset by lower Empower Retirement large plan sales. Large plan sales can be highly variable from period to period and tend to be lower margin; however, contribute to covering fixed overhead costs. For the twelve months ended December 31, 2019, sales increased by US$45.1 billion to US$79.4 billion compared to the same period last year, primarily due to higher Empower Retirement sales across all products lines, including several large plan sales. Sales in the fourth quarter of 2019 decreased by US$0.8 billion compared to the previous quarter, primarily due to lower Empower Retirement large plan sales, partially offset by higher small and mid-sized plan sales. Empower Retirement – assets under administration (US$) General account – fixed options Segregated funds – variable options Proprietary mutual funds (1) Unaffiliated retail investment options & administrative services only December 31 2019 2018 $ 13,532 $ 12,979 14,966 24,098 19,504 30,949 609,316 463,883 $ 673,301 $ 515,926 (1) At December 31, 2019, proprietary mutual funds included US$13.7 billion in Putnam managed funds (US$10.6 billion at December 31, 2018). Empower Retirement customer account values at December 31, 2019 increased by US$157.4 billion compared with December 31, 2018, primarily due higher equity market levels and net cash inflows across investment categories, primarily within unaffiliated retail investment options & administrative services only. 52 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis outLook – financiaL services Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. As the second largest recordkeeping provider in the U.S., Empower Retirement is positioned for significant growth opportunities with expertise and diversification across all plan types, company sizes and market segments. The Financial Services business unit continually examines opportunities to structure products and develop strategies to stimulate growth in assets under management. In 2020, Empower Retirement’s strategies to drive sales growth will continue to include active marketing of the brand, investing in product differentiation and offering a best-in-class service model. In 2019, service enhancements were made to this model including improving client-facing tools, optimizing standardizing and advisor relationship management and client alignment as well as adopting best practices for participant communications. In 2020, investments will continue to be made to improve the customer web experiences, including adding innovative capabilities and ease of service products. These efforts are expected to increase customer retention and ultimately increase participant retirement savings. asset management 2019 developMents • Putnam’s ending assets under management (AUM) at December 31, 2019 of US$181.7 billion increased by US$21.5 billion compared to the same period last year, while average AUM for the twelve months ended December 31, 2019 of US$173.2 billion increased by US$0.6 billion compared to the same period last year. For the three and twelve months ended December 31, 2019, mutual fund net inflows were US$1.5 billion and US$2.4 billion, respectively. • Putnam continues to sustain strong investment performance relative to its peers. As of December 31, 2019, approximately 82% of Putnam’s fund assets performed at levels above the Lipper median on a three-year basis, and approximately 86% on a five-year basis. • During the fourth quarter of 2019, Putnam began offering seven equity model-based separately managed accounts and six multi-asset model portfolios. These offerings will help to satisfy emerging preferences among investors for strategies that are generally cost-effective, tax efficient and provide opportunities for customization, enabling investors to screen for certain investments that are in conflict with their personal values. • For the 30th consecutive year, Putnam has been recognized by DALBAR Inc. for mutual fund service quality. This recognition includes Putnam being named as a DALBAR Mutual Fund Service Award winner for 28 of those years. Additionally, Putnam has been named the sole recipient of DALBAR’s Total Client Experience Award recognizing overall mutual fund customer service quality for the past nine years. Great-West Lifeco Inc. 2019 Annual Report 53 Management’s Discussion and Analysis oPerating resuLts Sales (1) Fee income Investment management fees Performance fees Service fees Underwriting & distribution fees Fee income Core net earnings (1) Less: Financing and other expenses (after-tax) (1) Reported net earnings (loss) Sales (US$) (1) Fee income (US$) Investment management fees (US$) Performance fees (US$) Service fees (US$) Underwriting & distribution fees (US$) Fee income (US$) Core net earnings (US$) (1) Less: Financing and other expenses (after-tax) (US$) (1) Reported net earnings (loss) (US$) For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 15,983 $ 14,360 $ 17,483 $ 57,299 $ 59,848 206 2 37 58 303 28 (10) 18 205 (3) 37 57 296 22 (9) 13 199 (8) 37 57 285 (18) (11) (29) 813 (10) 149 230 821 (38) 148 241 1,182 1,172 78 (45) 33 (11) (50) (61) $ 12,108 $ 10,879 $ 13,245 $ 43,185 $ 46,164 155 2 28 44 229 21 (8) 13 155 (2) 28 43 224 17 (8) 9 151 (6) 28 43 216 (14) (8) (22) 611 (6) 112 173 890 59 (35) 24 634 (30) 115 186 905 (8) (39) (47) Pre-tax operating margin (1) 7.2% 9.5% (10.8)% 8.1% (1.5)% Average assets under management (US$) (1) $ 178,023 $ 174,268 $ 168,743 $ 173,159 $ 172,579 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Sales Fee income Sales in the fourth quarter of 2019 decreased by US$1.1 billion to US$12.1 billion compared to the same quarter last year, primarily due to a decrease in mutual fund sales of US$1.0 billion. For the twelve months ended December 31, 2019, sales decreased by US$3.0 billion to US$43.2 billion compared to the same period last year, primarily due to a decrease in mutual fund sales of US$2.0 billion and a decrease in institutional sales of US$1.0 billion. Sales in the fourth quarter of 2019 increased by US$1.2 billion compared to the previous quarter, primarily due to a US$1.1 billion increase in mutual fund sales. Fee income is derived primarily from investment management fees, performance fees, transfer agency and other service fees, as well as underwriting and distribution fees. Generally, fees are earned based on AUM and may depend on financial markets, the relative performance of Putnam’s investment products, the number of retail accounts and sales. Performance fees are generated on certain mutual funds and institutional portfolios and are generally based on a rolling 36-month performance period for mutual funds and a 12-month performance period for institutional portfolios. Performance fees on mutual funds are symmetric, and as a result, can be positive or negative. Fee income for the fourth quarter of 2019 increased by US$13 million to US$229 million compared to the same quarter last year. The increase was primarily due to higher investment management fees, driven by higher average AUM and higher institutional and mutual fund performance fees. For the twelve months ended December 31, 2019, fee income decreased by US$15 million to US$890 million compared to the same period last year. The decrease was primarily due to lower investment management fees, driven by a change in asset mix, as well as lower underwriting and distribution fees, partially offset by improved mutual fund performance fees. Fee income for the fourth quarter of 2019 increased by US$5 million compared to the previous quarter, primarily due to higher institutional performance fees. 54 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Net earnings Core net earnings for the fourth quarter of 2019 were US$21 million compared to a core net loss of US$14 million for the same quarter last year. Core net earnings increased by US$35 million primarily due to higher net investment income on seed capital and higher net fee income. In the fourth quarter of 2019, reported net earnings, including financing and other expenses, were US$13 million compared to a reported net loss of US$22 million for the same quarter last year. Financing and other expenses for the fourth quarter of 2019 of US$8 million were comparable to the same quarter last year. For the twelve months ended December 31, 2019, core net earnings were US$59 million, compared to a core net loss of US$8 million for the same period last year, primarily due to higher net investment income on seed capital and lower operating expenses, which included the impact of expense reduction initiatives, partially offset by lower net fee income. For the twelve months ended December 31, 2019, reported net earnings, including financing and other expenses, were US$24 million compared to a reported net loss of US$47 million for the same period last year. Financing and other expenses for the twelve month period ended December 31, 2019 decreased by US$4 million to US$35 million compared to the same period last year, primarily due to lower net financing costs as a result of debt refinancing during the prior year. Core net earnings for the fourth quarter of 2019 were US$21 million compared to core net earnings of US$17 million for the previous quarter. Core net earnings increased by US$4 million, primarily due to higher fee income, higher net investment income and additional tax benefits, partially offset by higher operating expenses. Reported net earnings, including financing and other expenses, for the fourth quarter of 2019, were US$13 million compared to reported net earnings of US$9 million for the previous quarter. Financing and other expenses for the fourth quarter of 2019 of US$8 million were comparable to the previous quarter. assets under management Assets under management (US$) (1) Beginning assets $ 174,191 $ 174,661 $ 177,199 $ 160,200 $ 171,458 For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 Sales – Mutual funds Redemptions – Mutual funds Net asset flows – Mutual funds Sales – Institutional Redemptions – Institutional Net asset flows – Institutional Net asset flows – Total 7,798 (6,316) 1,482 4,310 (5,587) (1,277) 6,703 (5,642) 1,061 4,176 (6,784) (2,608) 8,817 (8,341) 476 4,428 (6,055) (1,627) 27,474 (25,031) 2,443 15,711 (22,081) (6,370) 29,454 (27,036) 2,418 16,710 (18,712) (2,002) 205 (1,547) (1,151) (3,927) 416 Impact of market/performance 7,328 1,077 (15,848) 25,451 (11,674) Ending assets $ 181,724 $ 174,191 $ 160,200 $ 181,724 $ 160,200 Average assets under management Mutual funds Institutional assets 86,824 91,199 83,937 90,331 79,198 89,545 83,096 90,063 79,780 92,799 Total average assets under management $ 178,023 $ 174,268 $ 168,743 $ 173,159 $ 172,579 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Average AUM for the three months ended December 31, 2019 were US$178.0 billion, an increase of US$9.3 billion or 5% compared to the same quarter last year, primarily due to the impact of markets and cumulative mutual fund net asset inflows, partially offset by cumulative institutional net asset outflows. Net asset inflows for the fourth quarter of 2019 were US$0.2 billion compared to net assets outflows of US$1.2 billion for the same quarter last year. In-quarter mutual fund net asset inflows were US$1.5 billion and institutional net asset outflows were US$1.3 billion. Average AUM for the twelve months ended December 31, 2019 increased by US$0.6 billion to US$173.2 billion compared to the same period last year, primarily due to the same reasons discussed for the in-quarter results. Net asset outflows for the twelve months ended December 31, 2019 were US$3.9 billion compared to net assets inflows of US$0.4 billion for the same period last year. Year- to-date mutual fund net asset inflows of US$2.4 billion were more than offset by institutional net asset outflows of US$6.4 billion. Average AUM for the three months ended December 31, 2019 increased by US$3.8 billion compared to the previous quarter, primarily due to the impact of markets. Great-West Lifeco Inc. 2019 Annual Report 55 Management’s Discussion and Analysis outLook – asset management Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. united states corPorate U.S. Corporate consists of items not associated directly with or allocated to the United States business units, including the impact of certain non-continuing items related to the U.S. segment. Putnam remains committed to providing strong, long-term investment performance across asset classes for its clients and investors in the mutual fund, institutional and retirement marketplaces. In 2020, Putnam will continue to focus efforts on driving growth and market share through new sales and asset retention in all markets it serves including Global Institutional, PanAgora (Putnam’s quantitative institutional manager), U.S. Retail and Defined Contribution Investment Only, while maintaining its industry recognized reputation for service excellence. Innovation will remain a key differentiator in 2020, as Putnam further develops its product offerings, service features and operational functions, while bolstering its corporate and business/ product brand image with a wide range of key constituents. Putnam continues to increasingly incorporate digital technology throughout its business to drive greater efficiencies and create business opportunities. Putnam will continue to focus on growth of revenues and assets in 2020, while at the same time managing firm-wide expenses, as the firm seeks to build a scalable, profitable asset management franchise. reinsured insurance & annuity Business Operating Results Premiums and deposits (1) (2) Sales (1) Fee and other income (3) Net earnings Adjusted net earnings (1) Premiums and deposits (US$) (1) (2) Sales (US$) (1) Fee and other income (US$) (3) Net earnings (US$) Adjusted net earnings (US$) (1) In the fourth quarter of 2019, the net loss was US$181 million compared to net earnings of nil for the same period in 2018, which includes the impact of a revaluation of a deferred tax asset of US$151 million and restructuring costs of US$28 million both related to the Asset Management business unit. Excluding these items, the adjusted net loss increased by US$2 million primarily due to higher operating expenses, partially offset by higher net investment income. Excluding the revaluation of a deferred tax asset and restructuring costs related to the Asset Management business unit discussed for the in-quarter results, net earnings for the twelve months ended December 31, 2019 were nil compared to net earnings of US$33 million in the same period in 2018. The decrease was primarily due to a gain in the prior year which resulted from the termination of an interest rate hedge as part of a debt refinancing transaction. Excluding a revaluation of a deferred tax asset and restructuring costs related to the Asset Management business unit discussed for the in-quarter results, the net loss in the fourth quarter of 2019, was US$2 million comparable to net earnings of US$1 million in the previous quarter. The 2018 year-to-date U.S. Corporate U.S. dollar net earnings do not include $9 million of net foreign currency exchange gains which occurred in the second quarter of 2018 as a result of debt redemptions as they do not have a U.S. dollar equivalent. These amounts are only included in Canadian dollar net earnings. For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ $ $ 347 – – – – 262 – – – – $ $ 239 – – – – 181 – – – – 510 363 41 36 36 386 275 31 27 27 $ $ 1,393 408 1,157 (136) 63 1,049 306 864 (101) 47 $ $ 2,252 1,653 161 157 157 1,739 1,277 124 122 122 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) For the twelve months ended December 31, 2019, premiums and deposits excluded the initial ceded premium of $13,889 million (US$10,365 million) related to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business. (3) For the twelve months ended December 31, 2019, fee and other income included a ceding commission of $1,080 million (US$806 million) related to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business. The Reinsured Insurance & Annuity Business unit results reflect sales, fee and other income and net earnings up to June 1, 2019. Following the sale, via indemnity reinsurance, on June 1, 2019 to Protective Life, there were no additional sales, fee and other income and net earnings related to this business unit. Premiums and deposits for the three months ended December 31, 2019 of US$262 million and for the three months ended September 30, 2019 of US$181 million primarily related to deposits received on separate accounts, with the economics ceded to Protective Life, resulting in no net earnings impact. 56 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis e u r o p e The Europe segment comprises two distinct business units: Insurance & Annuities and Reinsurance, together with an allocation of a portion of Lifeco’s corporate results. Insurance & Annuities provides protection and wealth management products, including payout annuity products, through subsidiaries of Canada Life in the U.K., the Isle of Man and Germany, as well as through Irish Life in Ireland. Reinsurance operates primarily in the U.S., Barbados and Ireland, and is conducted through Canada Life, London Life and their subsidiaries. transLation of foreign currency Foreign currency assets and into Canadian dollars at the market rate at the end of the financial period. All income and expense items are translated at an average rate for the period. liabilities are translated Impact of currency movement is a non-IFRS financial measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Business proFile insurance & annuities The core products offered in the U.K. are bulk and individual payout annuities, equity release mortgages, investments (including life bonds, retirement drawdown and pension), individual protection and group insurance. These products are distributed through independent financial advisors and employee benefit consultants. The U.K.’s international operations based in the Isle of Man and Dublin, Ireland offer investment, savings and individual protection products that are sold through independent financial advisors and private banks in the U.K. and in other selected territories. On June 21, 2018, Canada Life Limited, an indirect wholly-owned subsidiary of the Company, announced an agreement to sell a heritage block of individual policies to Scottish Friendly which were a mainly closed block. The transfer to Scottish Friendly completed on November 1, 2019. Canada Life Investments will continue to manage a portion of unit-linked assets which transferred to Scottish Friendly. The core products offered by Irish Life in Ireland are savings and investments, individual and group life insurance, health insurance and pension products. These products are distributed through independent brokers, a direct sales force and tied agent bank branches. Irish Life Health offers individual and corporate health plans, distributed through independent brokers and direct channels. Irish Life Investment Managers (ILIM) is one of the Company’s fund management operations in Ireland with approximately €85 billion of assets under management. In addition to managing assets on behalf of companies in the Lifeco group, ILIM also manages assets for a wide range of institutional and retail clients, occupational defined benefit and defined contribution pension schemes, large multinational corporations, charities and domestic companies. The German operation focuses on pension, lifetime GMWB and individual protection products that are distributed through independent brokers and multi-tied agents. Insurance & Annuities continues to expand its presence in its defined market segments by focusing on the introduction of innovative products and services, the quality of its service offerings as well as the enhancement of distribution capabilities and intermediary relationships. reinsurance Reinsurance provides capital and risk solutions and operates primarily in the U.S., Barbados and Ireland. In the U.S., the reinsurance business operates through branches of Canada Life, London Life, subsidiaries of London Life and an indirect subsidiary of GWL&A. In Barbados, the reinsurance business operates primarily through branches of Canada Life, London Life and subsidiaries of London Life. In Ireland, the reinsurance business operates through a subsidiary of Canada Life. Effective January 1, 2020, following the amalgamation of Great-West Life, London Life and Canada Life, the Reinsurance business will be operated through the Canada Life branches, subsidiaries of Canada Life and an indirect subsidiary of GWL&A. includes both reinsurance and The Company’s business retrocession business transacted directly with clients or through reinsurance brokers. As a retrocessionaire, the Company provides reinsurance to other reinsurers to allow those companies to manage their insurance risk. The product portfolio offered by the Company includes life, annuity/longevity, mortgage and property catastrophe reinsurance, provided on both a proportional and non-proportional basis. In addition to providing reinsurance products to third parties, the Company also utilizes internal reinsurance transactions between companies in the Lifeco group. These transactions are undertaken to better manage insurance risks relating to retention, volatility and concentration; and to facilitate capital management for the Company, its subsidiaries and branch operations. These internal reinsurance transactions produce benefits that are reflected in one or more of the Company’s other business units. Great-West Lifeco Inc. 2019 Annual Report 57 Management’s Discussion and Analysis Market overview Products and services insurance & annuities market Position U.K. • Group life market share 25% (1) • Group income protection market share 17% (1) insurance & annuities (cont’d) distriBution U.K. • Financial advisors • Private banks • Employee benefit consultants Ireland • Independent brokers • Payout annuities market share 17% (Advisor only) (2) • Pensions and investment consultants • A market leading international life company selling into the U.K. • Direct sales force market, with over 30% market share (3) • Tied bank branch distribution with various Irish banks • Among the top five in the onshore unit-linked single premium bond market, with 19% market share (Advisor only) (3) • An award winning competitor in the equity release market with a market share of 8.4% (6) Ireland • Life assurance company market share 34% (4) • Retail life and pensions market share 31% (4) Germany • Independent brokers • Multi-tied agents (1) As at December 31, 2018 (2) Market share based on annualized first quarter to third quarter 2019 data through financial advisors, restricted whole market advisors and non-advised distributor. (3) Based on annualized first quarter to third quarter 2019 data • Group pensions, group risk and corporate annuities market share 39% (4) • ILIM is one of the largest institutional fund managers in Ireland with (4) As at June 30, 2019 (5) As at December 31, 2019 €85 billion assets under management (5) • Third largest health insurance business through Irish Life Health (1) (6) Equity Release Council market statistics for fourth quarter 2018 to third quarter 2019 Germany • 5% share of the broker market (3) Products and services U.K. • Individual and bulk payout annuities • Fixed term annuities • Individual savings and investments (retirement drawdown & pension, onshore & international bonds and collective investment funds) • Group and individual life insurance • Group income protection (disability) • Group and individual critical illness • Equity release mortgages Ireland • Individual and group risk & pensions • Individual and bulk payout annuities • Health insurance • Wealth management services • Individual savings and investment • Institutional investment management Germany • Pensions • Income protection (disability) • Critical illness • Variable annuities (GMWB) • Individual life insurance reinsurance market Position • Among the top two life reinsurers in the U.S. for assumed structured life reinsurance (1) • Leading player in the evolving European structured life reinsurance market • Ranked 6th for traditional mortality reinsurance in the U.S. • Leading provider of U.K. and other European annuity/longevity reinsurance • Long-standing provider of a range of property and casualty catastrophe retrocession coverages Products and services Life • Yearly renewable term • Co-insurance • Modified co-insurance • Capital relief solutions Mortgage Reinsurance • Stop loss Annuity / Longevity • Payout annuity • Longevity protection • Fixed annuity Property & Casualty • Catastrophe retrocession distriBution • Independent reinsurance brokers • Direct placements (1) As at November 30, 2019 58 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis comPetitive conditions united kingdom In the U.K., the Company has strong market positions for payout annuities, wealth management and group risk, where it is a market leader. Combined sales from the onshore and international wealth management businesses put Canada Life as one of the top single investment premium bond providers in the U.K. The market for payout annuities continued to grow in 2019. Due to a regulatory initiative, the Company has benefited from an increase in the proportion of customers seeking the best price in the open market. This has increased the proportion of customers buying annuities through financial advisors, which are the Company’s primary distribution channel. The Company continues to offer both standard and enhanced annuities as well as investment based pension and drawdown products for customers wanting to take advantage of the greater pension flexibility introduced in recent years. The Company expects further growth in the retirement retail market and is well placed to continue to grow in this market, supported by the expertise and addition of equity release mortgages gained through the Retirement Advantage purchase in 2018. The equity release mortgage sector is becoming an increasingly important part of the retirement retail market and is expected to be an area of growth. The Company also offers bulk annuities aimed at trustees of defined benefits plans who want to insure pension annuities in payment. This is a large market and demand from trustees remains strong. The market is expected to grow as pension plan funding improves and trustees consider ways to reduce risk. With expertise and experience in longevity and investment products, the Company is well placed to continue to grow bulk annuity new business. In international wealth management operations, there was market growth of 7% during the year. Continued efforts to increase sales within the retail market along with strong sales from the institutional sector of the market resulted in total sales of £1.4 billion for 2019. Future estate planning continues to be an area of focus for U.K. advisors and Canada Life International remains one of the leading companies in this sector of the market. ireLand The Company continues to be the largest life assurance company in Ireland with a market share of 34% as at June 30, 2019. Irish Life follows a multi-channel distribution strategy with the largest broker distribution network, the largest direct sales force and the largest Bancassurance distribution network where it has tied relationships with five banks. Irish Life Investment Managers is one of Ireland’s largest institutional fund managers with approximately €85 billion of assets under management, including funds managed for other companies within the Lifeco group, as at December 31, 2019. During 2019, in addition to maintaining its market leading position in Ireland, ILIM continued to expand its global footprint with international assets under management growth through new institutional relationships and mandates. Setanta Asset Management, a subsidiary of the Company, manages assets for a number of institutional clients, both third- party institutions as well as for companies in the Lifeco group and has approximately €12 billion of assets under management as at December 31, 2019. The Company operates its Irish health insurance business under the Irish Life Health brand, where it has a top three position. germany The Company has established a leading position among providers of products to the German independent intermediary market. The Company is among the top six providers in the independent intermediary market through continuous product, technology and service improvements and sales have grown 9% in 2019. The market for traditional German insurance products has been challenging following the introduction of Solvency II in 2016 combined with the continued low interest rate environment. This new environment is moving German insurance providers to offer hybrid and lighter guarantee products which provides increased competition in the Canada Life product categories. reinsurance In the U.S. life reinsurance market, insurers continue to view reinsurance as an important tool for risk and capital management. Several competitors are now focusing on growing their market share, which resulted increased competition. However, an independent industry survey released in November 2019 confirmed that the Company remains one of the top two providers of risk and capital management solutions in the U.S. market. in The Company has also had success in traditional life reinsurance as the number of remaining life reinsurers is declining due to consolidation and clients valuing diversification of reinsurers. The Company’s financial strength and ability to offer risk and capital solutions and traditional mortality reinsurance continues to be a competitive advantage. In Europe, Solvency II dominates the regulatory landscape and interest in capital relief transactions that produce capital benefits continues to grow. Demand for longevity reinsurance remains very strong in the U.K., the Netherlands in particular and some other continental European countries. As a result, there are now more reinsurers participating in this market, but even so, demand for longevity coverage continues to be strong. Great-West Lifeco Inc. 2019 Annual Report 59 Management’s Discussion and Analysis Selected consolidated financial information – Europe Premiums and deposits (1) Fee and other income Net earnings – common shareholders Adjusted net earnings – common shareholders (1) Total assets Proprietary mutual funds and institutional assets (1) Total assets under management (1) Other assets under administration (1) Total assets under administration (1) (2) For the three months ended For the twelve months ended Dec. 31 2019 $ 52,817 1,548 1,390 1,382 $ Dec. 31 2018 40,489 1,480 1,311 1,367 Dec. 31 2019 $ 12,387 379 452 444 $ 189,251 56,261 245,512 48,738 Sept. 30 2019 Dec. 31 2018 $ 11,694 384 357 357 $ 10,357 348 349 349 $ 185,387 51,389 $ 180,842 40,375 236,776 46,040 221,217 45,024 $ 294,250 $ 282,816 $ 266,241 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) At December 31, 2019, total assets under administration excludes $8.4 billion of assets managed for other business units within the Lifeco group of companies ($8.2 billion at September 30, 2019 and $7.8 billion at December 31, 2018). Net earnings – common shareholders Insurance & Annuities Reinsurance Europe Corporate (1) Net earnings – common shareholders Adjustments (1) Net gain on Scottish Friendly transaction Restructuring costs For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ $ $ 334 124 (6) 452 (8) – $ $ 306 55 (4) 357 – – 271 89 (11) 349 – – $ 1,050 353 (13) $ 1,036 377 (102) $ 1,390 $ 1,311 (8) – – 56 Adjusted net earnings – common shareholders (1) $ 444 $ 357 $ 349 $ 1,382 $ 1,367 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. 2019 developMents • On January 31, 2020, the U.K. left the European Union (EU) and entered a transition arrangement that will last until the end of 2020. The Company’s U.K. and other European businesses have taken the necessary steps to handle the immediate impacts of Brexit and will continue to monitor any further steps that may become necessary as the U.K. and Europe negotiate their future relationship. While market volatility continues, it is not expected to have a material impact on the Company’s financial results as the Company’s businesses are principally domestic to the countries where they are based. • In 2018, Canada Life Limited, an indirect wholly-owned U.K. subsidiary of the Company, announced an agreement to sell a heritage block of individual policies to Scottish Friendly, comprised of unit-linked policies and non unit-linked policies. On October 22, 2019, the required court approval for the transfer of these policies was received and this transfer occurred, effective November 1, 2019. In the fourth quarter of 2019, the Company recognized a gain of $8 million after-tax related to this transaction which is included in the Europe Corporate results. • As of December 31, 2019, £14 million of pre-tax annualized expense reductions have been achieved relating to the U.K. restructuring program compared to £11 million at September 30, 2019. The Company remains on track to achieve targeted annual expense reductions of £20 million pre-tax by the end of the fourth quarter of 2020 from various sources including systems and process improvements and a reduction in headcount. 60 Great-West Lifeco Inc. 2019 Annual Report • Subsequent to December 31, 2019, on February 3, 2020, Irish Life, through its subsidiary Invesco Limited, completed the acquisition of Acumen & Trust DAC, an Irish financial services consultancy firm expanding into the areas of employee benefits consulting and individual financial advice. • Subsequent to December 31, 2019, on February 10, 2020, Irish Life announced the sale of Irish Progressive Services International Limited, a wholly owned subsidiary whose principal activity is the provision of outsourced administration services for life assurance companies, to a member of the FNZ group of companies. The proposed transaction will be subject to customary closing conditions including receipt of required regulatory approvals and is expected to be completed in the second half of 2020. The Company expects to recognize a gain related to this transaction. This business did not have a material impact on the Company’s net earnings for the twelve months ended December 31, 2019. • On October 21, 2019, the Company’s German business completed its acquisition of an interest in Jung DMS & Cie AG (JDC), one of the leading broker pools in Germany. While the transaction is not expected to have a material impact on the Company’s financial results, it expands the Company’s footprint in the German market. Management’s Discussion and Analysis • During the fourth quarter of 2019, Irish Life Investment Managers announced the conversion of their entire discretionary book of assets under management (€15 billion) to a responsible investment approach, which explicitly considers Environmental, Social and Governance (ESG) factors in the investment approach, the first investment manager in Europe to do so. • In October 2018, the Company rebranded Retirement Advantage (the trading name of MGM Advantage Life Limited) as Canada Life and announced the intention to transfer the legal ownership of all insurance policies written by MGM Advantage Life Limited to Canada Life Limited. The Part VII transfer was approved on December 18, 2019, and the legal transfer of the Retirement Advantage business took place on January 1, 2020. • On December 18, 2019, the Reinsurance business unit entered into a long-term longevity reinsurance agreement with an insurance company in the Netherlands. The agreement covers approximately €12 billion of pension liabilities and close to 200,000 pensioners. In exchange for ongoing premium payments, the Company will pay the actual benefit obligations incurred by the insurance company. • During the fourth quarter of 2019, the Company received the following awards: º At the International Investment Awards, Canada Life International received Best International Life Group (U.K.), Best International Portfolio Bond for the Premiere Account, Best International Trust and Estate Planning for the Wealth Preservation Account and Best International Savings Plan for the Offshore Savings Account. º At the 2019 Irish Pensions Awards, Irish Life Investment Managers won “Investment Manager of the Year” for the fifth time in eight years, while Setanta Asset Management won “Equities Manager of the Year” for the second consecutive year. Additionally, Irish Life Investment Managers won “Property Investment/Fund Managers of the Year” at the 2019 KPMG Irish Independent Property Industry Excellence Awards. º Focus Money awarded the best insurer’s financial strength rating to Canada Life Assurance Europe plc and best available Product Rating (FFF+) from Franke & Bornberg for the Company’s German Essential ability product Premium Grundfähigkeitsschutz. Business units – europe insurance & annuities oPerating resuLts Premiums and deposits (1) (2) Sales (1) (2) Fee and other income Net earnings For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ 7,931 6,566 377 334 $ 7,596 7,098 382 306 $ 6,485 5,972 345 271 Dec. 31 2019 $ 35,374 31,976 1,539 1,050 $ Dec. 31 2018 26,985 24,481 1,467 1,036 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (2) For the three and twelve months ended December 31, 2019, premiums and deposits and sales exclude $0.1 billion and $0.8 billion, respectively, of assets managed for other business units within the Lifeco group of companies ($0.4 billion and $0.9 billion for the three and twelve months ended December 31, 2018 and $0.3 billion for the three months ended September 30, 2019). Premiums and deposits Sales Premiums and deposits for the fourth quarter of 2019 increased by $1.4 billion to $7.9 billion compared to the same quarter last year, primarily due to higher fund management sales in Ireland, partially offset by lower pension sales in Ireland. Sales for the fourth quarter of 2019 increased by $0.6 billion to $6.6 billion compared to the same quarter last year, primarily due to higher fund management sales in Ireland, partially offset by lower pension sales in Ireland. For the twelve months ended December 31, 2019, premiums and deposits increased by $8.4 billion to $35.4 billion compared to the same period last year, primarily due to higher fund management sales in Ireland, partially offset by lower bulk annuity sales in the U.K., lower pension sales in Ireland and the impact of currency movement. Premiums and deposits for the fourth quarter of 2019 increased by $0.3 billion compared to the previous quarter, primarily due to an increase in fund management sales and higher pension sales in Ireland, partially offset by lower bulk annuity sales in the U.K. For the twelve months ended December 31, 2019, sales increased by $7.5 billion to $32.0 billion compared to the same period last year, primarily due to higher fund management sales in Ireland and higher wealth management sales in the U.K. These items were partially offset by lower bulk annuity sales in the U.K., lower retail and pension sales in Ireland and the impact of currency movement. Sales for the fourth quarter of 2019 decreased by $0.5 billion compared to the previous quarter, primarily due to lower fund management sales in Ireland and lower bulk annuity sales in the U.K., partially offset by higher Ireland retail sales. Great-West Lifeco Inc. 2019 Annual Report 61 Management’s Discussion and Analysis Fee and other income Fee and other income for the fourth quarter of 2019 increased by $32 million to $377 million compared to the same quarter last year, primarily due to higher management fees in Ireland and Germany and higher investment related fee income in Ireland partially offset by lower management fees in the U.K. resulting from the policies sold to Scottish Friendly and the impact of currency movement. For the twelve months ended December 31, 2019, fee and other income increased by $72 million to $1,539 million compared to the same period last year. The increase was primarily due to higher management fees in Ireland and Germany and higher investment related fee income in Ireland, partially offset by lower other income in Ireland, lower management fees in the U.K., and the impact of currency movement. Fee and other income for fourth quarter of 2019 decreased by $5 million compared to the previous quarter, primarily due to lower management fees in the U.K., partially offset by higher management fee income in Germany. Net earnings Net earnings for the fourth quarter of 2019 increased by $63 million to $334 million compared to the same quarter last year. The increase was primarily due to the resolution of an outstanding issue with a foreign tax authority and higher contributions from investment experience, partially offset by adverse morbidity experience in Ireland. To address the evidence of an adverse trend in claims in Ireland, pricing action has been taken during 2019, which will take effect in 2020, and the Company will continue to monitor its progress. Net earnings for the twelve months ended December 31, 2019 increased by $14 million to $1,050 million compared to the same period last year. The increase was primarily due to higher contributions from investment experience, which included the impact of bond and mortgage upgrades in 2019, higher realized gains on surplus assets, favourable impact of new business, favourable mortality experience in the U.K. and the impact of changes to certain tax estimates, including the resolution of an outstanding issue with a foreign tax authority. The increase was partially offset by the impact of impairment charges on mortgage loans and reductions in expected property cash flows primarily associated with a U.K. retail tenant entering a prepackaged administration, lower contributions from insurance contract liability basis changes and adverse morbidity experience in Ireland. Net earnings for the fourth quarter of 2019 increased by $28 million compared to the previous quarter, primarily due to the resolution of an outstanding tax issue with a foreign tax authority and higher contributions from investment experience, partially offset by lower contributions from insurance contract liability basis changes. 62 Great-West Lifeco Inc. 2019 Annual Report outLook – insurance & annuities Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. United Kingdom – The outlook for the retail payout annuities market in 2020 is for modest growth. Since April 2015, individuals in have had greater flexibility for accessing their savings retirement. As expected, some individuals have chosen to remain invested in the market while drawing a pension income rather than buying a payout annuity. However, the Company expects that the attractiveness of guaranteed income from annuities will remain a key part of customers’ retirement planning in the future and the Company sees the opportunity to grow its payout annuity business in line with the expected growth in the overall retirement market. The Retirement Advantage acquisition in early 2018 created a strong platform for growth in the U.K.’s growing equity release and retirement income markets. The Company will continue to develop products for individuals who require additional pension flexibility. The overall size of the retirement market continues to grow as more employers transition from defined benefit to defined contribution pension plans, with significant growth expected in equity release, pension consolidation and income drawdown. The Company will also look to further develop its presence in the bulk annuity market where trustees of defined benefit schemes want to remove longevity risk by insuring its pension liabilities near to or already in payment. Canada Life continues to be a key player in the single premium investment bond marketplace. It will continue to develop its presence in both the international and onshore market segments. The Company’s distribution strategy for onshore will remain focused on financial advisors. In the international wealth management segment, the outlook for 2020 is cautiously optimistic with an expectation that the market will continue to grow. The majority of the Company’s business growth is expected to be through discretionary fund management wealth advisors, the retail market and through tax and estate planning products. The outlook for the group risk operation remains positive and has benefited from additional risk business as a result of the U.K. Government’s Pensions Auto Enrollment initiative in the workplace, which commenced in October 2012 and completed in 2018. Larger Canada Life plans have grown, as the pension legislation increased the membership of the associated group plans. The Company expects the expansion of the existing customer base experienced in recent years will moderate as employers have implemented the changes required by the legislation. The Company’s group operations will continue to maintain new pricing discipline, reflecting the current low interest rate environment. The Prudential Regulation Authority (PRA) granted approval for Canada Life to use an internally designed, Partial Internal Model (PIM) to calculate its capital requirement under the Solvency II regulatory regime with effect from December 31, 2019. This replaces the industry-standard, Standard Formula approach, and results in a more risk sensitive and appropriate Solvency II capital treatment to support the growth of the businesses going forward. Following the acquisition of U.K. financial services provider Retirement Advantage in 2018, final court approval for the legal transfer of the insurance business into Canada Life Limited was granted in December 2019. Going forward this will deliver further synergies and savings, as well as continuing to provide an enhanced product offering to customers. Management’s Discussion and Analysis Ireland – The Irish economy continues to perform positively with expected gross domestic product (GDP) growth of 5% in 2019, and projected to trend at 3% in 2020. Economic forecasts for 2020 remain impacted by Brexit, though the reduced risk of a disorderly transition has eased concerns. Unemployment rates at 5% are the lowest since January 2007. Consumer sentiment remains cautious, but improved notably in the later months of 2019. Attitudes of Irish households towards savings and investment declined in the fourth quarter of 2019, reflecting the low interest rate environment for savings and uncertainty in the investment outlook. Irish Life’s vision is to be “Ireland’s home of Health and Wealth”, strengthening and expanding its position as the largest assurance company in Ireland and accelerating growth profitability across its retail, corporate, health and investment management businesses its multi-channel distribution strategy within a following competitive market. Supporting this is Irish Life’s ExO Innovation Hub (ExO) with a mission to secure and further the evolution of technology and digital solutions at the heart of the organization. The collaborative and symbiotic influence of ExO in Irish Life ensures all products, digital and offline, better match actual needs and wants of the customer. Germany – The outlook for the German business continues to be positive and the Company expects continued growth in assets under management and its share of the market during 2020. The Company is positioning itself to further strengthen its presence in product development, through continued distribution technology and service improvements. 2019 saw the roll-out of a new administration platform that will allow the business to support its customers more effectively and to expand the Company’s share of the group pensions market. investments reinsurance oPerating resuLts Premiums and deposits (1) Fee and other income Net earnings For the three months ended For the twelve months ended Dec. 31 2019 $ 4,456 2 124 Sept. 30 2019 Dec. 31 2018 $ 4,098 2 55 $ 3,872 3 89 Dec. 31 2019 $ 17,443 9 353 Dec. 31 2018 $ 13,504 13 377 (1) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Premiums and deposits Net earnings Reinsurance premiums can vary significantly from period to period depending on the terms of underlying treaties. For certain life reinsurance transactions, premiums will vary based on the form of the transaction. Treaties where insurance contract liabilities are assumed on a proportionate basis will typically have significantly higher premiums than treaties where claims are not incurred by the reinsurer until a threshold is exceeded. Earnings are not directly correlated to premiums received. Net earnings for the fourth quarter of 2019 increased by $35 million to $124 million compared to the same quarter last year. The increase was primarily due to favourable impacts from new business, which included the initial impact of the new €12 billion long-term longevity reinsurance agreement, and higher business volumes, partially offset by lower contributions from insurance contract liability basis changes and less favourable claims experience in the life and annuity business. For the twelve months ended December 31, 2019, net earnings decreased by $24 million to $353 million compared to the same period last year, primarily due to less favourable claims experience in the life and annuity business and lower contributions from insurance contract liability basis changes, partially offset by higher business volumes and favourable initial impacts from new business. Net earnings for the fourth quarter of 2019 increased by $69 million compared to the previous quarter, primarily due to favourable initial impacts from new business and higher business volumes. Premiums and deposits for the fourth quarter of 2019 increased from $3.9 billion to $4.5 billion compared to the same quarter last year. The increase was primarily due to new reinsurance agreements and higher volumes relating to existing business. For the twelve months ended December 31, 2019, premiums and deposits increased by $3.9 billion to $17.4 billion compared to the same period last year, primarily due to the same reasons discussed for the in-quarter results. Premiums and deposits for the fourth quarter of 2019 increased by $0.4 billion compared to the previous quarter, primarily due to the same reasons discussed for the in-quarter results. Fee and other income Fee and other income for the fourth quarter of 2019 of $2 million was comparable to the previous quarter and the prior year. For the twelve months ended December 31, 2019, fee and other income decreased by $4 million to $9 million compared to the same period last year, primarily due to restructured reinsurance agreements. Great-West Lifeco Inc. 2019 Annual Report 63 Management’s Discussion and Analysis outLook – reinsurance Refer to Cautionary Note regarding Forward-looking Information and Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document. euroPe corPorate The Europe Corporate account includes financing charges and the impact of certain non-continuing items as well as the results for the legacy international businesses. The U.S. life reinsurance industry is focused on accessing certain demographics, including the low to middle income families market. If the industry is successful, this could create renewed growth, otherwise expected sales and volume will remain stable. In Europe, low interest rates and the associated financial impact on reserve and capital positions under Solvency II is a key market dynamic. The Company’s reinsurance business unit continues to help European clients and other affiliated companies meet these capital challenges through innovative reinsurance solutions. Demand for longevity reinsurance remains very strong and will remain a focus for 2020. 2019 was the third consecutive year of significant hurricane and typhoon events. The Company expects 2020 retrocessional pricing to continue to increase. Insurance linked securities capacity is expected to be slightly down due to trapped collateral from 2017 to 2019 events. The Company’s primary focus for 2020 will be to continue to support the core client base with prudent attachment levels and risk adjusted premiums. In the fourth quarter of 2019, Europe Corporate had a net loss of $6 million compared to a net loss of $11 million for the same period last year. Excluding the net gain on the Scottish Friendly transaction of $8 million, the adjusted net loss of $14 million was comparable to the same quarter last year. For the twelve months ended December 31, 2019, Europe Corporate had a net loss of $13 million compared to $102 million for the same period last year. Included in the 2018 year-to-date results were $56 million of restructuring costs related to the U.K. operations. Excluding this item and the net gain on the Scottish Friendly transaction discussed for the in-quarter results, the adjusted net loss decreased by $25 million primarily due to lower strategic and business development expenses. For the three months ended December 31, 2019, Europe Corporate had a net loss of $6 million compared to $4 million for the previous quarter. Excluding the net gain on the Scottish Friendly transaction discussed for the in-quarter results, the adjusted net loss increased by $10 million primarily to negative contributions from insurance contract liability basis changes associated with the legacy international business. l i F e C o C o r p o r at e o p e r at i n g r e s u lt s The Lifeco Corporate segment includes operating results for activities of Lifeco that are not associated with the major business units of the Company. The net loss for the twelve months ended December 31, 2019 was $21 million compared to a net loss of $13 million for the same period last year, primarily due to lower net investment income. The net loss for the three months ended December 31, 2019 was $6 million compared to a net loss of $4 million for the same period last year, primarily due to lower net investment income, partially offset by lower operating expenses. The net loss for the three months ended December 31, 2019 was $6 million compared to a net loss of $4 million for the previous quarter, primarily due to higher operating expenses. 64 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis r i s k M a n a g e M e n t overview As a diverse financial services company, the effective management of risk is integral to the success of the Company’s business. The Company is committed to a comprehensive system of risk management, which is embedded across all business activities, operated through a three lines of defence organization and overseen by the Board of Directors. The Company’s three lines of defence include business unit and support functions, oversight functions including the risk function and the Company’s internal audit function. The Company has a prudent and measured approach to risk management. This approach is built on a strong risk culture and is guided by an integrated Enterprise Risk Management (ERM) Framework. The Company’s ERM Framework facilitates the alignment of business strategy with risk appetite, informs and improves the deployment of capital; and supports the identification, mitigation and management of exposure to possible losses and risks. The Company’s Risk Function is responsible for the Risk Appetite Framework (RAF), the supporting risk policies and risk limit structure, and provides independent risk oversight across the Company’s operations. There are three main sections to this Risk Management disclosure: ERM Framework, Risk Management and Control Practices and Exposures and Sensitivities. enterprise risk ManageMent FraMework The Company’s Board and Management Committees provide oversight of the ERM Framework which is comprised of five components: Risk Culture, Risk Governance, RAF, Risk Processes and Risk Infrastructure & Policies. risk cuLture Risk culture is defined as the system of values and behaviours which reflect the Company’s collective sense of responsibility to fulfill its promises and safeguard the Company’s financial strength and reputation while growing shareholder value. This culture reflects the Company’s commitment to treat customers fairly and support open communication and ethical behaviour. This culture is instilled through a mindset of risk awareness as demonstrated by: • Consistent tone from the Board of Directors and senior management in respect of behavioural and ethical expectations; • Recognition that risk is inherent in the Company’s business success and reflects opportunity when appropriately managed; • Common commitment throughout the Company to the importance of continuous management of risk, including clear accountability for and ownership of specific risks and risk areas; • Rewarding positive risk taking and management behaviours while challenging and remediating those that are inappropriate; • Encouragement of risk event reporting and the presence of robust whistleblowing processes, actively seeking to learn from mistakes; and • Recognition that risk management skills and knowledge are valued, encouraged and developed, throughout the Company and supported by an appropriately resourced Risk Function. risk governance Risk governance sets out the roles and responsibilities for the Board of Directors (Board) and Board Committees. Board of Directors The mandate of the Board, which it discharges directly or through one of its Committees, is to supervise the management of the business and affairs of the Company. The Board is ultimately accountable and responsible for the governance and oversight of risk throughout the Company. The Board annually approves the strategic goals, objectives, plans and initiatives for Lifeco and in so doing reviews the risks associated with Lifeco’s diverse business, strategic goals and high priority initiatives. Key risk responsibilities include: • Approving the RAF and ERM Policy; • Monitoring the implementation and maintenance by management of appropriate systems, policies, procedures and controls to manage the risks associated with the Company’s businesses and operations; • Annually approving Lifeco’s business, financial and capital plans and monitoring the implementation by management thereof; • Upon the recommendation of the Risk Committee, adopting a Code of Conduct applicable to Directors, officers and employees of the Company; and • Periodically support approving policies designed independence of the Internal Audit, Risk, Finance, Actuarial and Compliance oversight functions. to Great-West Lifeco Inc. 2019 Annual Report 65 Governance and Nominating Committee – The primary mandate of the Governance and Nominating Committee is to oversee the Company’s approach to governance matters, to recommend to the Board effective corporate governance policies and processes, to assess the effectiveness of the Board, Board Committees and the Directors and to recommend to the Board candidates for election as Directors and candidates for appointment to Board Committees. Human Resources Committee – The primary mandate of the Human Resources Committee is to support the Board in its oversight of compensation, talent management and succession planning. This includes the responsibility to approve compensation policies, to review the designs of major compensation programs, to approve compensation arrangements and any benefit or perquisite plan for senior executives of the Company and to recommend to the Board compensation arrangements for the Directors and for the President and Chief Executive Officer. The mandate also includes the responsibility to review succession plans for the President and Chief Executive Officer and other senior executives, to review talent management programs and initiatives and to review the leadership capabilities required to support the advancement of the Company’s strategic objectives. The Human Resources Committee is also responsible for considering the implications of the risks associated with the Company’s compensation policies, plans and practices and in doing so meets annually with the Chief Risk Officer. The Human Resources Committee also meets with the Risk Committee on an as needed basis. Investment Committee – The primary mandate of the Investment Committee is to oversee the Company’s global investment strategy and activities, including approving the Company’s Investment Policy and monitoring the Company’s compliance with the Investment Policy. The mandate also includes reviewing the Company’s annual investment plan and monitoring emerging risks, market trends and performance, investment regulatory issues and any other matters relevant to the oversight of the Company’s global investment function. Management’s Discussion and Analysis Risk Committee The Risk Committee of the Board of Directors is responsible for assisting the Board with risk management oversight and governance throughout the Company. The Risk Committee’s responsibilities include: • Review and oversight of the ERM Policy and RAF; • Review, approval and oversight of the credit, market, insurance, operational, conduct, strategic and other risk policies; • Approval of the risk limit framework, associated risk limits and monitoring adherence to those limits; • Approval of the organizational structure and resources of the risk management and compliance functions; • Evaluation of the Company’s risk culture; • Discussion of the risks in aggregate and by type of risk; • Review relevant reports including stress testing and financial condition testing; • Review and approval of the Own Risk and Solvency Assessment (ORSA) Report; • Periodically approve the recovery plan playbook; • Review of the risk impact of business strategies, capital plans, financial plans and the new business initiatives; • Review and assessment of the performance of the Company’s Chief Risk Officer (CRO) and Chief Compliance Officer (CCO); • Monitoring compliance with the Company’s Code of Conduct; • Periodic consideration and input regarding the relationships between risk and compensation; and • Review and assessment of the effectiveness of risk management across the Company including processes to ensure effective identification, measurement, management, monitoring and reporting on significant current and emerging risks. The Risk Committee is required to meet, at least annually, with the Audit Committee and with the Company’s Chief Internal Auditor. Members of the Risk Committee are independent of management. Audit Committee – The primary mandate of the Audit Committee is to review the financial statements of the Company and public disclosure documents containing financial information and to report on such review to the Board, to be satisfied that adequate procedures are in place for the review of the Company’s public disclosure documents that contain financial information and to oversee the work and review the independence of the external auditor. The Audit Committee is also responsible for reviewing, evaluating and approving the internal control procedures that are implemented and maintained by management. The Audit Committee is required to meet, at least annually, with the Risk Committee. Conduct Review Committee – The primary mandate of the Conduct Review Committee is to require management to establish satisfactory procedures for the consideration and approval of transactions with related parties and to review and, if deemed appropriate, to approve related party transactions in accordance with such procedures. 66 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Senior Management Risk Committees The Executive Risk Management Committee (ERMC) is the primary senior management committee that oversees all forms of risk and the implementation of the ERM Framework. The members are the CEO, the heads of each major Business Segment, the heads of key oversight functions and heads of support functions as appropriate. The Board Risk Committee delegates authority for the approval and management of lower level risk limits to the ERMC. The Company’s CRO leads the Risk Function and chairs the ERMC. Its responsibilities include reviewing compliance with the RAF, risk policies and risk standards. It also assesses the risk impact of business strategies, capital and financial plans, and material initiatives. The following three enterprise-wide sub-committees, chaired by the Risk Function, report to the ERMC to provide advice and recommendations on each of the key risk categories: • Market and Credit Risk Committee • Insurance Risk Committee • Operational Risk Committee The oversight responsibilities of the above committees include identification, measurement, management, monitoring and reporting of their respective risks. Accountabilities The Company has adopted a Three Lines of Defence model to clearly segregate risk management and risk oversight responsibilities and applies the ERM Framework rigorously across the enterprise: • First Line: Business units and business support functions, Investment Management, Human Resources, including Information Services and Legal, are the ultimate owners of the risk and have primary risk management as well as risk- taking responsibility and accountability through day-to-day operations within ongoing business process; • Second Line: The Risk Function has the primary and overall responsibility and accountability for independent oversight of risk-taking and risk management of the first line of defence. In this role, the Risk Function receives support from other oversight functions including Actuarial, Compliance and Finance; and • Third Line: Internal Audit is responsible for independent assurance of the adequacy of the design and operational effectiveness of the Company’s ERM Framework. The Company’s CRO reports directly, both to the President and Chief Executive Officer and to the Board Risk Committee. The CRO is responsible for ensuring that the Risk Function is appropriately resourced and effective in executing its responsibilities. The accountabilities of the CRO include reporting on compliance with the ERM Policy and RAF as well as for escalating matters that require attention. Regional ERMCs monitor all risk categories for businesses and operations within their respective business segments. Risk resources and capabilities are aligned with the Company’s business segments and operating units. Further support is provided by centrally based risk areas of expertise. Although the Company takes steps to anticipate and minimize risks in general, no risk management framework can guarantee that all risks will be identified, appreciated or mitigated effectively. Unforeseen future events may have a negative impact on the Company’s business, financial condition and results of operations. risk aPPetite framework The Company has an articulated Risk Appetite Framework (RAF) that includes the following elements along with the associated governance structure: • Risk Strategy: Risk philosophy of the Company that links to the business strategy • Risk Appetite Statement: Qualitative reflection of the aggregate level of risk and types of risk that the Company is willing to accept to achieve its business objective • Risk Preference: Qualitative description of risk tolerances • Risk Limit Framework: Quantitative components of the RAF including breach and escalation process Risk Strategy The Company’s business strategy is aligned with its risk strategy and risk appetite. The risk strategy supports the Company’s main objectives to keep its commitments while growing shareholder value. The risk strategy requires: • diversification of products and services, customers, distribution channels and geographies; • a prudent and measured approach to risk-taking, • resilience of business operations and sustainable growth, • conducting business to safeguard the Company’s reputation and deliver fair customer outcomes through maintaining high standards of integrity based on the Code of Conduct and sound sales and marketing practices, and • generating returns to grow shareholder value through profitable and growing operations while maintaining a strong balance sheet. Risk Appetite Statement The Company’s Risk Appetite Statement has four key components: • Strong Capital Position: The Company intends to maintain a strong balance sheet and not take risks that would jeopardize its financial strength; • Mitigated Earnings Volatility: The Company seeks to avoid substantial earnings volatility through appropriate diversification and limiting exposure to more volatile lines of business; • Strong Liquidity: The Company intends to maintain a high quality, diversified investment portfolio with sufficient liquidity to meet the demands of policyholder and financing obligations under normal and stressed conditions; and • Treating Customers Fairly and Maintaining the Company’s Reputation: The Company considers, across all business activities and operations, the potential impact on its reputation. This includes building and maintaining trust with the Company’s customers and other stakeholders. Risk Preference The Company has established qualitative risk preferences for each risk type. Each risk is assigned a risk preference level, in the context of understanding and managing these risk. The current level of exposure is regularly measured and risk tolerances are expressed quantitatively through actual constraints to the Company’s risk profile within pre-agreed limits. Maximum guidelines are established to monitor risk concentration and inform the risk limit setting process. Great-West Lifeco Inc. 2019 Annual Report 67 Management’s Discussion and Analysis Risk Limit Framework Risk Monitoring, Reporting and Escalation Risk monitoring relates to ongoing oversight and tracking of the Company’s risk exposures, ensuring that the risk management approaches in place remain effective. Monitoring may also identify risk-taking opportunities. Risk reporting presents an accurate and timely picture of existing and emerging risk issues and exposures as well as their potential impact on business activities. Reporting highlights the risk profile relative to the risk appetite and associated risk limits. A clearly defined escalation protocol has been established in respect of breaches of the RAF, risk policies, operating standards and guidelines. Remediation plans are reviewed by the Risk Function and escalated to designated management and Board committees. risk infrastructure and PoLicies The Company’s organization and infrastructure is established to provide resources and risk systems to support adequate and appropriate risk policies, operating standards and guidelines and processes. The Company takes a consistent approach to risk management is taken across key risk types. The Company has codified its procedures and operations related to risk management and oversight requirements in a set of guiding documents composed of risk policies, operating standards and associated guidelines. This comprehensive documentation framework provides detailed and effective guidance across all risk management processes. These documents enable a consistent approach to risk management and oversight across the Company’s businesses and are reviewed and approved regularly, in accordance with an established authority hierarchy, by the Board of Directors, the Board Risk Committee or a senior management committee. Similar policy structures have been developed and are maintained by each region. A comprehensive structure of risk limits and controls is in place across the Company. Enterprise risk limits are further broken down by business unit and risk type. The limit structure is accompanied by comprehensive limit approval and breach management processes to ensure effective governance and oversight of the RAF. The Company and its subsidiaries are subject to various regulatory regimes. The capital requirements under these regulatory capital regimes are reflected in the development of risk limits. Business units are responsible for operating within the risk appetite and the risk limit framework and satisfying local needs as required. risk Processes Risk processes follow a cycle of identification, measurement, management, monitoring and reporting and are designed to ensure both current and emerging risks are assessed against the RAF. Risk Identification, Measurement and Management Risk identification requires the structured analysis of the current and emerging risks facing the Company, so that they are understood and appropriately controlled. Processes are designed to ensure risks are considered, assessed, prioritized and addressed in all business initiatives and changes, including investment strategies, product design, significant transactions, annual planning and budgeting as well as potential business acquisitions and disposals. Risk measurement provides the means to quantify and assess the Company’s risk profile and monitor the profile against the risk limits. Any material new business development or change in strategy warrants an independent assessment of risk and potential impact on reputation, in addition to measurement of the impact on capital, earnings and liquidity. Stress and scenario testing is used to evaluate risk exposures against the risk appetite. Sensitivity testing of key risks is used to evaluate the impact of risk exposures independent of other risks. Scenario testing is used to evaluate the combined impact of multiple risk exposures. The Company has processes in place to identify risk exposures on an ongoing basis and, where appropriate, develops mitigation strategies to proactively manage these risks. Effective risk management requires the selection and implementation of approaches to accept, reject, transfer, avoid or control risk, including mitigation plans. It is based on a control framework that includes risk limits, Key Risk Indicators (KRIs) and stress and scenario testing to ensure appropriate escalation and resolution of potential issues in a timely manner. A key responsibility of the Risk Function is to ensure that the risk appetite is applied consistently across the Company and that limits are established to ensure that risk exposures comply with the risk appetite and Company-wide risk policies. 68 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis r i s k M a n a g e M e n t a n d C o n t r o l p r a C t i C e s The Company’s risk profile is impacted by a variety of risks and its risk management and independent oversight processes are tailored to the type, volatility and magnitude of each risk. The Company has defined specific risk management and oversight processes for risks, broadly grouped in the following categories: 1. Market and Liquidity Risk 2. Credit Risk 3. Insurance Risk 4. Operational Risk 5. Conduct Risk 6. Strategic Risk Market and liquidity risk risk descriPtion Market risk is the risk of loss resulting from potential changes in market rates, prices or liquidity in various markets such as for interest rates, real estate, currency, common shares and commodities. Exposure to this risk results from business activities including investment transactions which create on-balance sheet and off-balance sheet positions. Liquidity risk is the risk of the Company’s inability to generate the necessary funds to meet its obligations as they come due, including off-balance sheet commitments and obligations. market and Liquidity risk management The Company’s Market Risk Policy sets out the market risk management framework and provides the principles for market risk management. This policy is supported by other policies and guidelines that provide detailed guidance. A governance structure has been implemented for the management of market risk. The business units, including Investment Management, are the ultimate owners of market risk and as such have primary responsibility for the identification, measurement, management, monitoring and reporting of market risk. The Company has established a senior management committee to provide oversight of market risk, which includes completing reviews and making recommendations regarding risk limits, the risk policy and associated compliance, breach management and mitigation pertaining to market risk. Each region has established oversight committees and operating committees to help manage market risk within the region. The Company has developed risk limits, KRIs and measures to support the management of market and liquidity risk in compliance with the Company’s RAF. The Risk Function works with the business units and other oversight functions to identify current and emerging market risks and take appropriate action, if required. The Company is willing to accept market risk and liquidity risk in certain circumstances as a consequence of its business model and seeks to mitigate the risk wherever practical. To reduce market risk, the Company uses a dynamic hedging program associated with segregated fund and variable annuity guarantees. This is supplemented by a general macro equity hedging program. Risks and risk management activities associated with the broad market and liquidity risk categories are detailed below. Interest Rate Risk Interest rate risk is the risk of loss resulting from the effect of the volatility and uncertainty of future interest rates on asset cash flows relative to liability cash flows and on assets backing surplus. This also includes changes in the amount and timing of cash flows related to asset and liability optionality, including interest rate guarantees and book value surrender benefits in the liabilities. The Company’s principal exposure to interest rate risk arises from certain general fund and segregated fund products. The Company’s Asset Liability Management (ALM) strategy has been designed to mitigate interest rate risks associated with general fund products, with close matching of asset cash flows and insurance and investment contract obligations. Products with similar risk characteristics are grouped together to ensure an effective aggregation and management of the Company’s ALM positions. Asset portfolios supporting insurance and investment contract liabilities are segmented to align with the duration and other characteristics (e.g. liquidity) of the associated liabilities. A prolonged period of low interest rates may adversely impact the Company’s earnings and regulatory capital and could impact the Company’s business strategy. During periods of prolonged low interest rates, investment earnings may be lower because the interest earned on new fixed income investments will likely have declined with the market interest rates, and hedging costs may increase. Also, early repayment on investments held such as mortgage-backed securities, asset-backed securities, and callable bonds, may be experienced and proceeds forced to be reinvested at lower yields, which will reduce investment margins. Crediting rates within general fund products are set prudently and a significant proportion of the Company’s portfolio of crediting rate products includes pass-through features, which allow for the risk and returns to be shared with policyholders. Asset management and related products permit redemptions; however, the Company attempts to mitigate this risk by establishing long-term customer relationships, built on a strategic customer focus and an emphasis on delivering strong fund performance. The Company has established dynamic hedging programs to hedge interest rate risk sensitivity associated with segregated fund and variable annuity guarantees. These hedging programs are designed to offset changes in the economic value of liabilities using derivative instruments. The Company’s approach to dynamic hedging of interest rate risk principally involves transacting in interest rate swaps. The hedge asset portfolios are dynamically rebalanced within approved thresholds and rebalancing criteria. Where the Company’s insurance and investment products have benefit or expense payments that are dependent on inflation (e.g. inflation-indexed annuities, pensions and disability claims), the Company generally invests in real return instruments to mitigate changes in the real dollar liability cash flows. Some protection against changes in the inflation index can be achieved, as any related change in the fair value of the assets will be largely offset by a similar change in the fair value of the liabilities. Great-West Lifeco Inc. 2019 Annual Report 69 the Europe segment; and to the British pound and the euro resulting from operations of business units within the Europe segment operating in the U.K., the Isle of Man, Ireland and Germany. In accordance with IFRS, foreign currency translation gains and losses from net investments in foreign operations, net of related hedging activities and tax effects, are recorded in accumulated other comprehensive income (loss). Strengthening or weakening of the Canadian dollar end-of-period market rate compared to the U.S. dollar, British pound and euro end-of-period market rates impacts the Company’s total share capital and surplus. Correspondingly, the Company’s book value per share and capital ratios monitored by rating agencies are also impacted. • A 5% appreciation (depreciation) of the average exchange rate of the Canadian dollar to each of the British pound, euro and U.S. dollar would increase (decrease) net earnings in 2019 by $41 million, $26 million and $3 million, respectively. • A 5% appreciation (depreciation) of the Canadian dollar end-of- period market rate compared to each of the U.S. dollar, British pound and euro end-of-period market rates would decrease (increase) the unrealized foreign currency translation gains, including the impact of instruments designated as hedges of net investments on foreign operations, in accumulated other comprehensive income (loss) of shareholders’ equity by approximately $311 million, $324 million and $135 million, respectively, as at December 31, 2019. Management may use forward foreign currency contracts and foreign denominated debt to mitigate the volatility arising from the movement of rates as they impact the translation of net investments in foreign operations. The Company uses non-IFRS financial measures such as constant currency calculations to assist in communicating the effect of currency translation fluctuation on financial results. Liquidity Risk The Company’s liquidity risk management framework and associated limits are designed to ensure that the Company can meet cash and collateral commitments as they fall due, both on an expected basis and under a severe liquidity stress. In the normal course of certain reinsurance business, the Company provides letters of credit (LCs) to other parties, or beneficiaries. A beneficiary will typically hold a LC as collateral to secure statutory credit for insurance and investment contract liabilities ceded to or amounts due from the Company. The Company may be required to seek collateral alternatives if it is unable to renew existing LCs at maturity. The Company monitors its use of LCs on a regular basis and assesses the ongoing availability of these and alternative forms of operating credit. The Company has contractual rights to reduce the amount of LCs issued to the LC beneficiaries for certain reinsurance treaties. The Company staggers the maturities of LCs to reduce the renewal risk. Management’s Discussion and Analysis Equity Risk Equity risk is the risk of loss resulting from the sensitivity of the value of assets, liabilities, financial instruments and fee revenue to changes in the level or in the volatility of market prices of common shares and real estate. This includes the equity risk associated with the Company’s general fund assets and investments on account of segregated fund policyholders. The Company’s principal exposure to equity risk arises from segregated funds and fee income associated with the Company’s assets under management. Approved investment and risk policies also provide for general fund investments in equity markets within defined limits. The Company has established dynamic hedging programs to hedge equity risk sensitivity associated with segregated fund and variable annuity guarantees. The hedging programs are designed to mitigate exposure to changes in the economic value of these liabilities using derivative instruments. The Company’s approach to dynamic hedging of equity risk principally involves the short selling of equity index futures. The hedge asset portfolios are dynamically rebalanced within approved thresholds and rebalancing criteria. The Company’s product-level hedging programs are supplemented by a general macro hedging strategy. For certain very long-dated liabilities it is not practical or efficient to closely match liability cash flows with fixed-income investments. Therefore, certain long-dated asset portfolios target an investment return sufficient to meet liability cash flows over the longer term. These liabilities are partially backed by a diversified portfolio of non-fixed income investments, including equity and real estate investments, in addition to long dated fixed-income instruments. Real estate losses can arise from fluctuations in the value of or future cash flows from the Company’s investments in real estate. The Company has established a macro equity hedging program. The objective of the program is to reduce the Company’s exposure to equity tail-risk and to maintain overall capital sensitivity to equity market movements within Board approved risk appetite limits. The program is designed to hedge a portion of the Company’s capital sensitivity due to movements in equity markets arising from sources outside of dynamically hedged segregated fund and variable annuity exposures. Foreign Exchange Risk Foreign exchange risk is the risk of loss resulting from changes in currency exchange rates against the reporting currency. The Company’s foreign exchange investment and risk management policies and practices are to match the currency of the Company’s general fund investments with the currency of the underlying insurance and liabilities. To enhance portfolio diversification and improve asset liability matching, the Company may use foreign exchange derivatives to mitigate currency exchange risk to the extent this is practical using forward contracts and swaps. investment contract The Company has net investments in foreign operations. As a result, the Company’s revenue, expenses and income denominated in currencies other than the Canadian dollar are subject to fluctuations due to the movement of the Canadian dollar against these currencies. Such fluctuations affect the Company’s financial results. The Company has exposures to the U.S. dollar resulting from the operations of Great-West Financial and Putnam in the United States segment and the Reinsurance business unit within 70 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Liquidity Cash, cash equivalents and short-term bonds $ 8,852 $ 7,795 December 31 2019 2018 Other liquid assets and marketable securities Government bonds Corporate bonds Common/Preferred shares (public) Residential mortgages – insured Total Cashable liability characteristics 30,865 41,792 9,766 4,141 33,443 46,378 8,873 4,530 $ 86,564 $ 93,224 $ 95,416 $ 101,019 December 31 2019 2018 Surrenderable insurance and investment contract liabilities (1) At market value At book value Total $ 21,606 $ 21,202 54,798 44,829 $ 66,435 $ 76,000 (1) Cashable liabilities include insurance and investment contract liabilities classified as held for sale. The carrying value of the Company’s liquid assets and marketable securities is approximately $95.4 billion or 1.4 times the Company’s surrenderable insurance and investment contract liabilities. The Company believes that it holds adequate and appropriate liquid assets to meet anticipated cash flow requirements as well as to meet cash flow needs under a severe liquidity stress. Approximately 57% (approximately 53% in 2018) of insurance and investment contract liabilities are non-cashable prior to maturity or claim, with a further 14% approximately (13% in 2018) of insurance and investment contract liabilities subject to fair value adjustments under certain conditions. The majority of liquid assets and other marketable securities comprise fixed-income securities whose value is inversely related to interest rates. Consequently, a significant rise in prevailing interest rates would result in a decrease in the value of this pool of liquid assets. Also, a high interest rate environment may encourage holders of certain types of policies to terminate their policies, thereby placing demands on the Company’s liquidity position. For a further description of the Company’s financial instrument risk management policies, refer to note 9 in the Company’s December 31, 2019 consolidated financial statements. Credit risk risk descriPtion Credit risk is the risk of loss resulting from an obligor’s potential inability or unwillingness to fully meet its contractual obligations. Exposure to this risk occurs any time funds are extended, committed or invested through actual or implied contractual agreements. Components of credit risk include: loan loss/principal risk, pre- settlement/replacement risk and settlement risk. Obligors include issuers, debtors, borrowers, brokers, policyholders, reinsurers, derivative counterparties and guarantors. Credit exposure resulting from the purchase of fixed-income securities, which are primarily used to support policyholder liabilities, is a core business risk that is appropriately factored into the Company’s risk appetite. The Company also manages financial contracts with counterparties. Such contracts may be used to mitigate insurance and market risks (reinsurance ceded agreements and derivative contracts) or they may arise from the Company’s direct business operations (Reinsurance business unit) and may result in counterparty risk. The risk arising from these types of arrangements is included in the Company’s measurement of its risk profile. credit risk management The Company’s credit risk management framework focuses on minimizing undue concentration to issuers, connected companies, industries or individual geographies by emphasizing diversification. Diversification the establishment of appropriate concentration limits and transaction approval authority protocols. The Company’s approach to credit risk management includes the continuous review of its existing risk profile relative to the RAF as well as to the projection of potential changes in the risk profile under stress scenarios. achieved through is Effective governance of credit risk management requires the involvement of dedicated senior management committees, experienced credit risk personnel, and with the guidance of appropriate credit risk policies, standards and processes. For credit risk, the Investment Committee is responsible for the approval of investment decisions of significant size or level of complexity, and oversight of the Company’s global investment strategy, including compliance with investment limits and policies as well as breach management. Additionally, the Investment Committee reviews the Company’s investment policies, procedures, guidelines, and corresponding limits to ensure that investment decisions are in compliance with the Company’s RAF. The Risk Committee advises the Board of Directors on credit risk oversight matters and approves and monitors compliance with credit risk policies and limits. The Risk Committee also provides oversight of the Credit Risk Policy and related processes and is responsible for ensuring compliance with the Company’s RAF. The Investment Committee and Risk Committee are supported by senior management committees. The Global Management Investment Review Committee (GMIRC) and the Management Investment Review Committees (MIRCs) for each regional business segment review and approve new investments above the transaction approval authority delegated to management and manage credit risk across invested assets and counterparties. The Market and Credit Risk Committee (MCRC), is the ERMC sub- committee responsible for providing global oversight of market and credit risk management activities, including credit risk limit approval and breach of management processes, and market and credit risk policy compliance. The Company has established business-segment specific Investment and Lending Policies, including investment limits for each asset class, which are approved by the Investment Committee. These policies and limits are complemented by the Credit Risk Policy which describes credit risk management processes and describes the role of the Risk Function in the oversight of credit risk, including the setting and monitoring of aggregate concentration risk limits, and the approval and escalation of exceptions. Great-West Lifeco Inc. 2019 Annual Report 71 Management’s Discussion and Analysis The Company identifies credit risk through an internal credit risk rating system which includes a detailed assessment of an obligor’s creditworthiness based on a thorough and objective analysis of business risk, financial profile, structural considerations and security characteristics including seniority and covenants. Credit risk ratings are expressed using a 22-point scale that is consistent with those used by external rating agencies. In accordance with the Company’s policies, internal credit risk ratings cannot be higher than the highest rating provided by certain independent ratings companies. The Risk Function reviews and approves the credit risk ratings assigned by Investment Management for all new investments and reviews the appropriateness of ratings assigned to outstanding exposures. The Risk Function assigns credit risk parameters (probabilities of default, rating transition rates, loss given default, exposures at default) to all credit exposures to measure the Company’s aggregate credit risk profile. In addition, the Risk Function establishes limits and processes, performs stress and scenario testing (using stochastically generated and deterministic scenarios) and assesses compliance with the limits established in the RAF. It regularly reports on the Company’s credit risk profile to executive management, the Board of Directors and various committees at enterprise, regional and legal entity levels. Investment Management and the Risk Function are independently responsible for the monitoring of exposures relative to limits as well as for the management and escalation of risk limit breaches as they occur. The Investment Management Function is also responsible for the continuous monitoring of its portfolios for changes in credit outlook, and performs regular credit reviews of all relevant obligors and counterparties, based on a combination of bottom-up credit analysis and top-down views on the economy and assessment of industry and sub-sector outlooks. Watch Lists are also used at the regional business segment levels to plan and execute the relevant risk mitigation strategies. The Risk Function oversees monitoring, breach management and escalation activities, and has developed risk limits, KRIs and risk budgets to act as early warnings against unacceptable levels of concentration and to support the management of credit risk limits in compliance with the Company’s RAF. Counterparty Risk Counterparties include both reinsurers and derivative counterparties. The Company uses reinsurance to mitigate insurance risks. This mitigation results in increased credit risk to reinsurance counterparties from the potential failure to collect reinsurance recoveries due to either the inability, or an unwillingness to fulfill their contractual obligation. Counterparties providing reinsurance to the Company are reviewed for financial soundness as part of an ongoing monitoring process. The minimum financial strength of reinsurers is outlined in the Reinsurance Risk Management Policy. The Company seeks to minimize reinsurance credit risk by setting rating-based limits on net ceded exposure by counterparty as well as seeking protection in the form of collateral or funds withheld arrangements where possible. The Company enters into derivative contracts primarily to mitigate market risks. Derivative counterparty risk is the risk of loss resulting from the potential failure of the derivative counterparty to meet their financial obligations under the contract. Derivative products are traded through exchanges or with counterparties approved by the Board of Directors or the Investment Committee. 72 Great-West Lifeco Inc. 2019 Annual Report The Company seeks to mitigate derivative credit risk by setting rating-based counterparty limits in its investment policies and through collateral arrangements where possible. In addition, the Company includes potential future exposure of derivatives in its measure of total exposure against single name limits. insuranCe risk risk descriPtion Insurance risk is the risk of loss resulting from adverse changes in experience associated with contractual promises and obligations includes arising uncertainties around the ultimate amount of net cash flows (premiums, commissions, claims, payouts and related settlement expenses), the timing of the receipt and payment of these cash flows, as well as the impact of policyholder behaviour (e.g. lapses). insurance contracts. Insurance risk from The Company identifies six broad categories of insurance risk, which may contribute to financial losses: mortality risk, morbidity risk, longevity risk, lapse risk, expense risk and property catastrophe risk. Mortality risk, morbidity risk and longevity risk are core business risks and the exchange of these risks into value is a core business activity. Lapse risk and expense risk associated with offering core products are accepted as a consequence of the business model and mitigated where appropriate. Property catastrophe risk is a selectively accepted business risk which is constrained, actively managed and controlled within risk limits. insurance risk management Insurance products involve commitments by the insurer to provide services and financial obligations with coverage for extended periods of time. To provide insurance protection effectively, the insurer must design and price products so that the premiums received, and the investment income earned on those premiums, will be sufficient to pay future claims and expenses associated with the product. This requires the insurer, in pricing products and establishing insurance contract liabilities, to make assumptions regarding expected levels of income, claims and expenses and how policyholder behaviours and market risks might impact these assumptions. As a result, the Company is exposed to product design and pricing risk which is the risk of financial loss resulting from transacting business where the costs and liabilities arising in respect of a product line exceed the pricing expectations. Insurance contract liabilities are established to fund future claims and include a provision for adverse deviation, set in accordance with professional actuarial standards. Insurance contract liability valuation requires regular updating of assumptions to reflect emerging experience. for implemented A governance structure has been the management of insurance risk. Business units are the ultimate owners of insurance risk and as such have primary responsibility for the identification, measurement, management, monitoring and reporting of insurance risk. The Risk function, supported by Corporate Actuarial, is primarily responsible for oversight of the insurance risk management framework. The Company has established an Insurance Risk Committee to provide oversight of insurance risk, which includes completing reviews and making recommendations regarding risk limits, the risk policy and associated compliance, breach management and mitigation pertaining to insurance risk. Each region has established oversight committees and operating committees to help manage insurance risk within the region. Management’s Discussion and Analysis The Company’s Insurance Risk Policy sets out the insurance risk management framework and provides the principles for insurance risk management. This policy is supported by several other policies and guidelines that provide detailed guidance, including: • Underwriting limits, practices and policies control the amount of risk exposure, the selection of risks insured for consistency with claims expectations and support the long-term sustainability of the Company. • Product Design and Pricing Risk Management Policy and Reinsurance Risk Management Policy, which provide guidelines and standards for the product design and pricing risk management processes and reinsurance ceded risk management practices; • Corporate Actuarial Valuation Policy, which provides documentation and control standards consistent with the valuation standards of the Canadian Institute of Actuaries; and • Participating Account Management Policies and Participating Policyholder Dividend Policies, which govern the management of participating accounts and provide for the distribution of a portion of the earnings in the participating account as participating policyholder dividends. The Risk Function, in conjunction with Corporate Actuarial, implements a number of processes to carry out its responsibility for oversight of insurance risk. It reviews the Insurance Risk Policy relative to current risk exposures and updates it as required. It reviews insurance risk management processes carried out by the business units, including product design and pricing, underwriting, claims adjudication, and reinsurance ceding, and provides challenge as required. The Risk Function works with the business units and other oversight functions to identify current and emerging insurance risks and take appropriate action, if required. Insurance risk limits, risk budgets and KRIs are set to keep the insurance risk profile within the Company’s appetite for insurance risk and the Risk Function regularly monitors the insurance risk profile relative to these measures. Any breaches are required to be escalated so that appropriate remediation may be implemented. The Risk Function performs stress testing and does analysis of insurance risks, including review of experience studies. It provides regular reporting on these activities to the business units, senior management, and risk oversight committees. Risks and risk management activities associated with the broad insurance risk categories are detailed below. Mortality and Morbidity Risk Mortality risk is the risk of loss resulting from adverse changes in the level, trend, or volatility of mortality rates, where an increase in the mortality rate leads to an increase in the value of insurance contract liabilities. Morbidity risk is the risk of loss resulting from adverse changes in the level, trend, or volatility of disability, health, dental, critical illness and other sickness rates, where an increase in the incidence rate or a decrease in the disability recovery rate leads to an increase in the value of insurance contract liabilities. There is a risk that the Company will mis-estimate the level of mortality or morbidity, or accept customers who generate worse mortality and morbidity experience than expected. The Company employs the following practices to manage its mortality and morbidity risk: • Research and analysis is done regularly to provide the basis for pricing and valuation assumptions to properly reflect the insurance and reinsurance risks in markets where the Company is active. • The insurance contract liabilities established to fund future claims include a provision for adverse deviation, set in is accordance with professional standards. This margin required to provide for the possibilities of mis-estimation of the best estimate and/or future deterioration in the best estimate assumptions. • The Company sets retention limits for mortality and morbidity risks. Aggregate risk is managed through a combination of reinsurance and capital market solutions to transfer the risk where appropriate. • For Group life products, exposure to a concentrated mortality event due to concentration of risk in specific locations for example, could have an impact on financial results. To manage the risk, concentrations are monitored for new business and renewals. The Company may impose single-event limits on some group plans and declines to quote in localized areas where the aggregate risk is deemed excessive. • Effective plan design and claims adjudication practices, for both morbidity and mortality risks are critical to the management of the risk. As an example, for Group healthcare products, inflation and utilization will influence the level of claims costs, which can be difficult to predict. The Company manages the impact of these and similar factors through plan designs that limit new costs and long-term price guarantees and include the ability to regularly re-price for emerging experience. • The Company manages large blocks of business, which, in aggregate, are expected to result in relatively low statistical fluctuations in any given period. For some policies, these risks are shared with the policyholder through adjustments to future policyholder charges or in the case of participating policies through future changes in policyholder dividends. Longevity Risk Longevity risk is the risk of loss resulting from adverse changes in the level, trend, or volatility of mortality rates, where a decrease in the mortality rate leads to an increase in the value of insurance contract liabilities. Annuities, some segregated fund products with Guaranteed Minimum Withdrawal Benefits and longevity reinsurance are priced and valued to reflect the life expectancy of the annuitant. There is a risk that annuitants could live longer than was estimated by the Company, which would increase the value of the associated insurance contract liabilities. Business is priced using mortality assumptions which consider recent Company and industry experience and the latest research on expected future trends in mortality. Aggregate risk is managed through a combination of reinsurance and capital market solutions to transfer the risk as appropriate. The Company has processes in place to verify annuitants’ eligibility for continued income benefits. These processes are designed to ensure annuity payments accrue to those contractually entitled to receive them and help ensure mortality data used to develop pricing and valuation assumptions is as complete as possible. Great-West Lifeco Inc. 2019 Annual Report 73 Management’s Discussion and Analysis Lapse Risk Lapse risk is the risk of loss resulting from adverse changes in the level or volatility of the rates of policy lapses, terminations, renewals and/or surrenders. Many products are priced and valued to reflect the expected duration of contracts. There is a risk that the contract may be terminated before expenses can be recovered, to the extent that higher costs are incurred in early contract years. Risk also exists where the contract is terminated later than assumed, on certain long-term level premium products where costs increase by age. Business is priced using policy termination assumptions which consider product designs and policyholder options, recent Company and industry experience and the latest research on expected future trends. Assumptions are reviewed regularly and are updated for new policies as necessary. The Company also incorporates early surrender charges into certain contracts and incorporates commission chargebacks in its distribution agreements to reduce unrecovered expenses. Policyholder taxation rules in many jurisdictions help encourage the retention of insurance coverage. Expense Risk Expense risk is the risk of loss resulting from adverse variability of expenses incurred with fee-for-service business or in servicing and maintaining insurance, savings or reinsurance contracts, including direct expenses and allocations of overhead costs. Expense management programs are regularly monitored to control unit costs while maintaining effective service delivery. Property Catastrophe Risk Property catastrophe risk is the risk of loss resulting from adverse changes in property damage experience and is mainly related to extreme or catastrophic events. The reinsurance business in particular has exposure to extreme or catastrophic events that result in property damage. As a retrocessionaire for property catastrophe risk, the Company generally participates at more remote event-loss exposures than primary carriers and reinsurers. Generally, an event of significant size must occur prior to the Company incurring a claim. The Company limits the total maximum claim amount under all property catastrophe contracts. The Company monitors cedant companies’ claims experience and research from third party expert risk models on an ongoing basis and incorporates this information in pricing models to ensure that the premium is adequate for the risk undertaken. operational risk risk descriPtion Operational Risk is the risk of loss arising from potential problems relating to internal processes, people and systems or from external events. Operational risk can result from either normal day-to-day operations or a specific unanticipated event. Operational risks include legal and regulatory, human resources, infrastructure, technology and cyber, business continuity, process, change, fraud and supplier risks. In addition to operational risks, the Company also manages reputational risk, which can emerge across many businesses and risk types; therefore, reputational considerations are incorporated within each aspect of the Company’s business and risk management practices. 74 Great-West Lifeco Inc. 2019 Annual Report oPerationaL risk management While operational risks can be mitigated and managed, they remain an inherent feature of the business model, as multiple processes, systems, and stakeholders are required to interact across the enterprise on an ongoing basis. The Company actively manages operational risk across the enterprise to maintain a strong reputation, standing and financial strength and to protect customers and the Company’s value. Ongoing engagement of businesses and support functions across the enterprise through robust training and communications is regularly undertaken for identifying, assessing and mitigating operational risk issues. Operational risk management governance and oversight reflects a combined effort between business units and oversight functions. The Risk Function is responsible for the development of operational risk management policies and operating standards as well as overseeing operational risk management activities performed in the first line of defence. The Operational Risk Committee has the primary mandate to provide risk oversight for operational risk across the enterprise. In addition, each regional business segment has established committees to oversee operational risk management within their business. information The Company has an Operational Risk Policy that is supported by standards and guidelines that relate to specialized functions including detailed practices related to stress testing, modeling, fraud, regulatory compliance, technology risk management and risk data aggregation & risk reporting. The Company implements controls to manage operational risk through integrated policies, procedures, processes and practices, with consideration given to the cost/benefit trade-off. Processes and controls are monitored and refined by the business areas and periodically reviewed by the Company’s Internal Audit department. Financial reporting processes and controls are further examined by external auditors. The Company also manages operational risks through the corporate insurance program which mitigates a portion of the operational risk exposure by purchasing insurance coverage that provides protection against unexpected material losses resulting from events such as property loss or damage and liability exposures. The nature and amount of insurance protection purchased is assessed with regard to the Company’s risk profile, risk appetite and tolerance for the associated risks, as well as legal requirements and contractual obligations. The Company employs a combination of operational risk management methods including risk and control assessments, internal control factors and risk events analyses. For the identification of operational risks, the Company utilizes risk and control assessments which systematically identify and assess potential operational risks and associated controls. Internal and external operational risk events are analyzed to identify root causes and provide insights into potential new operational risks that could impact the Company. In addition, scenario analysis is employed to identify and quantify potential severe operational risk exposures, while KRIs, risk appetite preferences, and other processes are leveraged to measure, manage and monitor operational risks. Management’s Discussion and Analysis The Risk Function monitors the status of actions being undertaken to remediate risks to ensure that risk exposures are mitigated in a timely manner. Processes are in place to escalate significant matters to senior management to inform and enable management to take appropriate action when needed. The Risk Function regularly reports on the Company’s operational risk profile to executive management, the Board of Directors and various committees at enterprise, regional and legal entity levels. Key operational risks and the Company’s approach to managing them are outlined below. Legal and Regulatory Risk Legal and regulatory risk is the risk of loss resulting from non- compliance with specific local or international rules, laws, and regulations, prescribed practices, or ethical standards as well as civil or criminal litigation involving the Company. As a multi- national company, the Company and certain of its subsidiaries are subject to extensive legal and regulatory requirements in Canada, the U.S., the U.K., Ireland, Germany and other jurisdictions. These requirements cover most aspects of the Company’s operations including capital adequacy, privacy, liquidity and solvency, investments, the sale and marketing of insurance and wealth products, the business conduct of insurers, asset managers and investment advisors as well as reinsurance processes. Material changes in the legal or regulatory framework or the failure to comply with legal and regulatory requirements could have a material adverse effect on the Company. An increase in the pace of regulatory change could lead to increased operational costs to implement changes and ensure ongoing compliance. Legal and regulatory risk is managed through coordination between first and second line of defence functions. The Company records, manages and monitors the regulatory compliance environment closely, using the subject matter expertise of both local and enterprise-wide Compliance and Legal stakeholders and reporting on emerging changes that could have a significant impact on the Company’s operations or business. The Company is subject to the risk of litigation relating to its business, operations, products, securities and contractual relationships and it establishes contingency reserves for litigation that it determines are appropriate. Human Resources Risk Human Resources risk is the risk of loss resulting from the Company’s inability to attract, retain, train and develop the right talent from inadequate recruitment, talent management and succession planning programs and practices, ineffective governance practices or legal action related to discrimination, and can impact the ability of the Company to meet its business objectives. The Company has compensation programs, succession planning, talent management and employee engagement processes that are designed to manage these risks, support a high performance culture and maintain a highly skilled workforce that is reflective of the diverse cultures and practices of the countries in which the Company operates. The Company’s ability to recognize and accommodate changing trends with respect to human resources in the industry is important to execute upon business strategies. Infrastructure Risk Infrastructure risk is the risk of loss resulting from the reduction or non-availability of any aspect of a fully functioning business environment. This includes corporate facilities, physical assets, human resources and/or technology (technology assets, systems, applications, cloud computing), security (logical, physical and cyber), failures in license management and insufficient software/ application support. The ability to consistently and reliably obtain securities pricing information, accurately process client transactions and provide reports and other customer services is essential to the Company’s operations. A failure of any of these services could have an adverse effect on the Company’s results of operations and financial condition and could lead to loss of customer confidence, breach of regulatory requirements, harm to the Company’s reputation, exposure to disciplinary action and liability to the Company’s customers. The Company invests in and manages infrastructure that is designed to be sustainable and effective in meeting the Company’s needs for a fully functioning and secure business operation that protects assets and stakeholder value. Infrastructure risk management programs include strong business continuity capabilities across the enterprise to manage incidents or outages and the recovery of critical functions in the event of a disaster. In addition, security measures are designed to deny unauthorized access to facilities, equipment and resources, and to protect personnel and property from damage or harm (such as espionage, theft or terrorist attacks) and events that could cause serious losses or damage. Technology and Cyber Risk Technology and cyber risk is the risk of loss resulting from a purposeful or accidental event related to the use of technology. It includes the risk of cyber-attack that leads to unplanned outages, unauthorized access, or unplanned disclosure of confidential or restricted information resulting in a potential privacy breach. Technology risk also includes the risk of a deterioration in the reliability and availability of internal, customer-facing, or vendor- supported applications, infrastructure systems and/or services. These risks can arise as a result of the Company’s use of its own technology or as a result of the use of third party technology providers and other service providers. introduces additional The nature of advancing technology uncertainty as to how the insurance industry will evolve. Cloud services, which are being adopted by the Company to improve systems flexibility and information security, require scrutiny as digital supply chains grow in complexity. Technology is a critical component of the Company’s business operations and is also central to the Company’s customer-focused digital strategy. The Company continues to face technology and cyber risks stemming from legacy technology constraints and the advancement of techniques used in cyber-attacks. Great-West Lifeco Inc. 2019 Annual Report 75 Management’s Discussion and Analysis The Company has been implementing new risk management processes and practices designed to allow it to better identify, measure and mitigate this risk, but those processes and practices continue to require further development as well as ongoing updates as technology and business needs evolve. The Company’s strategy and approach to managing technology and cyber risks includes policies that govern the technology environment and set standards related to information security and the use of technology, including: • the use of multiple layers of technologies that are designed to prevent unauthorized access, ransomware attacks, distributed denial of service and other cyber-attacks; • coordinated global and regional information security offices that gather threat intelligence, detect, monitor and respond to security events and conduct regular threat and vulnerability risk assessments; • independent oversight and assessment of the approach taken to mitigate technology and cyber risks by the Information Services Risk Management team, an independent group that acts as the second line of defence; and • regular cyber security awareness sessions and mandatory cyber security training for all employees. The Company also manages operational risks through the corporate insurance program which mitigates a portion of the operational risk exposure by purchasing insurance coverage that provides protection against unexpected material losses resulting from events such as property loss, cyber-attack or damage and liability exposures. The nature and amount of insurance protection purchased is assessed with regard to the Company’s risk profile, risk appetite and tolerance for the associated risks, as well as legal requirements and contractual obligations. Business Continuity Risk Business continuity risk is the risk of loss because of the failure to provide for the continuity of business processes and operations under adverse conditions that may arise from natural, technological or human caused events. A business continuity management framework has been implemented to manage business continuity risks and impacts through the development, testing, training and maintenance in four key areas: emergency response planning incident management planning, business recovery planning and disaster recovery planning. Poor business resiliency in the face of natural, technological, or human caused events could prevent the Company from carrying out mission-critical business processes, with potential for lost revenue, regulatory sanctions and damage to reputation. Process Risk Process risk is the risk of loss resulting from inadequate or failed business processes which can adversely impact the Company’s financial results, relationships with customers and reputation. Process risk includes risks arising from significant change initiatives such as business operations changes, major systems leadership implementation, new product introductions and changes. Process risk also includes risk associated with data aggregation and reporting, and model development and use. Risk management seeks strategic alignment and congruency across all of the Company’s business activities, including change 76 Great-West Lifeco Inc. 2019 Annual Report initiatives and business-as-usual activities, with the Company’s operational risk appetite and considers the potential impact on the Company’s reputation. The Company monitors change initiatives to mitigate risks and realize benefits. Core business operational activities have quality control measures in place. One of the processes relates to model risk and use of models. The Company uses models in many functions and processes that support business decisions and reporting. Model risk is the risk of loss from decisions based on incorrect models or misused model outputs and reports. Robust processes are in place for the management and oversight of model risk as outlined in the Model Risk Management and Validation Standard. Further, the Company seeks to control processes across the value chain through automation, standardization and process improvements to prevent or reduce operational losses. Fraud Risk Fraud risk is the risk of loss resulting from fraudulent activity including misappropriation of assets, identity theft or other breach of civil or criminal law by customers, contractors or other third parties and by employees or distribution associates. The external fraud environment continues to intensify for financial institutions, as increasingly sophisticated methods of organized fraud and cyber fraud are employed. Fraud can result in a financial loss or reputational impact to the Company and have other impacts that are detrimental to customers and other stakeholders. The Company manages fraud through a combined focus on assessment, prevention, detection, investigation and response. The Company promotes a culture of honesty, integrity, transparency and fairness in its internal operations and further manages fiduciary responsibilities through the Company’s Fraud Risk Management Policy and Code of Conduct. The Company has processes and controls in place to prevent fraud and employs various methods to detect fraud. A fraud response framework is in place to deal with events through a coordinated investigative strategy designed to protect stakeholders and the interests of the Company. Supplier Risk Supplier risk is the risk of loss resulting from the failure to establish and manage adequate supplier arrangement transactions or other interactions to meet the expected or contracted service level both within the Company and with external parties such as independent brokers, fund managers, reinsurers and other parties. The Company strategically engages suppliers to maintain cost efficiency, to optimize internal resources and capital and to utilize skills, expertise and resources not otherwise available to the Company. Suppliers that do not meet the Company’s standards for performance can have a negative impact on the Company’s financial results and reputation. To minimize this risk, the Company applies a supplier risk management framework to oversee and monitor interactions with suppliers throughout the entire supplier relationship, including how they meet standards for quality of service and protect stakeholders and the interests of the Company. Management’s Discussion and Analysis ConduCt risk risk descriPtion Conduct risk is the risk of unfair outcomes for customers as a result of inadequate or failed processes and/or inappropriate behaviours, offerings or interactions by the Company or its agents. A failure to identify and mitigate conduct risk impacts not only the Company’s customers but can also have adverse reputational and financial consequences for the Company due to the cost of customer remediation, damage to reputation and/or regulatory fines. conduct risk management The Company manages conduct risk through various processes which include: • providing appropriate and clear customer disclosures and communications; • applying product design, complaint, claims management and sales and advice processes that consider outcomes to customers; and • conducting risk based advisor assessments and suitability reviews, maintaining controls and adhering to Board-approved policies and processes, including the Conduct Risk Policy and the Code of Conduct. Conduct Risk is incorporated in risk management and compliance activities, including risk and control assessments, internal events reporting, emerging risk assessments, and other measurement, monitoring and reporting activities. strategiC risk risk descriPtion Strategic risk is the risk of loss if the Company is unable to meet its key strategic goals resulting in current or prospective impact on the Company’s earnings, capital, reputation or standing. Strategic risk may arise from changes in the environment we operate in, lack of responsiveness to industry, economic, regulatory, technological, environmental or other external changes, or from adverse strategic decisions, inadequate consideration of resources and capabilities needed to deliver the strategy, or poor strategy execution. The Company’s ability to maintain leadership positions in today’s highly competitive environment is dependent on many factors, including scale, price and yields offered, distribution channels, digital capabilities, financial strength ratings, range of product lines and product quality, brand strength, investment performance, historical dividend levels to provide value added services to distributors and customers and the ability to innovate and deploy innovations rapidly. Competitors and new entrants have significant potential to disrupt the Company’s business through targeted strategies to reduce the Company’s market share which may include targeting key people and other distributors or aggressively pricing their products. The Company’s ability to achieve strategic objectives depends significantly upon the Company’s capacity to anticipate and respond quickly to these competitive pressures. The Company has placed strategic focus on improving technology infrastructure and capabilities. Not adapting effectively to changes in the technological environment or to evolving customer expectations could impact the Company’s ability to remain competitive. There are significant uncertainties relating to the political environment. Increasing geopolitical tensions may result in reduced trade and investment opportunities, failures of national, regional or global governance, interstate conflict or terrorism which may impact the Company’s business. strategic risk management Inadequate strategic planning or ineffective implementation of strategies may expose the Company to significant business and financial losses and may also have a flow-through effect on reputation and market standing. The Company manages strategic risk through a formal strategic planning process, industry representation and activities driven by regular assessment and challenge of the existing business model within the context of its operating environment and scanning of the internal and external environment for risks and opportunities. The Risk Function is engaged in the business planning cycle to align business strategies with the Company’s Risk Appetite. The Company’s strategic plan is reviewed with the Board of Directors and senior management, with the Risk Function providing objective assessment of enterprise strategic risks and risk mitigation plans. Significant risks and opportunities are identified, and a review of the alignment with risk strategy and qualitative risk preferences is completed. Initiatives, including those related to new markets, distribution channels, product design and investments, are also subject to independent risk review. Holding Company Structure Risk As a holding company, the Company’s ability to pay interest, dividends and other operating expenses and to meet its obligations generally depends upon receipt of sufficient funds from its principal subsidiaries and its ability to raise additional capital. In the event of bankruptcy, liquidation or reorganization of any of these subsidiaries, insurance and investment contract liabilities of these subsidiaries will be completely provided for before any assets of such subsidiaries are made available for distribution to the Company. In addition, the other creditors of these subsidiaries will generally be entitled to the payment of their claims before any assets are made available for distribution to the Company except to the extent that the Company is recognized as a creditor of the relevant subsidiaries. Any payment (including payment of interest and dividends) by the principal subsidiaries is subject to restrictions set forth in relevant insurance, securities, corporate and other laws and regulations, which require that solvency and capital standards be maintained by Canada Life, GWL&A, and their subsidiaries and certain subsidiaries of Putnam. There are considerable risks and benefits related to this structure. Management monitors the solvency and capital positions of its principal subsidiaries opposite liquidity requirements at the holding company level. Management also establishes lines of credit for additional liquidity and may also access capital markets for funds. Management monitors compliance with the regulatory laws and regulations at both the holding company and operating company levels. Great-West Lifeco Inc. 2019 Annual Report 77 Management’s Discussion and Analysis Mergers and Acquisitions Risk exposures and sensitivities insurance and investment contract LiaBiLities In determining the Company’s insurance contract liabilities, valuation assumptions are made regarding rates of mortality/ morbidity, investment returns, levels of operating expenses, rates of policy termination and rates of utilization of elective policy options or provisions. When the assumptions are revised to reflect emerging experience or change in outlook, the result is a change in the value of liabilities which in turn affects the Company’s earnings. The following table illustrates the approximate impact to the Company’s earnings that would arise as a result of changes to management’s best estimate of certain assumptions. For changes in asset related assumptions, the sensitivity is shown net of the corresponding impact on earnings of the change in the value of the assets supporting liabilities. Increase (decrease) in net earnings Mortality – 2% increase Annuitant mortality – 2% decrease Morbidity – 5% adverse change Investment returns Parallel shift in yield curve 1% increase 1% decrease Change in interest rates 1% increase 1% decrease Change in equity values 10% increase 10% decrease Change in best estimate return assumptions for equities 1% increase 1% decrease Expenses – 5% increase Policy termination and renewal – 10% adverse change 2019 2018 (279) $ (601) $ (253) $ (270) (457) (271) – $ – $ – – $ $ $ $ $ $ 175 $ (619) $ $ 115 (465) $ $ 87 $ (129) $ 73 (266) $ 509 $ (585) $ $ (125) $ $ (813) $ $ 476 (539) (128) (649) Refer to the “Accounting Policies – Summary of Critical Accounting Estimates” section of this document for additional information on earnings sensitivities. From time-to-time, the Company and its subsidiaries evaluate existing companies, businesses, assets, products and services, and such review could result in the Company or its subsidiaries acquiring or disposing of businesses or assets. In the ordinary course of business, the Company considers and discusses the purchase or sale of companies, businesses segments or assets. If effected, such transactions could be material to the Company in size or scope, could result in risks and contingencies, including integration risks, relating to companies, businesses or assets that the Company acquires or expose it to the risk of claims relating to those it has disposed of, could result in changes in the value of the securities of the Company, including the common shares of the Company, and could result in the Company holding additional capital for contingencies that may arise after the transaction is completed. The Company mitigates these risks by conducting due diligence reviews before acquiring or disposing of companies, businesses or business segments or assets, by negotiating terms and conditions for the transaction and putting in place systems and processes to manage the risks after the transaction is completed. Product Distribution Risk Product distribution risk is the risk of loss resulting from the Company’s inability to market its products through its network of distribution channels and intermediaries. These intermediaries generally offer their clients products in addition to, and in competition with, the Company’s products, and are not obligated to continue working with the Company. In addition, certain investors rely on consultants to advise them on the choice of provider and the consultants may not always consider or recommend the Company. The loss of access to a distribution channel, the failure to maintain effective relationships with intermediaries or the failure to respond to changes in distribution channels could have a significant impact on the Company’s ability to generate sales. Product distribution risk is managed by maintaining a broad network of distribution relationships, with products distributed through numerous broker-dealers, managing general agencies, financial planners, banks and other financial institutions. Sustainability Risk Sustainability risk is the risk of loss arising from the inability to maintain business operations and sustain the growth of the Company due to negative externalities such as environmental degradation, social risk issues and climate change. The Company may experience direct or indirect financial, operational or reputational impact stemming from environmental risk events, which include environmental issues, regulatory enforcement or costs associated with changes in environmental laws and regulations. The Company endeavors to respect the environment and to take a balanced and sustainable approach to conducting business. The Company has established environmental policies and guidelines pertaining to the acquisition and ongoing management of investment properties, loans secured by real property and investments in equity and fixed-income securities. These policies are approved by the Board of Directors and are reviewed annually. 78 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis a C C o u n t i n g p o l i C i e s summary of criticaL accounting estimates The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the reporting date, and the reported amounts of revenue and expenses during the reporting period. The results of the Company reflect management’s judgments regarding the impact of prevailing global credit, equity and foreign exchange market conditions. The estimation of insurance contract liabilities relies upon investment credit ratings. The Company’s practice is to use third-party independent credit ratings where available. The significant accounting estimates include the following: Fair Value Measurement Financial and other instruments held by the Company include portfolio investments, various derivative financial instruments, debentures and other debt instruments. Financial instrument carrying values reflect the liquidity of the markets and the liquidity premiums embedded in the market pricing methods the Company relies upon. The Company’s assets and liabilities recorded at fair value have been categorized based upon the following fair value hierarchy: Level 1 inputs utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs utilize one or more significant inputs that are not based on observable market inputs and include situations where there is little, if any, market activity for the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Refer to note 10 in the Company’s December 31, 2019 consolidated financial statements for disclosure of the Company’s financial instruments fair value measurement by hierarchy level as at December 31, 2019. Fair values for bonds classified as fair value through profit or loss or available-for-sale are determined using quoted market prices. Where prices are not quoted in an active market, fair values are determined by valuation models primarily using observable market data inputs. Market values for bonds and mortgages classified as loans and receivables are determined by discounting expected future cash flows using current market rates. Fair values for equity release mortgages classified as fair value through profit or loss are determined by an internal valuation model that uses discounted future cash flows. Inputs to the model include marketable observable and non-market observable inputs. Fair values for public stocks are generally determined by the last bid price for the security from the exchange where it is principally traded. Fair values for stocks for which there is no active market are determined by discounting expected future cash flows based on expected dividends and where market value cannot be measured reliably, fair value is estimated to be equal to cost. Fair values for investment properties are determined using independent appraisal services and include management adjustments for material changes in property cash flows, capital expenditures or general market conditions in the interim period between appraisals. Investment impairment Investments are reviewed regularly on an individual basis to determine impairment status. The Company considers various factors in the impairment evaluation process, including, but not limited to, the financial condition of the issuer, specific adverse conditions affecting an industry or region, decline in fair value not related to interest rates, bankruptcy or defaults and delinquency in payments of interest or principal. Investments are deemed to be impaired when there is no longer reasonable assurance of timely collection of the full amount of the principal and interest due. The fair value of an investment is not a definitive indicator of impairment, as it may be significantly influenced by other factors including the remaining term to maturity and liquidity of the asset; however, market price is taken into consideration when evaluating impairment. For impaired mortgages and bonds classified as loans and receivables, provisions are established or write-offs made to adjust the carrying value to the net realizable amount. Wherever possible the fair value of collateral underlying the loans or observable market price is used to establish the estimated realizable value. For impaired available-for-sale bonds recorded at fair value, the accumulated loss recorded in accumulated other comprehensive income income. Impairments on available-for-sale debt instruments are reversed if there is objective evidence that a permanent recovery has occurred. All gains and losses on bonds classified or designated as fair value through profit or loss are already recorded in net investment income; therefore, in the event of an impairment, the reduction will be recorded in net investment income. As well, when determined to be impaired, interest is no longer accrued and previous interest accruals are reversed. investment reclassified to net (loss) is Great-West Lifeco Inc. 2019 Annual Report 79 The methods for arriving at these valuation assumptions are outlined below: Mortality – A life insurance mortality study is carried out annually for each major block of insurance business. The results of each study are used to update the Company’s experience valuation mortality tables for that business. Annuitant mortality is also studied regularly, and the results used to modify established annuitant mortality tables. When there is insufficient data, use is made of the latest industry experience to derive an appropriate valuation mortality assumption. Improvement scales for life insurance and annuitant mortality are updated periodically based on population and industry studies, product specific considerations, as well as professional guidance. In addition, appropriate provisions are made for future mortality deterioration on term insurance. • A 2% increase in the best estimate life insurance mortality assumption would cause a decrease in net earnings of approximately $279 million. • A 2% decrease in the best estimate annuitant assumption would cause a decrease in net earnings of approximately $601 million. Morbidity – The Company uses industry developed experience tables modified to reflect emerging Company experience. Both claim incidence and termination are monitored regularly, and emerging experience is factored into the current valuation. For products for which morbidity is a significant assumption, a 5% decrease in best estimate termination assumptions for claim liabilities and a 5% increase in best-estimate incidence assumptions for active life liabilities would cause a decrease in net earnings of approximately $253 million. Property and casualty reinsurance – Insurance contract liabilities for property and casualty reinsurance written by London Reinsurance Group Inc. (LRG) are determined using accepted actuarial practices for property and casualty insurers in Canada. The insurance contract liabilities are based on cession statements provided by ceding companies. In addition, insurance contract liabilities also include an amount for incurred but not reported losses, which may differ significantly from the ultimate loss development. The estimates and underlying methodology are continually reviewed and updated and adjustments to estimates are reflected in net earnings. LRG analyzes the emergence of claims experience against expected assumptions for each reinsurance contract separately and at the portfolio level. If necessary, a more in depth analysis is undertaken of the cedant experience. Management’s Discussion and Analysis Goodwill and intangibles impairment testing Goodwill and indefinite life intangible assets are tested for impairment annually or more frequently if events indicate that impairment may have occurred. Intangible assets that were previously impaired are reviewed at each reporting date for evidence of reversal. In the event that certain conditions have been met, the Company would be required to reverse the impairment charge or a portion thereof. Goodwill and indefinite life intangible assets have been allocated to cash generating unit groupings, representing the lowest level that the assets are monitored for internal reporting purposes. Goodwill and indefinite life intangible assets are tested for impairment by comparing the carrying value of each cash generating unit grouping containing the assets to its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs of disposal and value-in-use, which is calculated using the present value of estimated future cash flows expected to be generated. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. Insurance and investment contract liabilities Insurance and investment contract liabilities represent the amounts required, in addition to future premiums and investment income, to provide for future benefit payments, policyholder dividends, commission and policy administrative expenses for all insurance and annuity policies in-force with the Company. The Appointed Actuaries of the Company’s subsidiaries are responsible for determining the amount of the liabilities to make appropriate provisions for the Company’s obligations to policyholders. The Appointed Actuaries determine the liabilities for insurance contracts using generally accepted actuarial practices, according to the standards established by the Canadian Institute of Actuaries. The valuation uses the Canadian Asset Liability Method (CALM). This method involves the projection of future events in order to determine the amount of assets that must be set aside currently to provide for all future obligations and involves a significant amount of judgment. In the computation of insurance contract liabilities, valuation assumptions have been made regarding rates of mortality/ morbidity, investment returns, levels of operating expenses, rates of policy termination and rates of utilization of elective policy options or provisions. The valuation assumptions use best estimates of future experience together with a margin for adverse deviation. These margins are necessary to provide for possibilities of mis-estimation and/or future deterioration in the best-estimate assumptions and provide reasonable assurance that insurance contract liabilities cover a range of possible outcomes. Margins are reviewed periodically for continued appropriateness. Investment contract fair value determined using discounted cash flows utilizing the yield curves of financial instruments with similar cash flow characteristics. liabilities are measured at 80 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Investment returns – The assets which correspond to the different liability categories are segmented. For each segment, projected cash flows from the current assets and liabilities are used in CALM to determine insurance contract liabilities. Cash flows from assets are reduced to provide for asset default losses. Testing under several interest rate scenarios (including increasing and decreasing rates) is done to provide for reinvestment risk. The total provision for interest rates is sufficient to cover a broader or more severe set of risks than the minimum arising from the current Canadian Institute of Actuaries’ prescribed scenarios. The range of interest rates covered by these provisions is set in consideration of long-term historical results and is monitored quarterly with a full review annually. An immediate 1% parallel shift in the yield curve would not have a material impact on the Company’s view of the range of interest rates to be covered by the provisions. If sustained, however, the parallel shift could impact the Company’s range of scenarios covered. The total provision for interest rates also considers the impact of the Canadian Institute of Actuaries’ prescribed scenarios. • The effect of an immediate 1% parallel increase in the yield curve on the prescribed scenarios resulted in interest rate changes to assets and liabilities that will offset each other with no impact to net earnings. • The effect of an immediate 1% parallel decrease in the yield curve on the prescribed scenarios resulted in interest rate changes to assets and liabilities that will offset each other with no impact to net earnings. Another way of measuring the interest rate risk associated with this assumption is to determine the effect on the insurance and investment contract liabilities impacting the shareholders’ net earnings of the Company of a 1% change in the Company’s view of the range of interest rates to be covered by these provisions. • The effect of an immediate 1% increase in the low and high end of the range of interest rates recognized in the provisions would be to decrease these insurance and investment contract liabilities by approximately $230 million causing an increase in net earnings of approximately $175 million. • The effect of an immediate 1% decrease in the low and high end of the range of interest rates recognized in the provisions would be to increase these insurance and investment contract liabilities by approximately $811 million causing a decrease in net earnings of approximately $619 million. In addition to interest rates, the Company is also exposed to movements in equity markets. Some insurance and investment contract liabilities are supported by investment properties, common stocks and private equities; for example, segregated fund products and products with long- tail cash flows. Generally, these liabilities will fluctuate in line with equity values. However, there may be additional market and liability impacts as a result of changes in the equity values that will cause the liabilities to fluctuate differently than the equity values. • A 10% increase in equity values would be expected to additionally decrease non-participating insurance and investment contract liabilities by approximately $107 million, causing an increase in net earnings of approximately $87 million. • A 10% decrease in equity values would be expected to additionally increase non-participating insurance and investment contract liabilities by approximately $162 million, causing a decrease in net earnings of approximately $129 million. The best-estimate return assumptions for equities are primarily based on long-term historical averages. Changes in the current market could result in changes to these assumptions and will impact both asset and liability cash flows. • A 1% increase in the best estimate assumption would be expected to decrease non-participating insurance contract liabilities by approximately $645 million causing an increase in net earnings of approximately $509 million. • A 1% decrease in the best estimate assumption would be expected to increase non-participating insurance contract liabilities by approximately $752 million causing a decrease in net earnings of approximately $585 million. Expenses – Contractual policy expenses (e.g. sales commissions) and tax expenses are reflected on a best estimate basis. Expense studies for indirect operating expenses are updated regularly to determine an appropriate estimate of future operating expenses for the liability type being valued. Improvements in unit operating expenses are not projected. An inflation assumption is incorporated in the estimate of future operating expenses consistent with the interest rate scenarios projected under CALM as inflation is assumed to be correlated with new money interest rates. A 5% increase in the best estimate maintenance unit expense assumption would cause a decrease in net earnings of approximately $125 million. Policy termination – Studies to determine rates of policy termination are updated regularly to form the basis of this estimate. Industry data is also available and is useful where the Company has no experience with specific types of policies or its exposure is limited. The Company’s most significant exposures are in respect of the T-100 and Level Cost of Insurance Universal Life products in Canada and policy renewal rates at the end of the term for renewable term policies in Canada and Reinsurance. Industry experience has guided the Company’s assumptions for these products as its own experience is very limited. A 10% adverse change in the best-estimate policy termination and renewal assumptions would cause a decrease in net earnings of approximately $813 million. Utilization of elective policy options – There are a wide range of elective options embedded in the policies issued by the Company. Examples include term renewals, conversion to whole life insurance (term insurance), settlement annuity purchase at guaranteed rates (deposit annuities) and guarantee re-sets (segregated fund maturity guarantees). The assumed rates of utilization are based on Company or industry experience when it exists and otherwise based on judgement considering incentives to utilize the option. Generally, whenever it is clearly in the best interests of an informed policyholder to utilize an option, then it is assumed to be elected. Great-West Lifeco Inc. 2019 Annual Report 81 Employee future benefits The Company’s subsidiaries maintain contributory and non- contributory defined benefit and defined contribution pension plans for certain employees and advisors. The defined benefit pension plans provide pensions based on length of service and final average pay. For most plans, active plan participants share in the cost of benefits through employee contributions in respect of current service. Certain pension payments are indexed on either an ad hoc basis or a guaranteed basis. The determination of the defined benefit obligation reflects pension benefits in accordance with the terms of the plans. The assets supporting the funded pension plans are held in separate trusteed pension funds. The obligations for the wholly unfunded plans are included in other liabilities and are supported by general assets. The defined benefit plans of the Company’s subsidiaries are closed to new entrants with plans in several geographies also closed to future defined benefit accruals. New hires are eligible only for defined contribution benefits. Active plan participants in defined benefit plans closed to future defined benefit accruals are eligible to accrue defined contribution benefits. The Company’s defined benefit plan exposure will continue to be reduced in future years. The defined contribution pension plans provide pension benefits based on accumulated employee and subsidiary Company contributions. The Company’s subsidiaries also provide post- employment health, dental and life insurance benefits to eligible employees, advisors and their dependents. These plans are also closed to new entrants. For further information on the Company’s pension plans and other post-employment benefits refer to note 24 in the Company’s December 31, 2019 consolidated financial statements. For the defined benefit plans of the Company’s subsidiaries, service costs and net interest costs are recognized in the Consolidated Statements of Earnings. Service costs include current service cost, administration expenses, past service costs and the impact of curtailments and settlements. Re-measurements of the defined benefit liability (asset) due to asset returns less (greater) than interest income, actuarial losses (gains) and changes in the asset ceiling are recognized immediately in the Consolidated Statements of Comprehensive Income. Accounting for defined benefit pension and other post-employment benefits requires estimates of expected increases in compensation levels, indexation of certain pension payments, trends in health- care costs, the period of time over which benefits will be paid, as well as the appropriate discount rates for past and future service liabilities. These assumptions are determined by management using actuarial methods, and are reviewed and approved annually. Emerging experience that differs from the assumptions will be revealed in future valuations and will affect the future financial position of the plans and net periodic benefit costs. Management’s Discussion and Analysis Policyholder dividends and adjustable policy features – Future policyholder dividends and other adjustable policy features are included in the determination of insurance contract liabilities with the assumption that policyholder dividends or adjustable benefits will change in the future in response to the relevant experience. The dividend and policy adjustments are determined consistent with policyholders’ reasonable expectations, such expectations being influenced by the participating policyholder dividend policies and/or policyholder communications, marketing material and past practice. It is the Company’s expectation that changes will occur in policyholder dividend scales or adjustable benefits for participating or adjustable business respectively, corresponding to changes in the best estimate assumptions, resulting in an immaterial net change in insurance contract liabilities. Where underlying guarantees may limit the ability to pass all of this experience back to the policyholder, the impact of this non- adjustability impacting shareholders’ net earnings is reflected in the impacts of changes in best estimate assumptions above. Income taxes The Company is subject to income tax laws in various jurisdictions. The Company’s operations are complex and related income tax interpretations, regulations and legislation that pertain to its activities are subject to continual change. As multinational life insurance companies, the Company’s primary Canadian operating subsidiaries are subject to a regime of specialized rules prescribed under the Income Tax Act (Canada) for purposes of determining the amount of the Companies’ income that will be subject to tax in Canada. Tax planning strategies to obtain tax efficiencies are used. The Company continually assesses the uncertainty associated with these strategies and holds an appropriate level of provisions for uncertain income tax positions. Accordingly, the provision for income taxes represents management’s interpretation of the relevant income tax laws and its estimate of current and deferred income tax balances for the period. Deferred income tax assets and liabilities are recorded based on expected future income tax rates and management’s assumptions regarding the expected timing of the reversal of temporary differences. The Company has substantial deferred income tax assets. The recognition of deferred income tax assets depends on management’s assumption that future earnings will be sufficient to realize the deferred benefit. The amount of the asset recorded is based on management’s best estimate of the realization of the asset. The audit and review activities of tax authorities may affect the ultimate determination of the amounts of income taxes payable or receivable, deferred income tax assets or liabilities and income tax expense. Therefore, there can be no assurance that income taxes will be payable as anticipated and/or the amount and timing of receipt or use of the income tax related assets will be as currently expected. Management’s experience taxation authorities are more aggressively pursuing perceived income tax issues and have increased the resources they put to these efforts. indicates the 82 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Actuarial assumptions – employee future benefits At December 31 Actuarial assumptions used to determine benefit cost Discount rate – past service liabilities Discount rate – future service liabilities Rate of compensation increase Future pension increases (1) Actuarial assumptions used to determine defined benefit obligation Discount rate – past service liabilities Rate of compensation increase Future pension increases (1) Medical cost trend rates: Initial medical cost trend rate Ultimate medical cost trend rate Year ultimate trend rate is reached (1) Represents the weighted average of plans subject to future pension increases. Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 3.4% 3.8% 3.0% 1.4% 2.6% 2.9% 1.3% 3.1% 3.4% 3.1% 1.3% 3.4% 3.0% 1.4% 3.8% 4.4% – – 3.1% – – 4.7% 4.1% 2039 3.5% 3.8% – – 3.8% – – 4.8% 4.1% 2040 Actuarial assumptions – The period of time over which benefits are assumed to be paid is based on best estimates of future mortality, including allowances for mortality improvements. This estimate is subject to considerable uncertainty, and judgment is required in establishing this assumption. As mortality assumptions are significant in measuring the defined benefit obligation, the mortality assumptions applied by the Company take into consideration such factors as age, gender and geographic location, in addition to an estimation of future improvements in longevity. The mortality tables are reviewed at least annually, and assumptions are in accordance with accepted actuarial practices. Emerging plan experience is reviewed and considered in establishing the best estimate for future mortality. As these assumptions relate to factors that are long-term in nature, they are subject to a degree of uncertainty. Differences between actual experience and the assumptions, as well as changes in the assumptions resulting from changes in future expectations, result in increases or decreases in the pension and post-employment benefits expense and defined benefit obligation in future years. There is no assurance that the plans will be able to earn assumed rates of return, and market driven changes to assumptions could impact future contributions and expenses. The following table indicates the impact of changes to certain key assumptions related to pension and post-employment benefits. Impact of a change of 1.0% in actuarial assumptions on defined benefit obligation (1) Defined benefit pension plans: Impact of a change to the discount rate Impact of a change to the rate of compensation increase Impact of a change to the rate of inflation Other post-employment benefits: Impact of a change to assumed medical cost trend rates Impact of a change to the discount rate 1% increase 1% decrease 2019 2018 2019 2018 $ (1,242) 311 598 $ (1,109) 277 526 $ 1,630 (284) (541) $ 1,444 (252) (477) 27 (41) 26 (38) (23) 50 (23) 46 (1) To measure the impact of a change in an assumption, all other assumptions were held constant. It is expected that there would be interaction between at least some of the assumptions. Funding – The Company’s subsidiaries have both funded and unfunded pension plans as well as other post-employment benefit plans that are unfunded. The Company’s subsidiaries’ funded pension plans are funded to or above the amounts required by relevant legislation. During the year, the Company’s subsidiaries contributed $294 million ($280 million in 2018) to the pension plans and made benefit payments of $20 million ($19 million in 2018) for post-employment benefits. The Company’s subsidiaries expect to contribute $259 million to the pension plans and make benefit payments of $21 million for post-employment benefits in 2020. Great-West Lifeco Inc. 2019 Annual Report 83 Management’s Discussion and Analysis internationaL financiaL rePorting standards Due to the evolving nature of IFRS, there are a number of IFRS changes impacting the Company in 2019, as well as standards that could impact the Company in future reporting periods. The Company actively monitors future IFRS changes proposed by the International Accounting Standards Board (IASB) to assess if the changes to the standards may have an impact on the Company’s results or operations. Effective January 1, 2019, the Company applied International Financial Reporting Interpretations Committee (IFRIC) 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation clarifies how to apply the recognition and measurement requirements in International Accounting Standards (IAS) 12, Income Taxes, when there is uncertainty over income tax treatments. The application of the interpretation of the standard resulted in a decrease of $109 million to opening accumulated surplus at January 1, 2019 reflecting $52 million for Canada and $57 million for Europe. Effective January 1, 2019, the Company adopted IFRS 16, Leases (IFRS 16) which replaces IAS 17, Leases (IAS 17). The standard prescribes new guidance for identifying leases as well as the accounting, measurement and presentation of leases by the lessee. The Company has elected to adopt IFRS 16 using a modified retrospective approach and accordingly the information presented for 2018 has not been restated. The Company adopted the narrow scope amendments to IFRS for IAS 28, Investments in Associates and Joint Ventures, IAS 19, Employee Benefits, and Annual Improvements 2015 – 2017 Cycle for the amendments to IFRS 3, Business Combinations, IFRS 11, Joint Arrangements, IAS 12, Income Taxes and IAS 23, Borrowing Costs, effective January 1, 2019. The adoption of these narrow scope amendments did not have a significant impact on the Company’s financial statements. For a further description of the impact of the accounting policy change, refer to note 2 of the Company’s December 31, 2019 consolidated financial statements. IFRS that have changed or may change subsequent to 2019 and could impact the Company in future reporting periods, are set out in the following table: standard summary of future cHanges IFRS 17 – Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts, which will replace IFRS 4, Insurance Contracts. On June 26, 2019 the IASB issued an exposure draft covering targeted amendments to the IFRS 17 standard, including a proposed amendment to defer the effective date of the standard by one year to January 1, 2022. In addition, the IASB extended to January 1, 2022 the exemption for insurers to apply the financial instruments standard, IFRS 9 – Financial Instruments, keeping the alignment of the effective dates for IFRS 9 and IFRS 17. The IASB is currently in the process of considering the feedback received on the exposure draft and is planning to issue the final amendments in mid-2020. Due to the responses received from stakeholders during the comment period on the exposure draft, the IASB is considering a deferral beyond January 1, 2022 for the effective date of IFRS 17. The IASB has confirmed certain amendments proposed in the exposure draft – namely the amendment on the expected recovery of insurance acquisition cash flows and has also agreed to extend the scope of the amendment related to the recovery of losses on reinsurance contracts to apply to all reinsurance held contracts. The adoption of IFRS 17 is a significant initiative for the Company supported by a formal governance framework and project plan, for which substantial resources are being dedicated. The Company has assembled a project team that is working on the implementation which involves preparing the financial reporting systems and processes for reporting under IFRS 17, policy development and operational change management. These groups are also monitoring developments from the IASB, and various industry groups that the Company has representation on. The Company has made progress in implementing its project plan, with key policy decisions well-advanced as well as progression on the implementation of the technology solution. The Company continues to evaluate the readiness of technology vendors and their ability to deliver for IFRS 17 implementation. IFRS 17 sets out the requirements for the recognition, measurement, presentation and disclosures of insurance contracts a company issues and reinsurance contracts it holds. IFRS 17 introduces three new measurement models depending on the nature of the insurance contracts: the General Measurement Model, the Premium Allocation Approach and the Variable Fee Approach. IFRS 17 requires entities to measure insurance contract liabilities on the balance sheet as the total of: (a) the fulfilment cash flows – the current estimates of amounts that a company expects to collect from premiums and pay out for claims, benefits and expenses, including an adjustment for the timing and risk of those amounts; and (a) the contractual service margin – the future profit for providing insurance coverage. Under IFRS 17, the discount rate used to reflect the time value of money in the fulfillment cash flows must be based on the characteristics of the liability. This is a significant change from IFRS 4 and the Canadian Asset Liability Method, where the discount rate was based on the yield curves of the assets supporting those liabilities. The future profit for providing insurance coverage is recognized in profit or loss over time as the insurance coverage is provided. In 2019, the Company recognized approximately $108 million of net new business losses (losses of approximately $195 million in 2018). IFRS 17 also requires the Company to distinguish between groups of contracts expected to be profit making and groups of contracts expected to be onerous. The Company is required to update the fulfilment cash flows at each reporting date, using current estimates of the amount, timing and uncertainty of cash flows and discount rates. As a result of the new valuation methodologies required under IFRS 17, the Company expects its insurance contract liabilities to increase upon adoption. IFRS 17 will affect how the Company accounts for its insurance contracts and how it reports financial performance in the Consolidated Statements of Earnings in particular, the timing of earnings recognition for insurance contracts. The adoption of IFRS 17 will also have a significant impact on how insurance contract results are presented and disclosed in the consolidated financial statements and on regulatory and tax regimes that are dependent upon IFRS accounting values. The Company is also actively monitoring potential impacts on regulatory capital and the associated ratios and disclosures. The Company continues to assess all these impacts through its global implementation plan. 84 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis standard summary of future cHanges IFRS 9 – Financial Instruments In July 2014, the IASB issued a final version of IFRS 9, Financial Instruments (IFRS 9) to replace IAS 39, Financial Instruments: Recognition and Measurement. The effective date for IFRS 9 has been deferred to align with the effective date for IFRS 17 of January 1, 2022. The standard provides changes to financial instruments accounting for the following: • classification and measurement of financial instruments based on a business model approach for managing financial assets and the contractual cash flow characteristics of the financial asset; • impairment based on an expected loss model; and • hedge accounting that incorporates the risk management practices of an entity. In September 2016, the IASB issued an amendment to IFRS 4, Insurance Contracts (IFRS 4). The amendment “Applying IFRS 9, Financial Instruments with IFRS 4, Insurance Contracts” provides qualifying insurance companies with two options to address the potential volatility associated with implementing the IFRS 9 standard before the new proposed insurance contract standard is effective. The two options are as follows: • Deferral Approach – provides the option to defer implementation of IFRS 9 until the year 2022 or the effective date of the new insurance contract standard, whichever is earlier; or • Overlay Approach – provides the option to recognize the volatility that could arise when IFRS 9 is applied within other comprehensive income, rather than profit or loss. The Company qualifies for the amendment and is applying the deferral approach to allow adoption of both IFRS 9 and IFRS 17 simultaneously. The disclosure for the measurement and classification of the Company’s portfolio investments provides most of the information required by IFRS 9. The Company continues to evaluate the impact for the adoption of this standard with the adoption of IFRS 17. IFRS 3 – Business Combinations In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments provide additional guidance as to whether a company acquired a business or a group of assets. IAS 1 – Presentation of Financial Statements and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors IFRS 9 – Financial Instruments, IAS 39 – Financial Instruments: Recognition and Measurement and IFRS 7 – Financial Instruments: Disclosures The amendments will be applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after January 1, 2020. In October 2018, the IASB issued amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The amendments are to clarify the definition of ‘material’ and to align the definition used in the Conceptual Framework and the standards themselves. The amendments will be applied prospectively for annual periods beginning on or after January 1, 2020, with earlier application permitted. In September 2019, the IASB issued amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures. The amendments modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform. The amendments are effective January 1, 2020. Although adoption of these amendments will not have a significant impact on the Company’s consolidated financial statements, additional disclosures will be required. Great-West Lifeco Inc. 2019 Annual Report 85 Management’s Discussion and Analysis o t h e r i n F o r M at i o n non-ifrs financiaL measures The Company uses several non-IFRS measures to measure overall performance of the Company and to assess each of its business units. A financial measure is considered a non-IFRS measure for Canadian securities law purposes if it is presented other than in accordance with generally accepted accounting principles used for the Company’s consolidated financial statements. The consolidated financial statements of the Company have been prepared in compliance with IFRS as issued by the IASB. Non-IFRS measures do not have a standardized meaning under IFRS and may not be comparable to similar financial measures presented by other issuers. Adjusted net earnings – common shareholders Net earnings – common shareholders Adjustments Revaluation of a deferred tax asset (1) Restructuring costs (2) Net gain on Scottish Friendly transaction (3) Net charge on the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business (4) Adjusted net earnings – common shareholders Net earnings per common share – basic Adjustments Revaluation of a deferred tax asset (1) Restructuring costs (2) Net gain on Scottish Friendly transaction (3) Net charge on the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business (4) Adjusted net earnings and adjusted earnings per share Adjusted net earnings (loss) and financial measures based on adjusted net earnings (loss), including adjusted earnings per common share and adjusted return on equity, are non-IFRS financial measures. Adjusted net earnings (loss) remove the impact of certain non-routine and/or material items that create volatility in the Company’s results under IFRS and assist in explaining the Company’s results from period to period. For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 513 $ 730 $ 710 $ 2,359 $ 2,961 199 36 (8) – 740 0.552 $ $ 0.215 0.039 (0.009) – – – – – – – – – $ $ 730 0.786 $ $ 710 0.719 $ $ – – – – – – – – 199 36 (8) 199 2,785 2.494 0.210 0.039 (0.009) 0.210 $ $ – 56 – – 3,017 2.996 – 0.056 – – Adjusted net earnings per common share – basic $ 0.797 $ 0.786 $ 0.719 $ 2.944 $ 3.052 (1) Adjustment to net earnings for the three and twelve months ended December 31, 2019 was the impact of the revaluation of a deferred tax of $199 million (US$151 million) related to the Asset Management business unit and is included in Corporate business unit of the U.S. segment. (2) Adjustment to net earnings for the three and twelve months ended December 31, 2019 was $36 million (US$28 million) of restructuring costs relating to the Asset Management business unit and is included in Corporate business unit of the U.S. segment. Adjustment to net earnings for the twelve months ending December 31, 2018 was $56 million of restructuring costs relating to the Company’s U.K. operations and is included in the Corporate business unit of the Europe segment. (3) Adjustment to net earnings for the three and twelve months ended December 31, 2019 was a net gain of $8 million on the sale of Scottish Friendly and is included in the Corporate business unit of the Europe segment. (4) Adjustment to net earnings for the twelve months ended December 31, 2019 was a net charge of $199 million (US$148 million) relating to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business and is included in the Reinsured Insurance & Annuity Business unit of the U.S. segment. 86 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis Return on equity (ROE) The Company has a capital allocation methodology, which allocates financing costs in proportion to allocated capital. For the Canadian and European segments (essentially Great-West Life), this allocation method generally tracks the regulatory capital requirements, while for U.S. Financial Services and U.S. Asset Management (Putnam), it tracks the financial statement carrying value of the business units. Total leverage capital is consistently allocated across all business units in proportion to total capital resulting in a debt-to-equity ratio in each business unit mirroring the consolidated Company. The capital allocation methodology allows the Company to calculate comparable ROE for each business unit. These ROEs are therefore based on the capital the business unit has been allocated and the financing charges associated with that capital. IFRS does not prescribe the calculation of ROE and therefore a comparable measure under IFRS is not available. To determine ROE and adjusted ROE, respectively, net earnings (loss) and adjusted net earnings (loss) for the trailing four quarters are divided by the average common shareholders’ equity over the trailing four quarters. This measure provides an indicator of business unit profitability. Premiums and deposits Total premiums and deposits include premiums on risk-based insurance and annuity products net of ceded reinsurance (as defined under IFRS), premium equivalents on self-funded group insurance ASO contracts, deposits on individual and group segregated fund products as well as deposits on proprietary mutual funds and institutional accounts. Total premiums and deposits exclude the initial ceded premium related to the sale, via indemnity reinsurance, of the U.S. individual life insurance and annuity business. This measure provides an indicator of top-line growth. Premiums and deposits Amounts reported in the financial statements Net premium income (Life insurance, guaranteed annuities and insured health products) Policyholder deposits (segregated funds): Individual products Group products For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ 9,478 $ 9,324 $ 9,045 $ 24,510 $ 35,461 5,446 1,913 4,146 1,999 4,705 1,641 16,947 7,738 16,668 7,807 Premiums and deposits reported in the financial statements $ 16,837 $ 15,469 $ 15,391 $ 49,195 $ 59,936 Self-funded premium equivalents (administrative services only contracts) Proprietary mutual funds and institutional deposits Add back: U.S. Individual Life Insurance & Annuity Business 841 21,418 813 20,135 802 21,390 3,295 84,259 3,068 76,258 – initial reinsurance ceded premiums Total premiums and deposits – – – 13,889 – $ 39,096 $ 36,417 $ 37,583 $ 150,638 $ 139,262 Assets under management (AUM) and assets under administration (AUA) Assets under management and assets under administration are non-IFRS measures that provide an indicator of the size and volume of the Company’s overall business. Assets under management include internally and externally managed funds where the Company has oversight of the investment policies. Services provided in respect of assets under management include the selection of investments, the provision of investment advice and discretionary portfolio management on behalf of clients. Assets under administration Total assets per financial statements Proprietary mutual funds and institutional net assets Total assets under management Other assets under administration Total assets under administration Other assets under administration includes assets where the Company only provides administration services for which the Company earns fees and other income. These assets are beneficially owned by the clients and the Company does not direct the investing activities. Services provided relating to assets under administration include recordkeeping, safekeeping, collecting investment income, settling of transactions or other administrative services. Administrative services are an important aspect of the overall business of the Company and should be considered when comparing volumes, size and trends. Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 $ 451,167 320,548 771,715 857,966 $ 446,626 308,425 $ 427,689 281,664 755,051 841,700 709,353 689,520 $ 1,629,681 $ 1,596,751 $ 1,398,873 Great-West Lifeco Inc. 2019 Annual Report 87 Management’s Discussion and Analysis Financial leverage ratio Impact of currency movement The consolidated financial leverage ratio for the Company is defined as debt, hybrid securities and preferred shares divided by total consolidated capitalization. Sales Sales is a non-IFRS measure for which there is no comparable measure in IFRS and is an indicator of new business growth. Sales are measured according to product type: • For risk-based insurance and annuity products, sales include 100% of single premium and annualized premiums expected in the first twelve months of the plan. • Group insurance and ASO sales reflect annualized premiums and premium equivalents for new policies and new benefits covered or expansion of coverage on existing policies. • For individual wealth management products, sales include deposits on segregated fund products, proprietary mutual funds and institutional accounts as well as deposits on non- proprietary mutual funds. • For group wealth management products, sales include assets transferred from previous plan providers and the expected annual contributions from the new plan. Core net earnings Core net earnings Less: Financing and other expenses (after-tax) Reported net earnings (loss) Core net earnings (US$) Less: Financing and other expenses (after-tax) (US$) Reported net earnings (loss) (US$) Items impacting the Company’s Consolidated Statements of Earnings, such as income and benefits and expenses and net earnings, are translated into Canadian dollars at an average rate for the period. For items impacting the Company’s Consolidated Balance Sheets, such as assets and liabilities, period end rates are used for currency translation purposes. Throughout this document a number of terms are used to highlight the impact of foreign exchange on results, such as: “constant currency basis”, “impact of currency movement”, and “effect of currency translation fluctuations”. These measures highlight the impact of changes in currency translation rates on Canadian dollar equivalent IFRS results and have been calculated using the average or period end rates, as appropriate, in effect at the date of the comparative period. These measures provide useful information as it facilitates the comparability of results between periods. Core net earnings (loss) For its Asset Management business unit in the U.S segment, the Company discloses core net earnings (loss), which is a measure of the business unit’s performance. Core net earnings (loss) includes the impact of dealer commissions and software amortization and excludes the impact of certain corporate financing charges and allocations, certain tax adjustments and other non-recurring transactions. There is no directly comparable IFRS measure. For the three months ended For the twelve months ended Dec. 31 2019 Sept. 30 2019 Dec. 31 2018 Dec. 31 2019 Dec. 31 2018 $ $ $ $ 28 (10) 18 21 (8) 13 $ $ $ $ 22 (9) 13 17 (8) 9 $ $ $ $ (18) (11) (29) (14) (8) (22) $ $ $ $ 78 (45) 33 59 (35) 24 $ $ $ $ (11) (50) (61) (8) (39) (47) Pre-tax operating margin For the Company’s Asset Management business unit in the U.S. segment, this ratio provides measure of the profitability of the business unit. It is based on the business unit’s pre-tax core net earnings (loss) divided by the sum of fee income and net investment income. There is no directly comparable IFRS measure. 88 Great-West Lifeco Inc. 2019 Annual Report Management’s Discussion and Analysis seLected annuaL information (in $ millions, except per share amounts) Total revenue (1) Net earnings – common shareholders Net earnings Net earnings per common share Basic Diluted Total assets Total assets Proprietary mutual funds and institutional assets (2) Total assets under management (2) Other assets under administration (2) Total assets under administration (2) Total liabilities Dividends paid per share Series F First Preferred Series G First Preferred Series H First Preferred Series I First Preferred Series L First Preferred Series M First Preferred Series N First Preferred (3) Series O First Preferred (4) Series P First Preferred Series Q First Preferred Series R First Preferred Series S First Preferred Series T First Preferred (5) Common Years ended December 31 2019 2018 2017 (1) $ 44,698 $ 44,032 $ 47,117 2,359 2,961 2.494 2.493 2.996 2.994 2,149 2.173 2.170 $ 451,167 320,548 $ 427,689 281,664 $ 419,838 278,954 771,715 857,966 709,353 689,520 698,792 651,121 $ 1,629,681 $ 1,398,873 $ 1,349,913 $ 425,624 $ 400,291 $ 394,302 1.4750 1.3000 1.21252 1.1250 1.41250 1.450 0.544000 0.744956 1.350 1.2875 1.200 1.312500 1.2875 1.652 1.4750 1.3000 1.21252 1.1250 1.41250 1.450 0.544000 0.628745 1.350 1.2875 1.200 1.312500 1.2875 1.556 1.4750 1.3000 1.21252 1.1250 1.41250 1.450 0.544000 0.466386 1.350 1.2875 1.200 1.312500 0.7981 1.468 (1) Comparative figures have been reclassified to reflect presentation adjustments relating to the adoption of IFRS 15, Revenue from Contracts with Customers, as described in the “International Financial Reporting Standards” section and in note 2 to the Company’s December 31, 2018 annual consolidated financial statements. (2) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. (3) The Series N First Preferred Share dividend was reset to a five year fixed dividend rate of 2.176% per annum on December 30, 2015 which applies until December 30, 2020, at which time the dividend rate becomes equal to the five year Government of Canada Treasury Bill yield plus 1.30%. (4) The Series O First Preferred Share dividend was reset to 3 month floating dividend rate on December 30, 2015. The floating dividend rate is reset quarterly to the three month Government of Canada Treasury Bill yield plus 1.30%. (5) The Series T First Preferred Shares were issued on May 18, 2017. The first dividend payment was made on September 29, 2017 in the amount of $0.476200 per share. Regular quarterly dividends are $0.321875 per share. Great-West Lifeco Inc. 2019 Annual Report 89 Management’s Discussion and Analysis quarterLy financiaL information (in $ millions, except per share amounts) Q4 2019 2018 Q3 Q2 Q1 Q4 Q3 Q2 Q1 Total revenue (1) $ 10,689 $ 14,374 $ 2,746 $ 16,889 $ 11,699 $ 12,027 $ 10,613 $ 9,693 Common shareholders Net earnings Total Basic – per share Diluted – per share Adjusted net earnings (2) Total Basic – per share Diluted – per share $ $ 513 0.552 0.552 740 0.797 0.796 $ $ 730 0.786 0.785 730 0.786 0.785 $ $ 459 0.489 0.489 658 0.701 0.700 $ $ 657 0.665 0.665 657 0.665 0.665 $ $ 710 0.719 0.719 710 0.719 0.719 $ $ 689 0.697 0.697 745 0.754 0.753 $ $ 831 0.839 0.839 831 0.839 0.839 $ $ 731 0.740 0.739 731 0.740 0.739 (1) Revenue includes the changes in fair value through profit or loss on investment assets. (2) This metric is a non-IFRS measure. Refer to the “Non-IFRS Financial Measures” section of this document for additional details. Lifeco’s consolidated net earnings attributable to common shareholders were $513 million for the fourth quarter of 2019 compared to $710 million reported a year ago. On a per share basis, this represents $0.552 per common share ($0.552 diluted) for the fourth quarter of 2019 compared to $0.719 per common share ($0.719 diluted) a year ago. Total revenue for the fourth quarter of 2019 was $10,689 million and comprises premium income of $9,478 million, regular net investment income of $1,462 million, a negative change in fair value through profit or loss on investment assets of $1,766 million and fee and other income of $1,515 million. discLosure controLs and Procedures The Company’s disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by the Company in reports filed or submitted by it under provincial and territorial securities legislation is: (a) recorded, processed, summarized and reported within the time periods specified in the provincial and territorial securities legislation, and (b) accumulated and communicated to the Company’s senior management, including the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management evaluated the effectiveness of the Company’s disclosure controls and procedures as at December 31, 2019 and, based on such evaluation, the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures are effective. internaL controL over financiaL rePorting The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. All internal control systems have inherent limitations and may become ineffective because of changes in conditions. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. The Company’s management, under the supervision of the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer, has evaluated the effectiveness of the Company’s internal control over financial reporting based on the 2013 Internal Control – Integrated Framework (COSO Framework) published by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s management adopted the revised 2013 COSO Framework in 2015 as the basis to evaluate the effectiveness of the Lifeco’s internal control over financial reporting. During the twelve months ended December 31, 2019, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Management evaluated the effectiveness of the Company’s internal control over financial reporting as at December 31, 2019 and, based on such evaluation, the President and Chief Executive Officer and the Executive Vice-President and Chief Financial Officer have concluded that the Company’s internal control over financial reporting is effective and that there are no material weaknesses in the Company’s internal control over financial reporting. 90 Great-West Lifeco Inc. 2019 Annual Report During the year, Great-West Life provided to and received from IGM and its subsidiaries certain administrative and information technology services. Great-West Life also provided life insurance, annuity and disability insurance products under a distribution agreement with IGM. London Life provided distribution services to IGM. All transactions were provided at market terms and conditions. Segregated funds of the Company were invested in funds managed by IG Wealth Management and Mackenzie Investments. The Company also has interests in mutual funds, open-ended investment companies and unit trusts. Some of these funds are managed by related parties of the Company and the Company receives management fees related to these services. All transactions were provided at market terms and conditions. At December 31, 2019, the Company held $101 million ($86 million in 2018) of debentures issued by IGM. During 2019, the Company purchased debentures from IGM with a total market value at December 31, 2019 of $10 million ($14 million in 2018). During the normal course of business in 2019, the Company purchased residential mortgages of $11 million from IGM ($61 million in 2018). The Company holds investments in Portag3 Ventures Limited Partnership, Portag3 Ventures II Limited Partnership, Wealthsimple Europe S.a.r.l. and other entities which invest in the FinTech sector. These investments were made in partnership with Power Financial, IGM and, in certain circumstances, outside investors. The Company provides asset management, employee benefits and administrative services for employee benefit plans relating to pension and other post-employment benefits for employees of the Company and its subsidiaries. These transactions were provided at market terms and conditions. As at December 31, 2019 and December 31, 2018, there were no significant outstanding loans or guarantees and no material loans or guarantees issued during 2019 or 2018 with related parties. There were no provisions for uncollectible amounts from related parties during 2019 or 2018. Management’s Discussion and Analysis reLationsHiP witH Power corPoration grouP of comPanies Lifeco’s controlling shareholder is Power Financial Corporation (Power Financial), which is controlled by Power Corporation of Canada (Power Corporation) and, ultimately, by the Desmarais Family Residuary Trust. Power Corporation also controls IGM Financial Inc. and its subsidiaries (IGM), as well as Portag3 Ventures II Limited Partnership (Portag3), which invests in the FinTech sector and in which both Lifeco and IGM are investors. Some of these related entities operate in similar or related sectors to those in which Lifeco’s subsidiaries operate. A number of the Company’s directors are also directors or officers of Power Corporation or one of its affiliates. Lifeco’s relationship with Power Financial, Power Corporation, IGM, Portag3 and other members of the Power Corporation group of companies enables Lifeco to access expertise and industry knowledge, achieve economies of scale and access investment opportunities. As a result of these relationships, Lifeco and other members of the Power Corporation group of companies may become aware of opportunities that are also of potential interest to other members of the group and Lifeco may share information for that purpose. Power Corporation and Power Financial from time to time also assist Lifeco to identify and analyze strategic corporate opportunities that may be of potential interest to it. However, Power Corporation and Power Financial have no commitment to Lifeco that would require them or their respective subsidiaries, directors or officers to offer any particular opportunity to Lifeco. The Company has related party procedures that require, among other things, transactions between the Company and its subsidiaries and any member of the Power Corporation group of companies to be on terms no less favourable than market terms or where there is no open market, on terms that would reasonably be expected to provide at least fair value to the Company. Under the related party procedures, any material related party transactions must be reviewed and approved by a conduct review committee composed entirely of directors who are independent of management and Power Corporation and its affiliates. transactions witH reLated Parties As part of the substantial issuer bid, Power Financial and IGM participated in the Offer. IGM tendered its Lifeco shares proportionately. Power Financial tendered a portion of its Lifeco common shares on a proportionate basis and all remaining Lifeco common shares on a non-proportionate basis and this did not impact Power Financial’s voting control of the Company. Power Financial and IGM effected their tender offers through a Qualifying Holdco Alternative, which the Company also offered to other shareholders, to assist them in achieving certain Canadian tax objectives. In the normal course of business, Great-West Life and Putnam enter into various transactions with related companies, which include providing insurance benefits and sub-advisory services to other companies within the Power Financial group of companies enabling each organization to take advantage of economies of scale and areas of expertise. In all cases, transactions were at market terms and conditions. Great-West Lifeco Inc. 2019 Annual Report 91 Management’s Discussion and Analysis transLation of foreign currency Through its operating subsidiaries, Lifeco conducts business in multiple currencies. The four primary currencies are the Canadian dollar, the U.S. dollar, the British pound and the euro. Throughout this document, foreign currency assets and liabilities are translated into Canadian dollars at the market rate at the end of the reporting period. All income and expense items are translated at an average rate for the period. The rates employed are: Translation of foreign currency Period ended United States dollar Balance sheet Income and expenses British pound Balance sheet Income and expenses Euro Balance sheet Income and expenses Dec. 31 Sept. 30 June 30 Mar. 31 Dec. 31 Sept. 30 June 30 Mar. 31 2019 2018 $ $ $ $ $ $ 1.30 1.32 1.72 1.70 1.46 1.46 $ $ $ $ $ $ 1.32 1.32 1.63 1.63 1.44 1.47 $ $ $ $ $ $ 1.31 1.34 1.66 1.72 1.49 1.50 $ $ $ $ $ $ 1.34 1.33 1.74 1.73 1.50 1.51 $ $ $ $ $ $ 1.36 1.32 1.74 1.70 1.56 1.51 $ $ $ $ $ $ 1.29 1.31 1.69 1.70 1.50 1.52 $ $ $ $ $ $ 1.31 1.29 1.73 1.76 1.53 1.54 $ $ $ $ $ $ 1.29 1.26 1.81 1.76 1.59 1.55 Additional information relating to Lifeco, including Lifeco’s most recent consolidated financial statements, CEO/CFO certification and Annual Information Form are available at www.sedar.com. 92 Great-West Lifeco Inc. 2019 Annual Report Financial Reporting Responsibility The consolidated financial statements are the responsibility of management and are prepared in accordance with International Financial Reporting Standards (IFRS). The financial information contained elsewhere in the annual report is consistent with that in the consolidated financial statements. The consolidated financial statements necessarily include amounts that are based on management’s best estimates. These estimates are based on careful judgments and have been properly reflected in the consolidated financial statements. In the opinion of management, the accounting practices utilized are appropriate in the circumstances and the consolidated financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and its cash flows in accordance with IFRS. In carrying out its responsibilities, management maintains appropriate internal control over financial reporting designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. The consolidated financial statements were approved by the Board of Directors, which has oversight responsibilities with respect to financial reporting. The Board of Directors carries out this responsibility principally through the Audit Committee, which comprises independent directors. The Audit Committee is charged with, among other things, the responsibility to: • Review the interim and annual consolidated financial statements and report thereon to the Board of Directors. • Review internal control procedures. • Review the independence of the external auditors and the terms of their engagement and recommend the appointment and compensation of the external auditors to the Board of Directors. • Review other audit, accounting and financial reporting matters as required. In carrying out the above responsibilities, this Committee meets regularly with management, and with both the Company’s external and internal auditors to review their respective audit plans and to review their audit findings. The Committee is readily accessible to the external and internal auditors. The Board of Directors of each of The Great-West Life Assurance Company and Great-West Life & Annuity Insurance Company appoints an Actuary who is a Fellow of the Canadian Institute of Actuaries. The Actuary: • Ensures that the assumptions and methods used in the valuation of policy liabilities are in accordance with accepted actuarial practice, applicable legislation and associated regulations and directives. • Provides an opinion regarding the appropriateness of the policy liabilities at the balance sheet date to meet all policyholder obligations. Examination of supporting data for accuracy and completeness and analysis of assets for their ability to support the policy liabilities are important elements of the work required to form this opinion. Deloitte LLP Chartered Professional Accountants, as the Company’s external auditors, have audited the consolidated financial statements. The Independent Auditor’s Report to the Shareholders is presented following the consolidated financial statements. Their opinion is based upon an examination conducted in accordance with Canadian generally accepted auditing standards, performing such tests and other procedures as they consider necessary in order to obtain reasonable assurance that the consolidated financial statements present fairly, in all material respects, the financial position of the Company and the results of its operations and its cash flows in accordance with IFRS. Paul Mahon Garry MacNicholas President and Chief Executive Officer Executive Vice-President and Chief Financial Officer February 12, 2020 Great-West Lifeco Inc. 2019 Annual Report 93 Consolidated Statements of Earnings (in Canadian $ millions except per share amounts) For the years ended December 31 Income Premium income Gross premiums written Ceded premiums Total net premiums Net investment income (note 7) Regular net investment income Changes in fair value through profit or loss Total net investment income Fee and other income Benefits and expenses Policyholder benefits Gross Ceded Total net policyholder benefits Changes in insurance and investment contract liabilities Gross Ceded Total net changes in insurance and investment contract liabilities Policyholder dividends and experience refunds Total paid or credited to policyholders Commissions Operating and administrative expenses (note 28) Premium taxes Financing charges (note 17) Amortization of finite life intangible assets (note 11) Restructuring expenses (note 5) Earnings before income taxes Income taxes (note 27) Net earnings before non-controlling interests Attributable to non-controlling interests (note 19) Net earnings Preferred share dividends (note 21) Net earnings – common shareholders Earnings per common share (note 21) Basic Diluted 94 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ 43,266 (18,756) $ 24,510 6,161 6,946 13,107 7,081 44,698 37,769 (2,916) 34,853 10,155 (13,479) (3,324) 1,562 33,091 2,429 5,231 506 285 224 52 2,880 373 2,507 15 2,492 133 39,984 (4,523) 35,461 6,358 (3,606) 2,752 5,819 44,032 32,357 (2,445) 29,912 441 61 502 1,654 32,068 2,474 5,033 495 221 212 67 3,462 387 3,075 (19) 3,094 133 $ 2,359 $ 2,961 $ $ 2.494 2.493 $ $ 2.996 2.994 Consolidated Statements of Comprehensive Income (in Canadian $ millions) For the years ended December 31 Net earnings Other comprehensive income Items that may be reclassified subsequently to Consolidated Statements of Earnings Unrealized foreign exchange gains (losses) on translation of foreign operations Unrealized foreign exchange gains (losses) on euro debt designated as hedges of the net investment in foreign operations Income tax (expense) benefit Unrealized gains (losses) on available-for-sale assets Income tax (expense) benefit Realized (gains) losses on available-for-sale assets Income tax expense (benefit) Unrealized gains (losses) on cash flow hedges Income tax (expense) benefit Realized (gains) losses on cash flow hedges Income tax expense (benefit) Non-controlling interests Income tax (expense) benefit Total items that may be reclassified Items that will not be reclassified to Consolidated Statements of Earnings Re-measurements on defined benefit pension and other post-employment benefit plans (note 24) Income tax (expense) benefit Non-controlling interests Income tax (expense) benefit Total items that will not be reclassified Total other comprehensive income (loss) Comprehensive income 2019 2018 $ 2,492 $ 3,094 (561) 100 (14) 232 (37) (69) 6 2 – – – (46) 7 (380) (226) 47 13 (4) (170) (550) 766 (50) 7 (114) 22 6 (1) 23 (4) (69) 17 30 (5) 628 34 (5) 2 – 31 659 $ 1,942 $ 3,753 Great-West Lifeco Inc. 2019 Annual Report 95 Consolidated Balance Sheets (in Canadian $ millions) December 31 Assets Cash and cash equivalents (note 6) Bonds (note 7) Mortgage loans (note 7) Stocks (note 7) Investment properties (note 7) Loans to policyholders Assets held for sale (note 4) Funds held by ceding insurers (note 8) Reinsurance assets (note 14) Goodwill (note 11) Intangible assets (note 11) Derivative financial instruments (note 29) Owner occupied properties (note 12) Fixed assets (note 12) Other assets (note 13) Premiums in course of collection, accounts and interest receivable Current income taxes Deferred tax assets (note 27) Investments on account of segregated fund policyholders (note 15) Investments on account of segregated fund policyholders held for sale (note 4) Total assets Liabilities Insurance contract liabilities (note 14) Investment contract liabilities (note 14) Liabilities held for sale (note 4) Debentures and other debt instruments (note 16) Funds held under reinsurance contracts Derivative financial instruments (note 29) Accounts payable Other liabilities (note 18) Current income taxes Deferred tax liabilities (note 27) Investment and insurance contracts on account of segregated fund policyholders (note 15) Investment and insurance contracts on account of segregated fund policyholders held for sale (note 4) Total liabilities Equity Non-controlling interests (note 19) Participating account surplus in subsidiaries Non-controlling interests in subsidiaries Shareholders’ equity Share capital (note 20) Preferred shares Common shares Accumulated surplus Accumulated other comprehensive income (note 25) Contributed surplus Total equity Total liabilities and equity Approved by the Board of Directors: Jeffrey Orr Chair of the Board Paul Mahon President and Chief Executive Officer 96 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ 4,628 115,028 24,268 10,375 5,887 8,601 168,787 – 8,714 20,707 6,505 3,879 451 727 455 3,110 5,881 236 693 231,022 – $ 4,168 124,862 25,014 9,290 5,218 8,929 177,481 897 9,251 6,126 6,548 3,976 417 731 448 2,567 5,202 218 981 209,527 3,319 $ 451,167 $ 427,689 $ 174,521 1,656 – 5,993 1,433 1,381 3,352 4,689 461 1,116 231,022 – $ 166,720 1,711 897 6,459 1,367 1,562 3,262 3,855 402 1,210 209,527 3,319 425,624 400,291 2,759 107 2,714 5,633 13,660 495 175 25,543 2,737 138 2,714 7,283 13,342 1,045 139 27,398 $ 451,167 $ 427,689 Consolidated Statements of Changes in Equity (in Canadian $ millions) Balance, beginning of year Change in accounting policy (note 2) Revised balance, beginning of year Net earnings Other comprehensive income (loss) Dividends to shareholders Preferred shareholders (note 21) Common shareholders Shares exercised and issued under share-based payment plans (note 20) Share-based payment plans expense Equity settlement of Putnam share-based plans Shares purchased and cancelled under Substantial Issuer Bid (note 20) Excess of redemption proceeds over stated capital per Substantial Issuer Bid (note 20) Common share carrying value adjustment per Substantial Issuer Bid (note 20) Substantial Issuer Bid transaction costs (note 20) Shares purchased and cancelled under Normal Course Issuer Bid (note 20) Excess of redemption proceeds over stated capital per Normal Course Issuer Bid (note 20) Shares cancelled under Putnam share-based plans Dilution gain on non-controlling interests December 31, 2019 Share capital Contributed surplus Accumulated surplus Accumulated other comprehensive income (loss) Non- controlling interests $ $ 9,997 – 9,997 – – 9,997 – – 39 – – (2,000) 1,628 (1,304) – (66) 53 – – 139 – 139 – – 139 – – (36) 37 – – – – – – – 35 – $ 13,342 (109) $ 13,233 2,492 – 15,725 (133) (1,559) – – – – (1,628) 1,304 (3) – (53) – 7 1,045 – 1,045 – (550) 495 $ 2,875 – 2,875 15 30 2,920 – – – – – – – – – – – – – – – 31 – (33) – – – – – – (45) (7) Total equity $ 27,398 (109) 27,289 2,507 (520) 29,276 (133) (1,559) 34 37 (33) (2,000) – – (3) (66) – (10) – Balance, end of year $ 8,347 $ 175 $ 13,660 $ 495 $ 2,866 $ 25,543 Balance, beginning of year Change in accounting policy Revised balance, beginning of year Net earnings (loss) Other comprehensive income (loss) Dividends to shareholders Preferred shareholders (note 21) Common shareholders Shares exercised and issued under share-based payment plans (note 20) Share-based payment plans expense Equity settlement of Putnam share-based plans Shares purchased and cancelled under Normal Course Issuer Bid (note 20) Excess of redemption proceeds over stated capital per Normal Course Issuer Bid (note 20) Acquisition of PanAgora non-controlling interest Acquisition of Invesco non-controlling interest Dilution loss on non-controlling interests December 31, 2018 Share capital Contributed surplus Accumulated surplus Accumulated other comprehensive income (loss) Non- controlling interests $ $ 9,974 – 9,974 – – 9,974 – – 39 – – (69) 53 – – – 143 – 143 – – 143 – – (42) 38 – – – – – – $ 12,098 (64) $ 12,034 3,094 – 15,128 (133) (1,538) – – – – (53) (54) – (8) 386 – 386 – 659 1,045 $ 2,935 – 2,935 (19) (27) 2,889 – – – – – – – – – – – – 37 – (58) – – (21) 20 8 Total equity $ 25,536 (64) 25,472 3,075 632 29,179 (133) (1,538) 34 38 (58) (69) – (75) 20 – Balance, end of year $ 9,997 $ 139 $ 13,342 $ 1,045 $ 2,875 $ 27,398 Great-West Lifeco Inc. 2019 Annual Report 97 Consolidated Statements of Cash Flows (in Canadian $ millions) For the years ended December 31 Operations Earnings before income taxes Income taxes paid, net of refunds received Adjustments: Change in insurance and investment contract liabilities Change in funds held by ceding insurers Change in funds held under reinsurance contracts Change in reinsurance assets Changes in fair value through profit or loss Other Financing Activities Issue of common shares (note 20) Purchased and cancelled common shares (note 20) Substantial issuer bid transaction costs (note 20) Issue of debentures and senior notes (note 16) Repayment of debentures (note 16) Increase (decrease) in line of credit of subsidiary Increase (decrease) in debentures and other debt instruments Dividends paid on common shares Dividends paid on preferred shares Investment Activities Bond sales and maturities Mortgage loan repayments Stock sales Investment property sales Change in loans to policyholders Proceeds from assets held for sale Business acquisitions, net of cash and cash equivalents acquired Cash and cash equivalents related to transfer of business (note 4) Cash and cash equivalents classified as held for sale (note 4) Investment in bonds Investment in mortgage loans Investment in stocks Investment in investment properties Effect of changes in exchange rates on cash and cash equivalents Increase in cash and cash equivalents Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year Supplementary cash flow information Interest income received Interest paid Dividend income received 98 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ 2,880 (235) $ 10,412 570 81 (900) (6,946) 248 6,110 39 (2,066) (3) – (232) (28) 1 (1,559) (133) (3,981) 25,155 2,532 2,814 5 16 – – (4) – (25,087) (3,816) (2,510) (644) (1,539) (130) 460 4,168 3,462 (428) (379) 663 (37) 51 3,606 (444) 6,494 39 (69) – 1,512 (1,096) 19 (1) (1,538) (133) (1,267) 25,001 2,808 2,939 63 (208) 169 (279) – (112) (26,453) (4,246) (4,102) (356) (4,776) 166 617 3,551 $ 4,628 $ 4,168 $ 5,112 301 299 $ 5,345 282 266 Notes to Consolidated Financial Statements (in Canadian $ millions except per share amounts) 1. Corporate Information Great-West Lifeco Inc. (Lifeco or the Company) is a publicly listed company (Toronto Stock Exchange: GWO), incorporated and domiciled in Canada. The registered address of the Company is 100 Osborne Street North, Winnipeg, Manitoba, Canada, R3C 1V3. Lifeco is a member of the Power Corporation of Canada group of companies and its direct parent is Power Financial Corporation (Power Financial). Lifeco is a financial services holding company with interests in the life insurance, health insurance, retirement savings, investment management and reinsurance businesses, primarily in Canada, the United States and Europe through its operating subsidiaries including The Great-West Life Assurance Company (Great-West Life), London Life Insurance Company (London Life), The Canada Life Assurance Company (Canada Life), Great-West Life & Annuity Insurance Company (GWL&A) and Putnam Investments, LLC (Putnam). The consolidated financial statements (financial statements) of the Company as at and for the year ended December 31, 2019 were approved by the Board of Directors on February 12, 2020. Subsequent Event Effective January 1, 2020, Great-West Life, London Insurance Group Inc. (LIG), the direct parent of London Life, London Life, Canada Life Financial Corporation (CLFC), the direct parent of Canada Life, and Canada Life amalgamated (the Amalgamation) into one company: The Canada Life Assurance Company (the Amalgamated Company). The Amalgamated Company is a wholly-owned operating subsidiary of Lifeco (note 33). 2. Basis of Presentation and Summary of Accounting Policies The consolidated financial statements of the Company have been prepared in compliance with International Financial Reporting Standards (IFRS), as issued by the International Accounting Standards Board (IASB). Consistent accounting policies were applied in the preparation of the consolidated financial statements of the subsidiaries of the Company. Changes in Accounting Policies Effective January 1, 2019, the Company applied International Financial Reporting Interpretations Committee (IFRIC) 23, Uncertainty over Income Tax Treatments (IFRIC 23). The interpretation clarifies how to apply the recognition and measurement requirements in International Accounting Standards (IAS) 12, Income Taxes, when there is uncertainty over income tax treatments. Under IFRIC 23, a provision for tax uncertainties which meet the probable threshold for recognition is measured based on the amount most likely to occur. The provision for tax uncertainties will be classified as current or deferred based on how a disallowance of the underlying uncertain tax treatment would impact the tax provision accrual as of the balance sheet date. The application of the interpretation of the standard resulted in a decrease of $109 to opening accumulated surplus at January 1, 2019. Effective January 1, 2019, the Company adopted IFRS 16, Leases (IFRS 16) which replaces IAS 17, Leases (IAS 17). The standard prescribes new guidance for identifying leases as well as the accounting, measurement and presentation of leases by the lessee. Under IFRS 16, the Company recognizes a right-of-use asset and a lease liability at the lease commencement date on the Consolidated Balance Sheets. The Company has elected to adopt IFRS 16 using a modified retrospective approach and accordingly the information presented for 2018 has not been restated. The comparative information remains as previously reported under IAS 17 and related interpretations. On initial application, the Company has elected to measure right-of-use assets at an amount equal to the lease liability, adjusted by the amount of any lease related balances relating to that lease recognized on the Consolidated Balance Sheets immediately before the date of initial application. At January 1, 2019, right-of-use assets of $551 were recognized ($522 within other assets and $29 within investment properties) and lease liabilities of $551 were recognized within other liabilities. Lease related balances included within accounts payable on the Consolidated Balance Sheets at December 31, 2018 of $62 were reclassified to decrease right-of-use assets recognized to $489 at January 1, 2019. When measuring lease liabilities, the Company discounted lease payments using the lessee’s incremental borrowing rate at January 1, 2019. The weighted-average rate applied is 3.82%. The following table reconciles the Company’s operating lease obligations at December 31, 2018, as previously disclosed in the Company’s consolidated financial statements, to the lease liabilities recognized on initial application of IFRS 16 at January 1, 2019: Operating lease commitments at December 31, 2018 Discounting using the incremental borrowing rate at January 1, 2019 Non-lease components included in operating lease commitments Leases not yet commenced at January 1, 2019 included in operating lease commitments Short-term leases included in operating lease commitments Low-value leases included in operating lease commitments Lease liabilities recognized at January 1, 2019 $ 900 (170) (110) (57) (6) (6) $ 551 The Company adopted the narrow scope amendments to IFRS for IAS 28, Investments in Associates and Joint Ventures, IAS 19, Employee Benefits, and Annual Improvements 2015 – 2017 Cycle for the amendments to IFRS 3, Business Combinations, IFRS 11, Joint Arrangements, IAS 12, Income Taxes and IAS 23, Borrowing Costs, effective January 1, 2019. The adoption of these narrow scope amendments did not have a significant impact on the Company’s financial statements. Great-West Lifeco Inc. 2019 Annual Report 99 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) Basis of Consolidation The consolidated financial statements of the Company were prepared as at and for the year ended December 31, 2019 with comparative information as at and for the year ended December 31, 2018. Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Company obtains control, and continue to be consolidated until the date that such control ceases. The Company has control when it has the power to direct the relevant activities, has significant exposure to variable returns from these activities and has the ability to use its power to affect the variable returns. All intercompany balances, transactions, income and expenses and profits or losses, including dividends resulting from intercompany transactions, are eliminated on consolidation. Use of Significant Judgments, Estimates and Assumptions In preparation of these consolidated financial statements, management is required to make significant judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net earnings and related disclosures. Although some uncertainty is inherent in these judgments and estimates, management believes that the amounts recorded are reasonable. Key sources of estimation uncertainty and areas where significant judgments have been made are listed below and discussed throughout the notes to these consolidated financial statements including: • Management uses judgment in determining the assets and liabilities to be included in a disposal group. The Company uses estimates in the determination of the fair value for disposal groups (note 4). • Management uses independent qualified appraisal services to determine the fair value of investment properties, which utilize judgments and estimates. These appraisals are adjusted by applying management judgments and estimates for material changes in property cash flows, capital expenditures or general market conditions (note 7). • Management uses internal valuation models which utilize judgments and estimates to determine the fair value of equity release mortgages. These valuations are adjusted by applying management judgments and estimates for material changes in projected asset cash flows, and discount rates (note 7). • In the determination of the fair value of financial instruments, the Company’s management exercises judgment in the determination of fair value inputs, particularly those items categorized within level 3 of the fair value hierarchy (note 10). • Cash generating unit groupings for goodwill and indefinite life intangible assets have been determined by management as the lowest level that the assets are monitored for internal reporting purposes, which requires management judgment in the determination of the lowest level of monitoring (note 11). • Management evaluates the future benefit for initial recognition and measurement of goodwill and intangible assets as well as testing the recoverable amounts. The determination of the carrying value and recoverable amounts of the cash generating unit groupings for goodwill and intangible assets relies upon the determination of fair value or value-in-use using valuation methodologies (note 11). • Judgments are used by management in determining whether deferred acquisition costs and deferred income reserves can be recognized on the Consolidated Balance Sheets. Deferred acquisition costs are recognized if management determines the costs meet the definition of an asset and are incremental and related to the issuance of the investment contract. Deferred income reserves are amortized on a straight-line basis over the term of the policy (notes 13 and 18). • Management uses judgment to evaluate the classification of insurance and reinsurance contracts to determine whether these arrangements should be accounted for as insurance, investment or service contracts. • The actuarial assumptions, such as interest rates, inflation, policyholder behaviour, mortality and morbidity of policyholders, used in the valuation of insurance and certain investment contract liabilities under the Canadian Asset Liability Method require significant judgment and estimation (note 14). • The actuarial assumptions used in determining the expense and benefit obligations for the Company’s defined benefit pension plans and other post-employment benefits requires significant judgment and estimation. Management reviews previous experience of its plan members and market conditions including interest rates and inflation rates in evaluating the assumptions used in determining the expense for the current year (note 24). • The Company operates within various tax jurisdictions where significant management judgments and estimates are required when interpreting the relevant tax laws, regulations and legislation in the determination of the Company’s tax provisions and the carrying amounts of its tax assets and liabilities (note 27). • Management applies judgment in assessing the recoverability of the deferred income tax asset carrying values based on future years’ taxable income projections (note 27). • Legal and other provisions are recognized resulting from a past event which, in the judgment of management, has resulted in a probable outflow of economic resources which would be passed to a third-party to settle the obligation. Management uses judgment to evaluate the possible outcomes and risks in determining the best estimate of the provision at the balance sheet date (note 30). • The operating segments of the Company, which are the segments reviewed by the Company’s Chief Executive Officer to assess performance and allocate resources within the Company, are aligned with the Company’s geographic operations. Management applies judgment in the aggregation of the business units into the Company’s operating segments (note 32). • The Company consolidates all subsidiaries and entities which management determines that the Company controls. Control is evaluated on the ability of the Company to direct the activities of the subsidiary or entity to derive variable returns and management uses judgment in determining whether control exists. Judgment is exercised in the evaluation of the variable returns and in determining the extent to which the Company has the ability to exercise its power to generate variable returns. 100 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements • Management uses judgments, such as the determination of whether the Company retains the primary obligation with a client in sub- advisor arrangements. Where the Company retains the primary obligation to the client, revenue and expenses are recorded on a gross basis. • Within the Consolidated Statements of Cash Flows, purchases and sales of portfolio investments are recorded within investment activities due to management’s judgment that these investing activities are long-term in nature. • The results of the Company reflect management’s judgments regarding the impact of prevailing global credit, equity and foreign exchange market conditions. The provision for future credit losses within the Company’s insurance contract liabilities relies upon investment credit ratings. The Company’s practice is to use third-party independent credit ratings where available. Management judgment is required when setting credit ratings for instruments that do not have a third-party rating. The significant accounting policies are as follows: (a) Portfolio Investments Portfolio investments include bonds, mortgage loans, stocks and investment properties. Portfolio investments are classified as fair value through profit or loss, available-for-sale, held-to-maturity, loans and receivables, equity-method investments or as non- financial instruments based on management’s intention relating to the purpose and nature of the instrument or characteristics of the investment. The Company has not classified any investments as held-to-maturity. Investments in bonds and stocks normally actively traded on a public market or where fair value can be reliably measured are either designated or classified as fair value through profit or loss or classified as available-for-sale on a trade date basis. Equity release mortgages are designated as fair value through profit or loss. A financial asset is designated as fair value through profit or loss on initial recognition if it eliminates or significantly reduces an accounting mismatch. Changes in the fair value of financial assets designated as fair value through profit or loss are generally offset by changes in insurance contract liabilities, since the measurement of insurance contract liabilities is determined with reference to the assets supporting the liabilities. A financial asset is classified as fair value through profit or loss on initial recognition if it is part of a portfolio that is actively traded for the purpose of earning investment income. Fair value through profit or loss investments are recognized at fair value on the Consolidated Balance Sheets with realized and unrealized gains and losses reported in the Consolidated Statements of Earnings. Available-for-sale investments are recognized at fair value on the Consolidated Balance Sheets with unrealized gains and losses recorded in other comprehensive income. Realized gains and losses on available-for-sale investments are reclassified from other comprehensive income and recorded in the Consolidated Statements of Earnings when the investment is sold. Interest income earned on both fair value through profit or loss and available-for-sale bonds is calculated using the effective interest method and is recorded as net investment income in the Consolidated Statements of Earnings. Investments in stocks where a fair value cannot be measured reliably are classified as available-for-sale and carried at cost. Investments in stocks for which the Company exerts significant influence over but does not control are accounted for using the equity method of accounting. Investments in stocks over which the Company exerts significant influence but does not control include the Company’s investment in an affiliated company, IGM Financial Inc. (IGM), a member of the Power Financial group of companies. Investments in mortgages and bonds not normally actively traded on a public market are classified as loans and receivables and are carried at amortized cost net of any allowance for credit losses. Interest income earned and realized gains and losses on the sale of investments classified as loans and receivables are recorded in the Consolidated Statements of Earnings and included in net investment income. Investment properties are real estate held to earn rental income or for capital appreciation. Investment properties are initially measured at cost and subsequently carried at fair value on the Consolidated Balance Sheets. All changes in fair value are recorded as net investment income in the Consolidated Statements of Earnings. Properties held to earn rental income or for capital appreciation that have an insignificant portion that is owner occupied or where there is no intent to occupy on a long-term basis are classified as investment properties. Properties that do not meet these criteria are classified as owner occupied properties. Property that is leased that would otherwise be classified as investment property if owned by the Company is also included within investment properties. Fair Value Measurement Financial instrument carrying values necessarily reflect the prevailing market liquidity and the liquidity premiums embedded within the market pricing methods that the Company relies upon. Fair value movement on the assets supporting insurance contract liabilities is a major factor in the movement of insurance contract liabilities. Changes in the fair value of bonds designated or classified as fair value through profit or loss that support insurance and investment contract liabilities are largely offset by corresponding changes in the fair value of liabilities except when the bond has been deemed impaired. The following is a description of the methodologies used to value instruments carried at fair value: Bonds – Fair Value Through Profit or Loss and Available-for-Sale Fair values for bonds classified and designated as fair value through profit or loss or available-for-sale are determined with reference to quoted market bid prices primarily provided by third-party independent pricing sources. Where prices are not quoted in an active market, fair values are determined by valuation models. The Company maximizes the use of observable inputs when measuring fair value. The Company obtains quoted prices in active markets, when available, for identical assets at the balance sheet date to measure bonds at fair value in its fair value through profit or loss and available-for-sale portfolios. Great-West Lifeco Inc. 2019 Annual Report 101 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) The Company estimates the fair value of bonds not traded in active markets by referring to actively traded securities with similar attributes, dealer quotations, matrix pricing methodology, discounted cash flow analyses and/or internal valuation models. This methodology considers such factors as the issuer’s industry, the security’s rating, term, coupon rate and position in the capital structure of the issuer, as well as, yield curves, credit curves, prepayment rates and other relevant factors. For bonds that are not traded in active markets, valuations are adjusted to reflect illiquidity, and such adjustments generally are based on available market evidence. In the absence of such evidence, management’s best estimate is used. Bonds and Mortgages – Loans and Receivables For disclosure purposes only, fair values for bonds and mortgages classified as loans and receivables are determined by discounting expected future cash flows using current market rates for similar instruments. Valuation inputs typically include benchmark yields and risk-adjusted spreads based on current lending activities and market activity. Equity Release Mortgages – Fair Value Through Profit or Loss There are no market observable prices for equity release mortgages; therefore an internal valuation model is used discounting expected future cash flows and includes consideration of the embedded no-negative equity guarantee. Inputs to the model include market observable inputs such as benchmark yields and risk-adjusted spreads. Non market observable inputs include property growth and volatility rates, expected rates of voluntary redemptions, death, moving to long term care and interest cessation assumptions and the value of the no negative equity guarantee. Stocks – Fair Value Through Profit or Loss and Available-for-Sale Fair values for stocks traded on an active market are generally determined by the last bid price for the security from the exchange where it is principally traded. Fair values for stocks for which there is no active market is typically based upon alternative valuation techniques such as discounted cash flow analysis, review of price movement relative to the market and utilization of information provided by the underlying investment manager. The Company maximizes the use of observable inputs when measuring fair value. The Company obtains quoted prices in active markets, when available, for identical assets at the balance sheet date to measure stocks at fair value in its fair value through profit or loss and available-for-sale portfolios. Investment Properties Fair values for investment properties are determined using independent qualified appraisal services and include management adjustments for material changes in property cash flows, capital expenditures or general market conditions in the interim period between appraisals. The determination of the fair value of investment property requires the use of estimates including future cash flows (such as future leasing assumptions, rental rates, capital and operating expenditures) and discount, reversionary and overall capitalization rates applicable to the asset based on current market conditions. Investment property under construction is valued at fair value if such values can be reliably determined; otherwise they are recorded at cost. Impairment Investments are reviewed regularly on an individual basis to determine impairment status. The Company considers various factors in the impairment evaluation process, including, but not limited to, the financial condition of the issuer, specific adverse conditions affecting an industry or region, decline in fair value not related to interest rates, bankruptcy or defaults, and delinquency in payments of interest or principal. Investments are deemed to be impaired when there is objective evidence that timely collection of future cash flows can no longer be reliably estimated. The fair value of an investment is not a definitive indicator of impairment, as it may be significantly influenced by other factors including the remaining term to maturity and liquidity of the asset; however, market price is taken into consideration when evaluating impairment. For impaired mortgages and bonds classified as loans and receivables, provisions are established or write-offs made to adjust the carrying value to the net realizable amount. Wherever possible, the fair value of collateral underlying the loans or observable market price is used to establish the net realizable value. For impaired available-for-sale bonds recorded at fair value, the accumulated loss recorded in accumulated other comprehensive income is reclassified to net investment income. Impairments on available-for-sale debt instruments are reversed if there is objective evidence that a permanent recovery has occurred. All gains and losses on bonds classified or designated as fair value through profit or loss are recorded in net investment income, therefore, in the event of an impairment, the reduction will be recorded in net investment income. Securities Lending The Company engages in securities lending through its securities custodians as lending agents. Loaned securities are not derecognized, and continue to be reported within invested assets, as the Company retains substantial risks and rewards and economic benefits related to the loaned securities. (b) Transaction Costs Transaction costs are expensed as incurred for financial instruments classified as fair value through profit or loss. Transaction costs for financial assets classified as available-for-sale or loans and receivables are added to the value of the instrument at acquisition and taken into net earnings using the effective interest method. Transaction costs for financial liabilities classified as other than fair value through profit or loss are included in the value of the instrument issued and taken into net earnings using the effective interest method. 102 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (c) Cash and Cash Equivalents Cash and cash equivalents comprise cash, current operating accounts, overnight bank and term deposits with maturities of three months or less held for the purpose of meeting short-term cash requirements. Net payments in transit and overdraft bank balances are included in other liabilities. (d) Trading Account Assets Trading account assets consist of investments in sponsored funds, open ended investment companies and sponsored unit-trusts, which are carried at fair value based on the net asset value of these funds. Investments in these assets are included in other assets on the Consolidated Balance Sheets with realized and unrealized gains and losses reported in the Consolidated Statements of Earnings. (e) Debentures and Other Debt Instruments and Capital Trust Securities Debentures and other debt instruments and capital trust securities are initially recorded on the Consolidated Balance Sheets at fair value and subsequently carried at amortized cost using the effective interest method with amortization expense recorded in financing charges in the Consolidated Statements of Earnings. These liabilities are derecognized when the obligation is cancelled or redeemed. (f ) Other Assets and Other Liabilities Other assets, which include prepaid expenses, deferred acquisition costs, finance leases receivable, right-of-use assets and miscellaneous other assets, are measured at cost or amortized cost. Other liabilities, which include deferred income reserves, bank overdraft, lease liabilities and other miscellaneous liabilities are measured at cost or amortized cost. Provisions are recognized within other liabilities when the Company has a present obligation, either legal or constructive, resulting from a past event, and in management’s judgment, it is probable that an outflow of economic resources will be required to settle the obligation and a reliable estimate can be made of the amount. The amount recognized for provisions are management’s best estimate at the balance sheet date. The Company recognizes a provision for restructuring when a detailed formal plan for the restructuring has been established and that the plan has raised a valid expectation in those affected that the restructuring will occur. Pension and other post-employment benefits also included within other assets and other liabilities are measured in accordance with note 2(x). (g) Disposal Group Classified As Held For Sale Disposal groups are classified as held for sale when the carrying amount will be recovered through a sale transaction rather than continuing use. The fair value of a disposal group is measured at the lower of its carrying amount and fair value less costs to sell. Individual assets and liabilities in a disposal group not subject to these measurement requirements include financial assets, investment properties and insurance contract liabilities. These assets and liabilities are measured in accordance with the relevant accounting policies described for those assets and liabilities included in this note before the disposal group as a whole is measured to the lower of its carrying amount and fair value less cost to sell. Any impairment loss for the disposal group is recognized as a reduction to the carrying amount for the portion of the disposal group under the measurement requirements for IFRS 5, Non- Current Assets Held for Sale and Discontinued Operations. Disposal group assets and liabilities classified as held for sale are presented separately on the Company’s Consolidated Balance Sheets. Gains and losses from disposal groups held for sale are presented separately in the Company’s Consolidated Statements of Earnings. (h) Derivative Financial Instruments The Company uses derivative products as risk management instruments to hedge or manage asset, liability and capital positions, including fee and investment income. The Company’s policy guidelines prohibit the use of derivative instruments for speculative trading purposes. The Company includes disclosure of the maximum credit risk, future credit exposure, credit risk equivalent and risk weighted equivalent in note 29 as prescribed by the Office of the Superintendent of Financial Institutions (OSFI) in Canada. All derivatives including those that are embedded in financial and non-financial contracts that are not closely related to the host contracts are recorded at fair value on the Consolidated Balance Sheets. The method of recognizing unrealized and realized fair value gains and losses depends on whether the derivatives are designated as hedging instruments. For derivatives that are not designated as hedging instruments, unrealized and realized gains and losses are recorded in net investment income in the Consolidated Statements of Earnings. For derivatives designated as hedging instruments, unrealized and realized gains and losses are recognized according to the nature of the hedged item. Derivatives are valued using market transactions and other market evidence whenever possible, including market based inputs to models, broker or dealer quotations or alternative pricing sources with reasonable levels of price transparency. When models are used, the selection of a particular model to value a derivative depends on the contractual terms of, and specific risks inherent in, the instrument, as well as the availability of pricing information in the market. The Company generally uses similar models to value similar instruments. Valuation models require a variety of inputs, including contractual terms, market prices and rates, yield curves, credit curves, measures of volatility, prepayment rates and correlations of such inputs. Great-West Lifeco Inc. 2019 Annual Report 103 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) To qualify for hedge accounting, the relationship between the hedged item and the hedging instrument must meet several strict conditions on documentation, probability of occurrence, hedge effectiveness and reliability of measurement. If these conditions are not met, the relationship does not qualify for hedge accounting treatment and both the hedged item and the hedging instrument are reported independently as if there was no hedging relationship. Where a hedging relationship exists, the Company documents all relationships between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedge transactions. This process includes linking derivatives that are used in hedging transactions to specific assets and liabilities on the Consolidated Balance Sheets or to specific firm commitments or forecasted transactions. The Company also assesses, both at the hedge’s inception and on an ongoing basis, whether derivatives that are used in hedging transactions are effective in offsetting changes in fair values or cash flows of hedged items. Hedge effectiveness is reviewed quarterly through correlation testing. Hedge accounting is discontinued when the hedging no longer qualifies for hedge accounting. Derivatives not designated as hedges for accounting purposes For derivative investments not designated as accounting hedges, changes in fair value are recorded in net investment income. Fair value hedges For fair value hedges, changes in fair value of both the hedging instrument and the hedged risk are recorded in net investment income and consequently any ineffective portion of the hedge is recorded immediately in net investment income. The Company currently uses foreign exchange forward contracts designated as fair value hedges. Cash flow hedges For cash flow hedges, the effective portion of the changes in fair value of the hedging instrument is recorded in the same manner as the hedged item while the ineffective portion is recognized immediately in net investment income. Gains and losses that accumulate in other comprehensive income are recorded in net investment income in the same period the hedged item affects net earnings. Gains and losses on cash flow hedges are immediately reclassified from other comprehensive income to net investment income if and when it is probable that a forecasted transaction is no longer expected to occur. The Company currently uses interest rate swaps designated as cash flow hedges. Net investment hedges For net investment hedges, the effective portion of changes in the fair value of the hedging instrument are recorded in other comprehensive income while the ineffective portion is recognized immediately in net investment income. The unrealized foreign exchange gains (losses) on the instruments are recorded within accumulated other comprehensive income and will be reclassified into net earnings when the Company disposes of the foreign operation. The Company currently uses foreign exchange forward contracts and debt instruments designated as net investment hedges. (i) Embedded Derivatives An embedded derivative is a component of a host contract that modifies the cash flows of the host contract in a manner similar to a derivative, according to a specified interest rate, financial instrument price, foreign exchange rate, underlying index or other variable. Embedded derivatives are treated as separate contracts and are recorded at fair value if their economic characteristics and risks are not closely related to those of the host contract and the host contract is not itself recorded at fair value through the Consolidated Statements of Earnings. Embedded derivatives that meet the definition of an insurance contract are accounted for and measured as an insurance contract. (j) Foreign Currency Translation The Company operates with multiple functional currencies. The Company’s consolidated financial statements are presented in Canadian dollars as this presentation is most meaningful to financial statement users. For those subsidiaries with different functional currencies, exchange rate differences arising from the translation of monetary items that form part of the net investment in the foreign operation are recorded in unrealized foreign exchange gains (losses) on translation of foreign operations in other comprehensive income. For the purpose of presenting consolidated financial statements, assets and liabilities are translated into Canadian dollars at the rate of exchange prevailing at the balance sheet dates and all income and expense items are translated at an average of daily rates. Unrealized foreign currency translation gains and losses on translation of the Company’s net investment in its foreign operations are presented separately as a component of other comprehensive income. Unrealized gains and losses will be recognized proportionately in net investment income in the Consolidated Statements of Earnings when there has been a disposal of the investment in the foreign operations. Foreign currency translation gains and losses on foreign currency transactions of the Company are included in net investment income. (k) Loans to Policyholders Loans to policyholders are classified as loans and receivables and measured at amortized cost. Loans to policyholders are shown at their unpaid principal balance and are fully secured by the cash surrender values of the policies. Carrying value of loans to policyholders approximates their fair value. 104 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (l) Reinsurance Contracts The Company, in the normal course of business, is a user of reinsurance in order to limit the potential for losses arising from certain exposures and a provider of reinsurance. Assumed reinsurance refers to the acceptance of certain insurance risks by the Company underwritten by another company. Ceded reinsurance refers to the transfer of insurance risk, along with the respective premiums, to one or more reinsurers who will share the risks. To the extent that assuming reinsurers are unable to meet their obligations, the Company remains liable to its policyholders for the portion reinsured. Consequently, allowances are made for reinsurance contracts which are deemed uncollectible. Reinsurance contracts are insurance contracts and undergo the classification as described within the Insurance and Investment Contract Liabilities section of this note. Assumed reinsurance premiums, commissions and claim settlements, as well as the reinsurance assets associated with insurance and investment contracts, are accounted for in accordance with the terms and conditions of the underlying reinsurance contract. Reinsurance assets are reviewed for impairment on a regular basis for any events that may trigger impairment. The Company considers various factors in the impairment evaluation process, including but not limited to, collectability of amounts due under the terms of the contract. The carrying amount of a reinsurance asset is adjusted through an allowance account with any impairment loss being recorded in the Consolidated Statements of Earnings. Any gains or losses on buying reinsurance are recognized in the Consolidated Statements of Earnings immediately at the date of purchase in accordance with the Canadian Asset Liability Method. Assets and liabilities related to reinsurance are reported on a gross basis on the Consolidated Balance Sheets. The amount of liabilities ceded to reinsurers is estimated in a manner consistent with the claim liability associated with reinsured risks. (m) Funds Held by Ceding Insurers/Funds Held Under Reinsurance Contracts On the asset side, funds held by ceding insurers are assets that would normally be paid to the Company but are withheld by the cedant to reduce potential credit risk. Under certain forms of reinsurance contracts it is customary for the cedant to retain amounts on a funds withheld basis supporting the insurance or investment contract liabilities ceded. For the funds withheld assets where the underlying asset portfolio is managed by the Company, the credit risk is retained by the Company. The funds withheld balance where the Company assumes the credit risk is measured at the fair value of the underlying asset portfolio with the change in fair value recorded in net investment income. See note 8 for funds held by ceding insurers that are managed by the Company. Other funds held by ceding insurers are general obligations of the cedant and serve as collateral for insurance contract liabilities assumed from cedants. Funds withheld assets on these contracts do not have fixed maturity dates, their release generally being dependent on the run-off of the corresponding insurance contract liabilities. On the liability side, funds held under reinsurance contracts consist mainly of amounts retained by the Company from ceded business written on a funds withheld basis. The Company withholds assets related to ceded insurance contract liabilities in order to reduce credit risk. (n) Business Combinations, Goodwill and Intangible Assets Business combinations are accounted for using the acquisition method. The Company identifies and classifies, in accordance with the Company’s accounting policies, all assets acquired and liabilities assumed as at the acquisition date. Goodwill represents the excess of purchase consideration over the fair value of net assets of the acquired subsidiaries of the Company. Following initial recognition, goodwill is measured at cost less accumulated impairment losses. Intangible assets represent finite life and indefinite life intangible assets of acquired subsidiaries of the Company and software acquired or internally developed by the Company. Finite life intangible assets include the value of technology/software, certain customer contracts and distribution channels. These finite life intangible assets are amortized over their estimated useful lives, typically ranging between 3 and 30 years. Indefinite life intangible assets include brands and trademarks, certain customer contracts and the shareholders’ portion of acquired future participating account profits. Amounts are classified as indefinite life intangible assets when based on an analysis of all the relevant factors, there is no foreseeable limit to the period over which the asset is expected to generate net cash inflows for the Company. The identification of indefinite life intangible assets is made by reference to relevant factors such as product life cycles, potential obsolescence, industry stability and competitive position. Following initial recognition, indefinite life intangible assets are measured at cost less accumulated impairment losses. Impairment Testing Goodwill and indefinite life intangible assets are tested for impairment annually or more frequently if events indicate that impairment may have occurred. Intangible assets that were previously impaired are reviewed at each reporting date for evidence of reversal. In the event that certain conditions have been met, the Company would be required to reverse the impairment loss or a portion thereof. Goodwill and indefinite life intangible assets have been allocated to cash generating unit groupings, representing the lowest level that the assets are monitored for internal reporting purposes. Goodwill and indefinite life intangible assets are tested for impairment by comparing the carrying value of each cash generating unit grouping containing the assets to its recoverable amount. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs of disposal and value-in-use. Great-West Lifeco Inc. 2019 Annual Report 105 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) Finite life intangible assets are reviewed annually to determine if there are indicators of impairment and assess whether the amortization periods and methods are appropriate. If indicators of impairment have been identified, a test for impairment is performed and then the amortization of these assets is adjusted or impairment is recognized as necessary. (o) Revenue Recognition Premiums for all types of insurance contracts, and contracts with limited mortality or morbidity risk, are generally recognized as revenue when due and collection is reasonably assured. Interest income on bonds and mortgages is recognized and accrued using the effective interest method. Dividend income is recognized when the right to receive payment is established. This is the ex-dividend date for listed stocks, and usually the notification date or date when the shareholders have approved the dividend for private equity instruments. Investment property income includes rents earned from tenants under lease agreements and property tax and operating cost recoveries. Rental income leases with contractual rent increases and rent-free periods are recognized on a straight-line basis over the term of the lease. Fee income includes fees earned from management of segregated fund assets, proprietary mutual fund assets, record-keeping, fees earned on administrative services only Group health contracts, commissions and fees earned from management services. Fee and other income is recognized on the transfer of services to customers for the amount that reflects the consideration expected to be received in exchange for those services promised. The Company has sub-advisor arrangements where the Company retains the primary obligation with the client; as a result, fee income earned is reported on a gross basis with the corresponding sub-advisor expense recorded in operating and administrative expenses. (p) Owner Occupied Properties and Fixed Assets Property held for own use and fixed assets are carried at cost less accumulated depreciation, disposals and impairments. Depreciation is expensed to write-off the cost of assets, over their estimated useful lives, using the straight-line method, on the following bases: Owner occupied properties Furniture and fixtures Other fixed assets 15 – 20 years 5 – 10 years 3 – 10 years Depreciation methods, useful lives and residual values are reviewed at least annually and adjusted if necessary. (q) Deferred Acquisition Costs Included in other assets are deferred acquisition costs relating to investment contracts. These are recognized as assets if the costs are incremental and incurred due to the contract being issued and are primarily amortized on a straight-line basis over the policy term, not to exceed 20 years. (r) Segregated Funds Segregated funds assets and liabilities arise from contracts where all financial risks associated with the related assets are borne by policyholders and are presented separately on the Consolidated Balance Sheets. The assets and liabilities are set equal to the fair value of the underlying asset portfolio. Investment income and changes in fair value of the segregated fund assets are offset by a corresponding change in the segregated fund liabilities. (s) Insurance and Investment Contract Liabilities Contract Classification When significant insurance risk exists, the Company’s products are classified at contract inception as insurance contracts, in accordance with IFRS 4, Insurance Contracts (IFRS 4). Significant insurance risk exists when the Company agrees to compensate policyholders or beneficiaries of the contract for specified uncertain future events that adversely affect the policyholder and whose amount and timing is unknown. Refer to note 14 for discussion of insurance risk. In the absence of significant insurance risk, the contract is classified as an investment contract or service contract. Investment contracts with discretionary participating features are accounted for in accordance with IFRS 4 and investment contracts without discretionary participating features are accounted for in accordance with IAS 39, Financial Instruments: Recognition & Measurement. The Company has not classified any contracts as investment contracts with discretionary participating features. Investment contracts may be reclassified as insurance contracts after inception if insurance risk becomes significant. A contract that is classified as an insurance contract at contract inception remains as such until all rights and obligations under the contract are extinguished or expire. Investment contracts are contracts that carry financial risk, which is the risk of a possible future change in one or more of the following: interest rate, commodity price, foreign exchange rate, or credit rating. Refer to note 9 for discussion of Financial Instruments Risk Management. 106 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements Measurement Insurance contract liabilities represent the amounts required, in addition to future premiums and investment income, to provide for future benefit payments, policyholder dividends, commission and policy administrative expenses for all insurance and annuity policies in force with the Company. The Appointed Actuaries of the Company’s subsidiary companies are responsible for determining the amount of the liabilities to make appropriate provisions for the Company’s obligations to policyholders. The Appointed Actuaries determine the liabilities for insurance contracts using generally accepted actuarial practices, according to the standards established by the Canadian Institute of Actuaries. The valuation uses the Canadian Asset Liability Method. This method involves the projection of future events in order to determine the amount of assets that must be set aside currently to provide for all future obligations and involves a significant amount of judgment. In the computation of insurance contract liabilities, valuation assumptions have been made regarding rates of mortality/morbidity, investment returns, levels of operating expenses, rates of policy termination and rates of utilization of elective policy options or provisions. The valuation assumptions use best estimates of future experience together with a margin for adverse deviation. These margins are necessary to provide for possibilities of mis-estimation and/for future deterioration in the best estimate assumptions and provide reasonable assurance that insurance contract liabilities cover a range of possible outcomes. Margins are reviewed periodically for continued appropriateness. Investment contract liabilities are measured at fair value determined using discounted cash flows utilizing the yield curves of financial instruments with similar cash flow characteristics. (t) Deferred Income Reserves Included in other liabilities are deferred income reserves relating to investment contracts. These are amortized on a straight-line basis to recognize the initial policy fees over the policy term, not to exceed 20 years. (u) Income Taxes The income tax expense for the period represents the sum of current income tax and deferred income tax. Income tax is recognized as an expense or income in profit or loss except to the extent that it relates to items that are recognized outside profit or loss (whether in other comprehensive income or directly in equity), in which case the income tax is also recognized outside profit or loss. Current Income Tax Current income tax is based on taxable income for the year. Current income tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to (recovered from) the taxation authorities using the tax rates that have been enacted or substantively enacted at the balance sheet date in each respective jurisdiction. Current income tax assets and current income tax liabilities are offset if a legally enforceable right exists to offset the recognized amounts and the entity intends either to settle on a net basis, or to realize the assets and settle the liabilities simultaneously. A provision for tax treatment uncertainties which meet the probable threshold for recognition is measured using either the most likely amount or the expected value, depending upon which method provides the better prediction of the resolution of the uncertainty. The provision for tax uncertainties will be classified as current or deferred based on how a disallowance of the underlying uncertain tax treatment would impact the tax provision accrual as of the balance sheet date. Deferred Income Tax Deferred income tax is the tax expected to be payable or recoverable on differences arising between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable income and is accounted for using the balance sheet liability method. Deferred income tax liabilities are generally recognized for all taxable temporary differences and deferred income tax assets are recognized to the extent that it is probable that taxable profits will be available against which deductible temporary differences, unused tax losses and carryforwards can be utilized. Recognition is based on the fact that it is probable that the entity will have taxable profits and/or tax planning opportunities available to allow the deferred income tax asset to be utilized. Changes in circumstances in future periods may adversely impact the assessment of the recoverability. The uncertainty of the recoverability is taken into account in establishing the deferred income tax assets. The Company’s annual financial planning process provides a significant basis for the measurement of deferred income tax assets. Deferred income tax assets and liabilities are measured at the tax rates expected to apply in the year when the asset is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date. Deferred income tax assets and deferred income tax liabilities are offset if a legally enforceable right exists to net current income tax assets against current income tax liabilities and the deferred income taxes relate to the same taxable entity and the same taxation authority. The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized. Unrecognized deferred income tax assets are reassessed at each balance sheet date and are recognized to the extent that it has become probable that future taxable profit will allow the deferred income tax asset to be recovered. Deferred income tax liabilities are recognized for taxable temporary differences arising on investments in subsidiaries and associates, except where the group controls the timing of the reversal of the temporary difference and it is probable that the temporary differences will not reverse in the foreseeable future. Great-West Lifeco Inc. 2019 Annual Report 107 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) (v) Policyholder Benefits Policyholder benefits include benefits and claims on life insurance contracts, maturity payments, annuity payments and surrenders. Gross benefits and claims for life insurance contracts include the cost of all claims arising during the year and settlement of claims. Death claims and surrenders are recorded on the basis of notifications received. Maturities and annuity payments are recorded when due. (w) Repurchase Agreements The Company accounts for certain forward settling to be announced security transactions as derivatives as the Company does not regularly accept delivery of such securities when issued. (x) Pension Plans and Other Post-Employment Benefits The Company’s subsidiaries maintain contributory and non-contributory defined benefit pension plans for certain employees and advisors. The Company’s subsidiaries also provide post-employment health, dental and life insurance benefits to eligible employees, advisors and their dependents. The present value of the defined benefit obligations and the related current service cost is determined using the projected unit credit method (note 24). Pension plan assets are recorded at fair value. For the defined benefit plans of the Company’s subsidiaries, service costs and net interest costs are recognized in the Consolidated Statements of Earnings. Service costs include current service cost, administration expenses, past service costs and the impact of curtailments and settlements. To determine the net interest costs (income) recognized in the Consolidated Statements of Earnings, the Company’s subsidiaries apply a discount rate to the net benefit liability (asset), where the discount rate is determined by reference to market yields at the beginning of the year on high quality corporate bonds. For the defined benefit plans of the Company’s subsidiaries, re-measurements of the net defined benefit liability (asset) due to asset returns less (greater) than interest income, actuarial losses (gains) and changes in the asset ceiling are recognized in the Consolidated Statements of Comprehensive Income. The Company’s subsidiaries also maintain defined contribution pension plans for certain employees and advisors. For the defined contribution plans of the Company’s subsidiaries, the current service costs are recognized in the Consolidated Statements of Earnings. (y) Equity Financial instruments issued by the Company are classified as share capital if they represent a residual interest in the assets of the Company. Preferred share capital is classified as equity if it is non-redeemable, or retractable only at the Company’s option and any dividends are discretionary. Incremental costs that are directly attributable to the issue of share capital are recognized as a deduction from equity, net of income tax. Contributed surplus represents the vesting expense on unexercised equity instruments under share-based payment plans. Accumulated other comprehensive income (loss) represents the total of the unrealized foreign exchange gains (losses) on translation of foreign operations, the unrealized foreign exchange gains (losses) on euro debt designated as a hedge of the net investment of foreign operations, the unrealized gains (losses) on available-for-sale assets, the unrealized gains (losses) on cash flow hedges, and the re-measurements on defined benefit pension and other post-employment benefit plans net of tax, where applicable. Non-controlling interests in subsidiaries represents the proportion of equity that is attributable to minority shareholders. Participating account surplus in subsidiaries represents the proportion of equity attributable to the participating account of the Company’s subsidiaries. (z) Share-Based Payments The Company provides share-based compensation to certain employees and Directors of the Company and its subsidiaries. The Company follows the fair value based method of accounting for the valuation of compensation expense for shares and share options granted to employees under its stock option plans (note 23). This share-based payment expense is recognized in operating and administrative expenses in the Consolidated Statements of Earnings and as an increase to contributed surplus over the vesting period of the granted options. When options are exercised, the proceeds received, along with the amount in contributed surplus, are transferred to share capital. The Company and certain of its subsidiaries have established Deferred Share Unit Plans (DSU Plans) in which the Directors of the Company participate. Units issued under the DSU Plans vest when granted. The Company recognizes an increase in operating and administrative expenses for the units granted under the DSU Plans. The Company recognizes a liability for units granted under the DSU Plans which is re-measured at each reporting period based on the market value of the Company’s common shares. Certain employees of the Company are entitled to participate in the Performance Share Unit Plan (PSU Plan). Units issued under the Performance Share Unit Plan vest over a three year period. The Company uses the fair value method to recognize compensation expense for the units granted under the plan over the vesting period with a corresponding increase in the liability based on the market value of the Company’s common shares. The Company has an Employee Share Ownership Program (ESOP) where, subject to certain conditions being met, the Company will match contributions up to a maximum amount. The Company’s contributions are expensed within operating and administrative expenses as incurred. 108 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (aa) Earnings Per Common Share Earnings per common share is calculated using net earnings after preferred share dividends and the weighted average number of common shares outstanding. Diluted earnings per share is calculated by adjusting common shareholders’ net earnings and the weighted average number of common shares outstanding for the effects of all potential dilutive common shares assuming that all convertible instruments are converted and outstanding options are exercised. (ab) Leases Effective January 1, 2019, the Company adopted IFRS 16 which replaces IAS 17. The Company has elected to adopt IFRS 16 using a modified retrospective approach and accordingly the information presented for 2018 has not been restated. The comparative information remains as previously reported under IAS 17 and related interpretations. Where the Company is the lessee, a right-of-use asset and a lease liability are recognized on the Consolidated Balance Sheets as at the lease commencement date. Right-of-use assets are initially measured based on the initial amount of lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentive received. Right-of-use assets are included within other assets with the exception of right-of-use assets which meet the definition of investment property which are presented within investment properties and subject to the Company’s associated accounting policy. Right-of-use assets presented within other assets are depreciated to the earlier of the useful life of the right-of-use asset or the lease term using the straight-line method. Depreciation expense on right-of-use assets is included within operating and administrative expenses. Lease liabilities are initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Company shall use the lessee’s incremental borrowing rate. Generally, the Company uses the lessee’s incremental borrowing rate as its discount rate. The lease liability is measured at amortized cost using the effective interest method and is included within other liabilities. Interest expense on lease liabilities is included within operating and administrative expenses. The Company has elected to apply a practical expedient not to recognize right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low-value assets. For the information presented for 2018, leases that do not transfer substantially all the risks and rewards of ownership are classified as operating leases. Payments made under operating leases, where the Company is the lessee, are charged to net earnings over the period of use. Where the Company is the lessor under an operating lease for its investment property, the assets subject to the lease arrangement are presented within the Consolidated Balance Sheets. Income from these leases is recognized in the Consolidated Statements of Earnings on a straight-line basis over the lease term. Investments in a lease that transfers substantially all the risks and rewards of ownership to the lessee are classified as a finance lease. The Company is the lessor under a finance lease and the investment is recognized as a receivable at an amount equal to the net investment in the lease, which is represented as the present value of the minimum lease payments due from the lessee and is presented within the Consolidated Balance Sheets. Payments received from the lessee are apportioned between the recognition of finance lease income and the reduction of the finance lease receivable. Income from the finance leases is recognized in the Consolidated Statements of Earnings at a constant periodic rate of return on the Company’s net investment in the finance lease. (ac) Operating Segments Operating segments have been identified based on internal reports that are regularly reviewed by the Company’s Chief Executive Officer to allocate resources and assess performance of segments. The Company’s reportable operating segments are categorized by geographic region and include Canada, the United States and Europe. The Canada segment comprises the Individual Customer and Group Customer business units. GWL&A and Putnam are reported in the United States segment. The Europe segment comprises Insurance & Annuities and Reinsurance. The Lifeco Corporate segment represents activities and transactions that are not directly attributable to the measurement of the operating segments of the Company. Great-West Lifeco Inc. 2019 Annual Report 109 Notes to Consolidated Financial Statements 2. Basis of Presentation and Summary of Accounting Policies (cont’d) (ad) Future Accounting Policies Standard Summary of Future Changes IFRS 17 – Insurance Contracts In May 2017, the IASB issued IFRS 17, Insurance Contracts, which will replace IFRS 4, Insurance Contracts. On June 26, 2019 the IASB issued an exposure draft covering targeted amendments to the IFRS 17 standard, including a proposed amendment to defer the effective date of the standard by one year to January 1, 2022. In addition, the IASB extended to January 1, 2022 the exemption for insurers to apply the financial instruments standard, IFRS 9 – Financial Instruments, keeping the alignment of the effective dates for IFRS 9 and IFRS 17. The IASB is currently in the process of considering the feedback received on the exposure draft and is planning to issue the final amendments in mid-2020. Due to the responses received from stakeholders during the comment period on the exposure draft, the IASB is considering a deferral beyond January 1, 2022 for the effective date of IFRS 17. The IASB has confirmed certain amendments proposed in the exposure draft – namely the amendment on the expected recovery of insurance acquisition cash flows and has also agreed to extend the scope of the amendment related to the recovery of losses on reinsurance contracts to apply to all reinsurance held contracts. The adoption of IFRS 17 is a significant initiative for the Company supported by a formal governance framework and project plan, for which substantial resources are being dedicated. The Company has assembled a project team that is working on implementation which involves preparing the financial reporting systems and processes for reporting under IFRS 17, policy development and operational and change management. These groups are also monitoring developments from the IASB and various industry groups that the Company has representation on. The Company has made progress in implementing its project plan, with key policy decisions well-advanced as well as progression on the implementation of the technology solution. The Company continues to evaluate the readiness of technology vendors and their ability to deliver for IFRS 17 implementation. IFRS 17 sets out the requirements for the recognition, measurement, presentation and disclosures of insurance contracts a company issues and reinsurance contracts it holds. IFRS 17 introduces three new measurement models depending on the nature of the insurance contracts: the General Measurement Model, the Premium Allocation Approach and the Variable Fee Approach. IFRS 17 requires entities to measure insurance contract liabilities on the balance sheet as the total of: (a) the fulfilment cash flows – the current estimates of amounts that a company expects to collect from premiums and pay out for claims, benefits and expenses, including an adjustment for the timing and risk of those amounts; and (b) the contractual service margin – the future profit for providing insurance coverage. Under IFRS 17, the discount rate used to reflect the time value of money in the fulfillment cash flows must be based on the characteristics of the liability. This is a significant change from IFRS 4 and the Canadian Asset Liability Method, where the discount rate was based on the yield curves of the assets supporting those liabilities (refer to the Company’s significant accounting policies in note 2 of these financial statements). The future profit for providing insurance coverage (including impacts of new business) is reflected in the initial recognition of insurance contract liabilities and then recognized into profit or loss over time as the insurance coverage is provided. IFRS 17 also requires the Company to distinguish between groups of contracts expected to be profit making and groups of contracts expected to be onerous. The Company is required to update the fulfilment cash flows at each reporting date, using current estimates of the amount, timing and uncertainty of cash flows and discount rates. As a result of the new valuation methodologies required under IFRS 17, the Company expects its insurance contract liabilities to increase upon adoption. IFRS 17 will affect how the Company accounts for its insurance contracts and how it reports financial performance in the Consolidated Statements of Earnings, in particular the timing of earnings recognition for insurance contracts. The adoption of IFRS 17 will also have a significant impact on how insurance contract results are presented and disclosed in the consolidated financial statements and on regulatory and tax regimes that are dependent upon IFRS accounting values. The Company is also actively monitoring potential impacts on regulatory capital and the associated ratios and disclosures. The Company continues to assess all these impacts through its global implementation plan. IFRS 9 – Financial Instruments In July 2014, the IASB issued a final version of IFRS 9, Financial Instruments (IFRS 9) to replace IAS 39, Financial Instruments: Recognition and Measurement. The standard provides changes to financial instruments accounting for the following: • classification and measurement of financial instruments based on a business model approach for managing financial assets and the contractual cash flow characteristics of the financial asset; • impairment based on an expected loss model; and • hedge accounting that incorporates the risk management practices of an entity. In September 2016, the IASB issued an amendment to IFRS 4, Insurance Contracts (IFRS 4). The amendment “Applying IFRS 9, Financial Instruments with IFRS 4, Insurance Contracts” provides qualifying insurance companies with two options to address the potential volatility associated with implementing the IFRS 9 standard before the new proposed insurance contract standard is effective. The two options are as follows: • Deferral Approach – provides the option to defer implementation of IFRS 9 until the year 2022 or the effective date of the new insurance contract standard, whichever is earlier; or • Overlay Approach – provides the option to recognize the volatility that could arise when IFRS 9 is applied within other comprehensive income, rather than profit or loss. The Company qualifies for the amendment and is applying the deferral approach to allow adoption of both IFRS 9 and IFRS 17 simultaneously. The disclosure for the measurement and classification of the Company’s portfolio investments provides most of the information required by IFRS 9. The Company continues to evaluate the impact for the adoption of this standard with the adoption of IFRS 17. 110 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements Standard Summary of Future Changes IFRS 3 – Business Combinations In October 2018, the IASB issued amendments to IFRS 3, Business Combinations. The amendments provide additional guidance as to whether a company acquired a business or a group of assets. The amendments will be applied prospectively to all business combinations and asset acquisitions for which the acquisition date is on or after January 1, 2020. IAS 1 – Presentation of Financial Statements and IAS 8 – Accounting Policies, Changes in Accounting Estimates and Errors IFRS 9 – Financial Instruments, IAS 39 – Financial Instruments: Recognition and Measurement and IFRS 7 – Financial Instruments: Disclosures In October 2018, the IASB issued amendments to IAS 1, Presentation of Financial Statements and IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors. The amendments are to clarify the definition of ‘material’ and to align the definition used in the Conceptual Framework and the standards themselves. The amendments will be applied prospectively for annual periods beginning on or after January 1, 2020, with earlier application permitted. In September 2019, the IASB issued amendments to IFRS 9, Financial Instruments, IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures. The amendments modify specific hedge accounting requirements so that entities would apply those hedge accounting requirements assuming that the interest rate benchmark on which the hedged cash flows and cash flows from the hedging instrument are based will not be altered as a result of interest rate benchmark reform. The amendments are effective January 1, 2020. Although adoption of these amendments will not have a significant impact on the Company’s consolidated financial statements, additional disclosures will be required. 3. Business Acquisitions and Other Transactions (a) U.S. Individual Life Insurance and Annuity Business Reinsurance Agreement On January 24, 2019, GWL&A announced that it had entered into an agreement with Protective Life Insurance Company (Protective Life) to sell, via indemnity reinsurance, substantially all of its individual life insurance and annuity business in its United States segment. The transaction was completed on June 1, 2019. The Consolidated Balance Sheets were impacted by the transfer of $15,511 of invested assets to Protective Life (note 7), recognition of $15,230 of reinsurance assets (note 14) and $985 of cash received as a result of the transaction. Within the Consolidated Statements of Earnings, the Company recognized increases of $13,889 to ceded premiums, $1,080 to fee and other income, $219 to total net investment income (note 7) and $120 to operating and administrative expenses (note 28), as well as a decrease of $12,463 to total paid or credited to policyholders. In the second quarter of 2019, the Company recognized a loss related to this transaction of $247 ($199 after-tax) (note 32), which included transaction costs of $80 ($63 after-tax) and $45 ($36 after-tax) due to updated expense assumptions primarily related to stranded overhead. The liabilities transferred and ceding commission received at the closing of this transaction are subject to future adjustments. In October 2019, Protective Life provided the Company with its listing of proposed adjustments with respect to the liabilities transferred. In December 2019, the Company formally objected to these proposed adjustments. The Master Transaction Agreement requires the parties to attempt to resolve these differences in an informal manner and that process is ongoing. Based on the information presently known, it is difficult to predict the outcome of this matter with certainty, but this matter is not expected to materially impact the consolidated financial position of the Company. (b) Invesco Ltd. (Ireland) On August 1, 2018, the Company, through its indirect wholly-owned subsidiary Irish Life Group Limited (Irish Life), completed its agreement to acquire a controlling interest in Invesco Ltd. (Ireland), an independent financial consultancy firm in Ireland that specializes in employee benefit consultancy and private wealth management who manages and administers assets on behalf of clients. During the second quarter of 2019, the comprehensive valuation of the fair value of the net assets acquired, including intangible assets and completion of the final purchase price allocation, was finalized with no significant adjustment to goodwill. Revenue and net earnings of Invesco Ltd. (Ireland) were not significant to the results of the Company. Great-West Lifeco Inc. 2019 Annual Report 111 Notes to Consolidated Financial Statements 4. Assets Held For Sale Sale of policies to Scottish Friendly On June 21, 2018, Canada Life Limited, an indirect wholly-owned subsidiary of the Company, announced an agreement to sell a heritage block of individual policies to Scottish Friendly of $4,216, comprised of unit-linked policies of $3,319 and non unit-linked policies of $897. The initial composition of the assets and liabilities of the disposal group classified as assets held for sale as at December 31, 2018 are as follows: Assets Cash and cash equivalents Bonds Stocks Investment properties Loans to policyholders Assets held for sale Investments on account of segregated fund policyholders Total assets included in disposal group classified as held for sale Liabilities Insurance contract liabilities Investment contract liabilities Liabilities held for sale Investment and insurance contracts on account of segregated fund policyholders Total liabilities included in disposal group classified as held for sale $ 112 731 22 29 3 897 3,319 $ 4,216 $ 870 27 897 3,319 $ 4,216 On October 22, 2019, the required court approval for the transfer of these policies was received. The transfer of these policies occurred, effective November 1, 2019, as part of the United Kingdom Business Transformation (note 5). Net earnings from the disposal of these policies will be finalized in the first half of 2020 and are not expected to be material to the consolidated financial statements. 5. Restructuring Putnam Restructuring In 2019, Putnam recorded a restructuring provision of $52 pre-tax ($36 after-tax), which is recorded in restructuring expenses in the Consolidated Statements of Earnings. This restructuring is in respect of expense reductions and a realignment of its resources to best position itself for current and future opportunities. The expense reductions will be achieved through a reduction in staff, consolidation of certain mutual funds, digital technology modernization and facilities downsizing. The Company expects to pay out a significant portion of these remaining amounts during 2020. At December 31, 2019, the Company has a restructuring provision of $37 remaining in other liabilities. The change in the restructuring provision for the Putnam restructuring is set out below: Balance, beginning of year Restructuring expenses Amounts used Balance, end of year United Kingdom Business Transformation $ $ – 52 (15) 37 In 2018, the Company recorded a restructuring provision in the European segment of $67 pre-tax ($56 after-tax) in the common shareholder’s account. This restructuring is in respect of activities aimed at achieving planned expense reductions and an organizational realignment. The expense reductions will be achieved through decommissioning of systems, reduction in staff and other costs as a result of integrating Retirement Advantage into Canada Life along with the sale of a heritage block of individual policies to Scottish Friendly. At December 31, 2019, the Company has a restructuring provision of $39 remaining in other liabilities. The change in the restructuring provision for the United Kingdom Business Transformation is set out below: Balance, beginning of year Restructuring expenses Amounts used Changes in foreign exchange rates Balance, end of year 112 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ $ 61 – (21) (1) $ 39 $ – 67 (8) 2 61 Notes to Consolidated Financial Statements 6. Cash and Cash Equivalents Cash and cash equivalents include amounts held at the Lifeco holding company level and amounts held in Lifeco’s consolidated subsidiary companies. Cash Short-term deposits Total 2019 2018 $ 2,860 1,768 $ 4,628 $ $ 2,527 1,641 4,168 At December 31, 2019, cash of $574 was restricted for use by the Company ($339 at December 31, 2018) in respect of cash held in trust for reinsurance agreements or with regulatory authorities, cash held under certain indemnity arrangements, client monies held by brokers and cash held in escrow. 7. Portfolio Investments (a) Carrying values and estimated fair values of portfolio investments are as follows: Bonds Designated fair value through profit or loss (1) Classified fair value through profit or loss (1) Available-for-sale Loans and receivables Mortgage loans Residential Designated fair value through profit or loss (1) Loans and receivables Commercial Stocks Designated fair value through profit or loss (1) Available-for-sale Available-for-sale, at cost (2) Equity method Investment properties Total (3) 2019 2018 Carrying value Fair value Carrying value Fair value $ 84,229 1,717 11,710 17,372 $ 84,229 1,717 11,710 19,344 $ 90,015 1,886 13,239 19,722 $ 90,015 1,886 13,239 20,619 115,028 117,000 124,862 125,759 1,314 9,073 10,387 13,881 24,268 9,752 16 189 418 10,375 5,887 1,314 9,347 10,661 14,485 25,146 9,752 16 189 410 10,367 5,887 813 9,721 10,534 14,480 25,014 8,658 11 267 354 9,290 5,218 813 9,808 10,621 14,790 25,411 8,658 11 267 293 9,229 5,218 $ 155,558 $ 158,400 $ 164,384 $ 165,617 (1) A financial asset is designated as fair value through profit or loss on initial recognition if it eliminates or significantly reduces an accounting mismatch. Changes in the fair value of financial assets designated as fair value through profit or loss are generally offset by changes in insurance contract liabilities, since the measurement of insurance contract liabilities is determined with reference to the assets supporting the liabilities. A financial asset is classified as fair value through profit or loss on initial recognition if it is part of a portfolio that is actively traded for the purpose of earning investment income. (2) Fair value cannot be reliably measured, therefore the investments are held at cost. (3) As a result of the reinsurance transaction with Protective Life (note 3), invested assets were transferred. Great-West Lifeco Inc. 2019 Annual Report 113 Notes to Consolidated Financial Statements 7. Portfolio Investments (cont’d) (b) Carrying value of bonds and mortgages by term to maturity are as follows: Bonds Mortgage loans (1) Total Bonds Mortgage loans (1) Total 2019 1 year or less $ 12,142 941 Term to maturity Over 1 year to 5 years $ 25,989 8,180 Over 5 years Total $ 76,860 15,118 $ 114,991 24,239 $ 13,083 $ 34,169 $ 91,978 $ 139,230 2018 1 year or less Term to maturity Over 1 year to 5 years Over 5 years Total $ 11,642 969 $ 28,196 7,928 $ 84,822 16,093 $ 124,660 24,990 $ 12,611 $ 36,124 $ 100,915 $ 149,650 (1) Mortgage loans include equity release mortgages which do not have a fixed redemption date. The maturity profile of the portfolio has therefore been estimated based on previous redemption experience. The above excludes the carrying value of impaired bonds and mortgage loans, as the ultimate timing of collectability is uncertain. (c) Certain stocks where equity method earnings are computed are discussed below: The majority of the Company’s equity method investments relate to the Company’s investment, held through Great-West Life, in an affiliated company, IGM, a member of the Power Financial group of companies, over which it exerts significant influence but does not control. The Company’s proportionate share of IGM’s earnings is recorded in net investment income in the Consolidated Statements of Earnings. The Company owns 9,200,505 shares of IGM at December 31, 2019 (9,200,548 at December 31, 2018) representing a 3.86% ownership interest (3.82% at December 31, 2018). The Company uses the equity method to account for its investment in IGM as it exercises significant influence. Significant influence arises from several factors, including, but not limited to the following: common control of the Company and IGM by Power Financial, shared representation on the Boards of Directors of the Company and IGM, interchange of managerial personnel, and certain shared strategic alliances, significant intercompany transactions and service agreements that influence the financial and operating policies of both companies. Carrying value, beginning of year Equity method share of IGM net earnings De-recognition of certain deferred sales commissions Dividends received Carrying value, end of year Share of equity, end of year Fair value, end of year 2019 2018 $ $ $ $ 346 25 – (21) 350 171 342 $ $ $ $ 362 26 (21) (21) 346 174 285 The Company and IGM both have a year-end date of December 31. The Company’s year-end results are approved and reported before IGM publicly reports its financial result; therefore, the Company reports IGM’s financial information by estimating the amount of earnings attributable to the Company, based on prior quarter information as well as other market expectations, to complete equity method accounting. The difference between actual and estimated results is reflected in the subsequent quarter and is not material to the Company’s consolidated financial statements. IGM’s financial information as at December 31, 2019 can be obtained in its publicly available information. At December 31, 2019, IGM owned 37,337,133 (39,737,388 at December 31, 2018) common shares of the Company. 114 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (d) Included in portfolio investments are the following: (i) Carrying amount of impaired investments Impaired amounts by classification Fair value through profit or loss Available-for-sale Loans and receivables Total 2019 2018 $ $ 21 16 29 66 $ $ 178 30 28 236 The carrying amount of impaired investments includes $37 bonds and $29 mortgage loans at December 31, 2019 ($202 bonds, $24 mortgage loans and $10 stocks at December 31, 2018). The above carrying values for loans and receivables are net of allowances of $51 at December 31, 2019 and $20 at December 31, 2018. (ii) The allowance for credit losses and changes in the allowance for credit losses related to investments classified as loans and receivables are as follows: 2019 Mortgage loans Bonds Total Bonds 2018 Mortgage loans Balance, beginning of year Net provision for credit losses – in year Write-offs, net of recoveries Balance, end of year $ $ – – – – $ $ 20 50 (19) $ 20 50 (19) $ 51 $ 51 $ – – – – $ $ 40 4 (24) 20 $ $ Total 40 4 (24) 20 The allowance for credit losses is supplemented by the provision for future credit losses included in insurance contract liabilities. Great-West Lifeco Inc. 2019 Annual Report 115 Notes to Consolidated Financial Statements 7. Portfolio Investments (cont’d) (e) Net investment income comprises the following: Regular net investment income: Investment income earned Net realized gains Available-for-sale Other classifications (1) Net allowances for credit losses on loans and receivables Other income (expenses) Changes in fair value on fair value through profit or loss assets: Classified fair value through profit or loss Designated fair value through profit or loss Recorded at fair value through profit or loss Bonds Mortgage loans Stocks Investment properties Other Total 2019 $ 3,948 $ 906 $ 301 $ 374 $ 553 $ 6,082 57 164 – – – 172 (50) – 4,169 1,028 45 5,740 – 5,785 – 107 – 107 19 – – – 320 – 1,405 – 1,405 – – – (117) 257 – – 37 37 – – – (166) 387 – (388) – (388) 76 336 (50) (283) 6,161 45 6,864 37 6,946 Total $ 9,954 $ 1,135 $ 1,725 $ 294 $ (1) $ 13,107 (1) Includes realized gains from invested assets transferred as a result of the reinsurance transaction with Protective Life (note 3). Regular net investment income: Investment income earned Net realized gains (losses) Available-for-sale Other classifications Net allowances for credit losses on loans and receivables Other income (expenses) Changes in fair value on fair value through profit or loss assets: Classified fair value through profit or loss Designated fair value through profit or loss Recorded at fair value through profit or loss Bonds Mortgage loans Stocks 2018 Investment properties Other Total $ 4,416 $ 916 $ 271 $ 340 $ 529 $ 6,472 (7) 15 – – 4,424 (13) (3,027) – (3,040) – 81 (4) – 993 – (24) – (24) 3 – – – 274 (1) (775) – (776) (502) – – – (95) 245 – – 33 33 $ 278 $ – 21 – (128) 422 – 201 – 201 623 (4) 117 (4) (223) 6,358 (14) (3,625) 33 (3,606) $ 2,752 Total $ 1,384 $ 969 $ Investment income earned comprises income from investments that are classified as available-for-sale, loans and receivables and investments classified or designated as fair value through profit or loss. Investment income from bonds and mortgages includes interest income and premium and discount amortization. Income from stocks includes dividends, distributions from private equity and equity income from the investment in IGM. Investment properties income includes rental income earned on investment properties, ground rent income earned on leased and sub-leased land, fee recoveries, lease cancellation income, and interest and other investment income earned on investment properties. Other income includes policyholder loan income, foreign exchange gains and losses, income earned from derivative financial instruments and other miscellaneous income. (f ) Transferred Financial Assets The Company engages in securities lending to generate additional income. The Company’s securities custodians are used as lending agents. Collateral, which exceeds the fair value of the loaned securities, is deposited by the borrower with the Company’s lending agent and maintained by the lending agent until the underlying security has been returned. The fair value of the loaned securities is monitored on a daily basis by the lending agent who obtains or refunds additional collateral as the fair value of the loaned securities fluctuates. Included in the collateral deposited with the Company’s lending agent is cash collateral of $398 as of December 31, 2019 ($84 at December 31, 2018). In addition, the securities lending agent indemnifies the Company against borrower risk, meaning that the lending agent agrees contractually to replace securities not returned due to a borrower default. As at December 31, 2019, the Company had loaned securities (which are included in invested assets) with a fair value of $7,023 ($8,847 at December 31, 2018). 116 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 8. Funds Held by Ceding Insurers At December 31, 2019, the Company had amounts on deposit of $8,714 ($9,251 at December 31, 2018) for funds held by ceding insurers on the Consolidated Balance Sheets. Income and expenses arising from the agreements are included in net investment income in the Consolidated Statements of Earnings. The details of the funds on deposit for certain agreements where the Company has credit risk are as follows: (a) Carrying values and estimated fair values: Cash and cash equivalents Bonds Other assets Total Supporting: Reinsurance liabilities Surplus Total 2019 2018 Carrying value $ 216 6,445 80 Fair value $ 216 6,445 80 Carrying value $ 230 6,925 91 Fair value $ 230 6,925 91 $ 6,741 $ 6,741 $ 7,246 $ 7,246 $ 6,537 204 $ 6,537 204 $ 6,741 $ 6,741 $ $ 6,992 254 7,246 $ $ 6,992 254 7,246 (b) The following provides details of the carrying value of bonds included in the funds on deposit by issuer and industry sector: Bonds issued or guaranteed by: Treasuries Government related Non-agency securitized Financials Communications Consumer products Energy Industrials Technology Transportation Utilities Total (c) Asset quality Bond Portfolio By Credit Rating AAA AA A BBB BB and lower Total 2019 2018 $ 624 1,275 763 1,412 154 438 176 234 72 170 1,127 $ 821 1,349 745 1,607 154 448 206 217 74 168 1,136 $ 6,445 $ 6,925 2019 2018 $ 601 2,670 2,264 822 88 $ 609 2,858 2,698 667 93 $ 6,445 $ 6,925 Great-West Lifeco Inc. 2019 Annual Report 117 Notes to Consolidated Financial Statements 9. Financial Instruments Risk Management The Company has policies relating to the identification, measurement, management, monitoring and reporting of risks associated with financial instruments. The key risks related to financial instruments are credit risk, liquidity risk and market risk (currency, interest rate and equity). The Risk Committee of the Board of Directors is responsible for the oversight of the Company’s key risks. The following sections describe how the Company manages each of these risks. (a) Credit Risk Credit risk is the risk of loss resulting from an obligor’s potential inability or unwillingness to fully meet its contractual obligations. The following policies and procedures are in place to manage this risk: • Investment policies aim to minimize undue concentration within issuers, connected companies, industries or individual geographies. • Investment limits specify minimum and maximum limits for each asset class. • Identification of credit risk through an internal credit risk rating system which includes a detailed assessment of an obligor’s creditworthiness. Internal credit risk ratings cannot be higher than the highest rating provided by certain independent ratings companies. • Portfolios are monitored continuously, and reviewed regularly with the Risk Committee and the Investment Committee of the Board of Directors. • Credit risk associated with derivative instruments is evaluated quarterly based on conditions that existed at the balance sheet date, using practices that are at least as conservative as those recommended by regulators. The Company manages derivative credit risk by including derivative exposure to aggregate credit exposures measured against rating based obligor limits and through collateral arrangements where possible. • Counterparties providing reinsurance to the Company are reviewed for financial soundness as part of an ongoing monitoring process. The minimum financial strength of reinsurers is outlined in the Reinsurance Risk Management Policy. The Company seeks to minimize reinsurance credit risk by setting rating based limits on net ceded exposure by counterparty as well as seeking protection in the form of collateral or funds withheld arrangements where possible. • Investment guidelines also specify collateral requirements. (i) Maximum Exposure to Credit Risk The following summarizes the Company’s maximum exposure to credit risk related to financial instruments. The maximum credit exposure is the carrying value of the asset net of any allowances for losses. Cash and cash equivalents Bonds Fair value through profit or loss Available-for-sale Loans and receivables Mortgage loans Loans to policyholders Funds held by ceding insurers (1) Reinsurance assets Interest due and accrued Accounts receivable Premiums in course of collection Trading account assets Finance leases receivable Other assets (2) Derivative assets Total 2019 2018 $ 4,628 $ 4,168 85,946 11,710 17,372 24,268 8,601 8,714 20,707 1,196 3,256 1,429 1,092 405 444 451 91,901 13,239 19,722 25,014 8,929 9,251 6,126 1,388 2,502 1,312 843 410 672 417 $ 190,219 $ 185,894 (1) Includes $6,741 ($7,246 at December 31, 2018) of funds held by ceding insurers where the Company retains the credit risk of the assets supporting the liabilities ceded (note 8). (2) Includes items such as current income taxes receivable and miscellaneous other assets of the Company (note 13). Credit risk is also mitigated by entering into collateral agreements. The amount and type of collateral required depends on an assessment of the credit risk of the counterparty. Guidelines are implemented regarding the acceptability of types of collateral and the valuation parameters. Management monitors the value of the collateral, requests additional collateral when needed and performs an impairment valuation when applicable. The Company has $156 of collateral received from counterparties as at December 31, 2019 ($109 at December 31, 2018) relating to derivative assets. 118 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (ii) Concentration of Credit Risk Concentrations of credit risk arise from exposures to a single obligor, a group of related obligors or groups of obligors that have similar credit risk characteristics and operate in the same geographic region or in similar industries. The characteristics are similar in that changes in economic or political environments may impact their ability to meet obligations as they come due. The following provides details of the carrying value of bonds by issuer, industry sector and operating segment: Bonds issued or guaranteed by: Treasuries Government related Agency securitized Non-agency securitized Financials Communications Consumer products Energy Industrials Technology Transportation Utilities Total long-term bonds Short-term bonds Total Bonds issued or guaranteed by: Treasuries Government related Agency securitized Non-agency securitized Financials Communications Consumer products Energy Industrials Technology Transportation Utilities Total long-term bonds Short-term bonds Total 2019 Canada United States Europe Total $ 479 19,307 110 2,159 4,119 888 3,761 2,173 1,764 552 2,897 9,145 47,354 2,680 $ 72 1,795 1,111 4,664 3,011 617 2,738 1,071 2,057 727 546 2,377 20,786 720 $ 11,186 8,814 10 1,738 6,346 1,120 3,504 906 1,735 567 1,197 4,953 42,076 1,412 $ 11,737 29,916 1,231 8,561 13,476 2,625 10,003 4,150 5,556 1,846 4,640 16,475 110,216 4,812 $ 50,034 $ 21,506 $ 43,488 $ 115,028 2018 $ Canada United States $ 654 17,947 80 2,191 3,986 788 3,660 1,805 1,606 611 2,622 8,525 44,475 2,790 $ 103 3,605 1,531 5,701 4,666 1,357 4,073 2,241 3,932 1,105 968 4,201 33,483 74 Europe Total 12,492 8,499 14 1,830 6,068 1,211 3,412 868 1,757 470 1,131 4,686 42,438 1,602 $ 13,249 30,051 1,625 9,722 14,720 3,356 11,145 4,914 7,295 2,186 4,721 17,412 120,396 4,466 $ 47,265 $ 33,557 $ 44,040 $ 124,862 Great-West Lifeco Inc. 2019 Annual Report 119 Notes to Consolidated Financial Statements 9. Financial Instruments Risk Management (cont’d) The following provides details of the carrying value of mortgage loans by operating segment: Single family residential Multi-family residential Equity release Commercial Total Single family residential Multi-family residential Equity release Commercial Total (iii) Asset Quality Bond Portfolio By Credit Rating AAA AA A BBB BB and lower Total Derivative Portfolio By Credit Rating Over-the-counter contracts (counterparty ratings): AA A BBB Exchange-traded Total (iv) Loans Past Due, But Not Impaired 2019 $ Canada 2,069 4,496 374 7,871 United States $ – 1,798 – 2,198 Europe Total $ – 710 940 3,812 $ 2,069 7,004 1,314 13,881 $ 14,810 $ 3,996 $ 5,462 $ 24,268 2018 $ $ United States – 2,434 – 4,006 Europe Total – 497 787 3,251 $ 2,104 7,617 813 14,480 $ Canada 2,104 4,686 26 7,223 $ 14,039 $ 6,440 $ 4,535 $ 25,014 2019 2018 $ 22,083 33,272 37,233 21,922 518 $ 23,558 33,793 41,008 25,553 950 $ 115,028 $ 124,862 2019 2018 $ $ 271 146 34 – 451 $ $ 252 110 47 8 417 Loans that are past due but not considered impaired are loans for which scheduled payments have not been received, but management has reasonable assurance of collection of the full amount of principal and interest due. The following provides carrying values of the loans past due, but not impaired: Less than 30 days 30 – 90 days Greater than 90 days Total 2019 2018 $ $ 28 1 4 33 $ $ 1 2 – 3 (v) The following outlines the future asset credit losses provided for in insurance contract liabilities. These amounts are in addition to the allowance for asset losses included with assets: Participating Non-participating Total 120 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ 1,175 1,400 $ 2,575 $ $ 885 1,710 2,595 Notes to Consolidated Financial Statements (b) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet all cash outflow obligations as they come due. The following policies and procedures are in place to manage this risk: • The Company closely manages operating liquidity through cash flow matching of assets and liabilities and forecasting earned and required yields, to ensure consistency between policyholder requirements and the yield of assets. Approximately 57% (approximately 53% in 2018) of insurance and investment contract liabilities are non-cashable prior to maturity or claim, with a further 14% approximately (13% in 2018) of insurance and investment contract liabilities subject to fair value adjustments under certain conditions. • Management closely monitors the solvency and capital positions of its principal subsidiaries opposite liquidity requirements at the holding company. Additional liquidity is available through established lines of credit or via capital market transactions. The Company maintains $350 of liquidity at the Lifeco level through committed lines of credit with Canadian chartered banks. As well, the Company maintains a $150 liquidity facility at Great-West Life, a U.S. $500 revolving credit agreement with a syndicate of banks for use by Putnam, and a U.S. $50 line of credit at GWL&A. In the normal course of business the Company enters into contracts that give rise to commitments of future minimum payments that impact short-term and long-term liquidity. The following summarizes the principal repayment schedule for certain of the Company’s financial liabilities. Payments due by period Total 1 year 2 years 3 years 4 years 5 years Debentures and other debt instruments Capital trust securities (1) Purchase obligations Pension contributions $ 5,454 150 316 280 $ 500 – 125 280 $ Total $ 6,200 $ 905 $ – – 57 – 57 $ $ – – 29 – 29 $ $ 730 – 13 – $ 743 $ Over 5 years $ 4,224 150 84 – $ 4,458 – – 8 – 8 (1) Payments due have not been reduced to reflect that the Company held capital trust securities of $37 principal amount ($53 carrying value). (c) Market Risk Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market factors which include three types: currency risk, interest rate (including related inflation) risk and equity risk. Caution Related to Risk Sensitivities These consolidated financial statements include estimates of sensitivities and risk exposure measures for certain risks, such as the sensitivity due to specific changes in interest rate levels projected and market prices as at the valuation date. Actual results can differ significantly from these estimates for a variety of reasons including: • Assessment of the circumstances that led to the scenario may lead to changes in (re)investment approaches and interest rate scenarios considered, • Changes in actuarial, investment return and future investment activity assumptions, • Actual experience differing from the assumptions, • Changes in business mix, effective income tax rates and other market factors, • Interactions among these factors and assumptions when more than one changes, and • The general limitations of the Company’s internal models. For these reasons, the sensitivities should only be viewed as directional estimates of the underlying sensitivities for the respective factors based on the assumptions outlined above. Given the nature of these calculations, the Company cannot provide assurance that the actual impact on net earnings attributed to shareholders will be as indicated. Great-West Lifeco Inc. 2019 Annual Report 121 Notes to Consolidated Financial Statements 9. Financial Instruments Risk Management (cont’d) (i) Currency Risk Currency risk relates to the Company operating and holding financial instruments in different currencies. For the assets backing insurance and investment contract liabilities that are not matched by currency, changes in foreign exchange rates can expose the Company to the risk of foreign exchange losses not offset by liability decreases. The Company has net investments in foreign operations. The Company’s debt obligations are denominated in Canadian dollars, euros, and U.S. dollars. In accordance with IFRS, foreign currency translation gains and losses from net investments in foreign operations, net of related hedging activities and tax effects, are recorded in accumulated other comprehensive income. Strengthening or weakening of the Canadian dollar spot rate compared to the U.S. dollar, British pound and euro spot rates impacts the Company’s total equity. Correspondingly, the Company’s book value per share and capital ratios monitored by rating agencies are also impacted. The following policies and procedures are in place to mitigate the Company’s exposure to currency risk: • The Company uses financial measures such as constant currency calculations to monitor the effect of currency translation fluctuations. • Investments are normally made in the same currency as the liabilities supported by those investments. Segmented Investment Guidelines include maximum tolerances for unhedged currency mismatch exposures. • For assets backing liabilities not matched by currency, the Company would normally convert the assets back to the currency of the liability using foreign exchange contracts. • A 10% weakening of the Canadian dollar against foreign currencies would be expected to increase non-participating insurance and investment contract liabilities and their supporting assets by approximately the same amount resulting in an immaterial change to net earnings. A 10% strengthening of the Canadian dollar against foreign currencies would be expected to decrease non-participating insurance and investment contract liabilities and their supporting assets by approximately the same amount resulting in an immaterial change in net earnings. (ii) Interest Rate Risk Interest rate risk exists if asset and liability cash flows are not closely matched and interest rates change causing a difference in value between the asset and liability. The following policies and procedures are in place to mitigate the Company’s exposure to interest rate risk: • The Company utilizes a formal process for managing the matching of assets and liabilities. This involves grouping general fund assets and liabilities into segments. Assets in each segment are managed in relation to the liabilities in the segment. • Interest rate risk is managed by investing in assets that are suitable for the products sold. • Where these products have benefit or expense payments that are dependent on inflation (inflation-indexed annuities, pensions and disability claims) the Company generally invests in real return instruments to hedge its real dollar liability cash flows. Some protection against changes in the inflation index is achieved as any related change in the fair value of the assets will be largely offset by a similar change in the fair value of the liabilities. • For products with fixed and highly predictable benefit payments, investments are made in fixed income assets or real estate whose cash flows closely match the liability product cash flows. Where assets are not available to match certain period cash flows, such as long-tail cash flows, a portion of these are invested in equities and the rest are duration matched. Hedging instruments are employed where necessary when there is a lack of suitable permanent investments to minimize loss exposure to interest rate changes. To the extent these cash flows are matched, protection against interest rate change is achieved and any change in the fair value of the assets will be offset by a similar change in the fair value of the liabilities. • For products with less predictable timing of benefit payments, investments are made in fixed income assets with cash flows of a shorter duration than the anticipated timing of benefit payments, or equities as described below. • The risk associated with the mismatch in portfolio duration and cash flow, asset prepayment exposure and the pace of asset acquisition are quantified and reviewed regularly. Projected cash flows from the current assets and liabilities are used in the Canadian Asset Liability Method to determine insurance contract liabilities. Valuation assumptions have been made regarding rates of returns on supporting assets, fixed income, equity and inflation. The valuation assumptions use best estimates of future reinvestment rates and inflation assumptions with an assumed correlation together with margins for adverse deviation set in accordance with professional standards. These margins are necessary to provide for possibilities of misestimation and/or future deterioration in the best estimate assumptions and provide reasonable assurance that insurance contract liabilities cover a range of possible outcomes. Margins are reviewed periodically for continued appropriateness. Projected cash flows from fixed income assets used in actuarial calculations are reduced to provide for potential asset default losses. The net effective yield rate reduction averaged 0.10% in 2019 (0.10% in 2018). The calculation for future credit losses on assets is based on the credit quality of the underlying asset portfolio. Testing under a number of interest rate scenarios (including increasing, decreasing and fluctuating rates) is done to assess reinvestment risk. The total provision for interest rates is sufficient to cover a broader or more severe set of risks than the minimum arising from the current Canadian Institute of Actuaries prescribed scenarios. 122 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements The range of interest rates covered by these provisions is set in consideration of long-term historical results and is monitored quarterly with a full review annually. An immediate 1% parallel shift in the yield curve would not have a material impact on the Company’s view of the range of interest rates to be covered by the provisions. If sustained however, the parallel shift could impact the Company’s range of scenarios covered. The total provision for interest rates also considers the impact of the Canadian Institute of Actuaries prescribed scenarios: • At December 31, 2019 and December 31, 2018, the effect of an immediate 1% parallel increase in the yield curve on the prescribed scenarios results in interest rate changes to assets and liabilities that will offset each other with no impact to net earnings. • At December 31, 2019 and December 31, 2018, the effect of an immediate 1% parallel decrease in the yield curve on the prescribed scenarios results in interest rate changes to assets and liabilities that will offset each other with no impact to net earnings. Another way of measuring the interest rate risk associated with this assumption is to determine the effect on the insurance and investment contract liabilities impacting the shareholders’ net earnings of the Company of a 1% change in the Company’s view of the range of interest rates to be covered by these provisions. The following provides information on the effect of an immediate 1% increase or 1% decrease in the interest rates at both the low and high end of the range of interest rates recognized in the provisions: 2019 2018 1% increase 1% decrease 1% increase 1% decrease Change in interest rates Increase (decrease) in non-participating insurance and investment contract liabilities Increase (decrease) in net earnings $ $ (230) 175 $ $ 811 (619) $ $ (165) 115 $ $ 639 (465) (iii) Equity Risk Equity risk is the uncertainty associated with the valuation of assets and liabilities arising from changes in equity markets and other pricing risk. To mitigate pricing risk, the Company has investment policy guidelines in place that provide for prudent investment in equity markets within clearly defined limits. The risks associated with segregated fund guarantees have been mitigated through a hedging program for lifetime Guaranteed Minimum Withdrawal Benefit guarantees using equity futures, currency forwards, and interest rate derivatives. For policies with segregated fund guarantees, the Company generally determines insurance contract liabilities at a conditional tail expectation of 75 (CTE75) level. Some insurance and investment contract liabilities are supported by investment properties, common stocks and private equities, for example segregated fund products and products with long-tail cash flows. Generally these liabilities will fluctuate in line with equity values. However, there may be additional market and liability impacts as a result of changes in the equity values that will cause the liabilities to fluctuate differently than the equity values. The following provides information on the expected impacts of a 10% increase or 10% decrease in equity values: 2019 2018 10% increase 10% decrease 10% increase 10% decrease Change in equity values Increase (decrease) in non-participating insurance and investment contract liabilities Increase (decrease) in net earnings $ $ (107) 87 $ $ 162 (129) $ $ (87) 73 $ $ 338 (266) The best estimate return assumptions for equities are primarily based on long-term historical averages. Changes in the current market could result in changes to these assumptions and will impact both asset and liability cash flows. The following provides information on the expected impacts of a 1% increase or 1% decrease in the best estimate assumptions: Change in best estimate return assumptions for equities Increase (decrease) in non-participating insurance contract liabilities Increase (decrease) in net earnings 2019 2018 1% increase 1% decrease 1% increase 1% decrease $ $ (645) 509 $ $ 752 (585) $ $ (591) 476 $ $ 680 (539) Great-West Lifeco Inc. 2019 Annual Report 123 Notes to Consolidated Financial Statements 9. Financial Instruments Risk Management (cont’d) (d) Enforceable Master Netting Arrangements or Similar Agreements The Company enters into International Swaps and Derivative Association’s (ISDA’s) master agreements for transacting over-the- counter derivatives. The Company receives and pledges collateral according to the related ISDA’s Credit Support Annexes. The ISDA’s master agreements do not meet the criteria for offsetting on the Consolidated Balance Sheets because they create a right of set-off that is enforceable only in the event of default, insolvency, or bankruptcy. For exchange-traded derivatives subject to derivative clearing agreements with the exchanges and clearinghouses, there is no provision for set-off at default. Initial margin is excluded from the table within this disclosure as it would become part of a pooled settlement process. The Company’s reverse repurchase agreements are also subject to right of set-off in the event of default. These transactions and agreements include master netting arrangements which provide for the netting of payment obligations between the Company and its counterparties in the event of default. The table sets out the potential effect on the Company’s Consolidated Balance Sheets on financial instruments that have been shown in a gross position where right of set-off exists under certain circumstances that do not qualify for netting on the Consolidated Balance Sheets. Financial instruments – assets Derivative financial instruments Reverse repurchase agreements (3) Total financial instruments – assets Financial instruments – liabilities Derivative financial instruments Total financial instruments – liabilities Financial instruments – assets Derivative financial instruments Reverse repurchase agreements (3) Total financial instruments – assets Financial instruments – liabilities Derivative financial instruments Total financial instruments – liabilities 2019 Related amounts not set-off in the Balance Sheet Offsetting counterparty position (1) Financial collateral received/ pledged (2) Net exposure $ $ $ $ (309) – (309) (309) (309) $ $ $ $ (107) (4) (111) (556) (556) 2018 Related amounts not set-off in the Balance Sheet Offsetting counterparty position (1) Financial collateral received/ pledged (2) $ $ $ $ (276) – (276) (276) (276) $ $ $ $ (101) (15) (116) (599) (599) $ $ $ $ $ $ $ $ 35 – 35 516 516 Net exposure 40 – 40 687 687 Gross amount of financial instruments presented in the Balance Sheet $ $ $ $ 451 4 455 1,381 1,381 Gross amount of financial instruments presented in the Balance Sheet $ $ $ $ 417 15 432 1,562 1,562 (1) Includes counterparty amounts recognized on the Consolidated Balance Sheets where the Company has a potential offsetting position (as described above) but does not meet the criteria for offsetting on the balance sheet, excluding collateral. (2) Financial collateral presented above excludes overcollateralization and, for exchange-traded derivatives, initial margin. Financial collateral received on reverse repurchase agreements is held by a third party. Total financial collateral, including initial margin and overcollateralization, received on derivative assets was $156 ($113 at December 31, 2018), received on reverse repurchase agreements was $4 ($15 at December 31, 2018), and pledged on derivative liabilities was $634 ($691 at December 31, 2018). (3) Assets related to reverse repurchase agreements are included in bonds, on the Consolidated Balance Sheets. 124 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 10. Fair Value Measurement The Company’s assets and liabilities recorded at fair value have been categorized based upon the following fair value hierarchy: Level 1: Fair value measurements utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Assets and liabilities utilizing Level 1 inputs include actively exchange-traded equity securities, exchange-traded futures, and mutual and segregated funds which have available prices in an active market with no redemption restrictions. Level 2: Fair value measurements utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The fair values for some Level 2 securities were obtained from a pricing service. The pricing service inputs include, but are not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, offers and reference data. Level 2 assets and liabilities include those priced using a matrix which is based on credit quality and average life, government and agency securities, restricted stock, some private bonds and investment funds, most investment-grade and high-yield corporate bonds, most asset-backed securities, most over-the-counter derivatives, and mortgage loans. Investment contracts that are measured at fair value through profit or loss are mostly included in the Level 2 category. Level 3: Fair value measurements utilize one or more significant inputs that are not based on observable market inputs and include situations where there is little, if any, market activity for the asset or liability. The values of the majority of Level 3 securities were obtained from single broker quotes, internal pricing models, or external appraisers. Assets and liabilities utilizing Level 3 inputs generally include certain bonds, certain asset-backed securities, some private equities, investments in mutual and segregated funds where there are redemption restrictions, certain over-the-counter derivatives, investment properties and equity release mortgages. The following presents the Company’s assets and liabilities measured at fair value on a recurring basis by hierarchy level: Assets measured at fair value Cash and cash equivalents Financial assets at fair value through profit or loss Bonds Mortgage loans Stocks Total financial assets at fair value through profit or loss Available-for-sale financial assets Bonds Stocks Total available-for-sale financial assets Investment properties Funds held by ceding insurers Derivatives (1) Reinsurance assets Other assets: Trading account assets Other (2) Level 1 Level 2 Level 3 Total 2019 $ 4,628 $ – $ – $ 4,628 – – 8,956 8,956 – 12 12 – 216 – – 332 43 85,879 – 118 85,997 11,710 – 11,710 – 6,445 451 127 760 355 67 1,314 678 2,059 – 4 4 5,887 – – – – – 85,946 1,314 9,752 97,012 11,710 16 11,726 5,887 6,661 451 127 1,092 398 Total assets measured at fair value $ 14,187 $ 105,845 $ 7,950 $ 127,982 Liabilities measured at fair value Derivatives (3) Investment contract liabilities Other liabilities Total liabilities measured at fair value (1) Excludes collateral received from counterparties of $155. (2) Includes collateral received under securities lending arrangements. (3) Excludes collateral pledged to counterparties of $580. $ $ 3 – 43 46 $ $ 1,378 1,656 355 $ 3,389 $ – – – – $ 1,381 1,656 398 $ 3,435 There were no transfers of the Company’s assets and liabilities between Level 1 and Level 2 in the year. Great-West Lifeco Inc. 2019 Annual Report 125 Notes to Consolidated Financial Statements 10. Fair Value Measurement (cont’d) Assets measured at fair value Cash and cash equivalents Financial assets at fair value through profit or loss Bonds Mortgage loans Stocks Total financial assets at fair value through profit or loss Available-for-sale financial assets Bonds Stocks Total available-for-sale financial assets Investment properties Funds held by ceding insurers Derivatives (1) Assets held for sale Other assets: Trading account assets Other (2) Total assets measured at fair value Liabilities measured at fair value Derivatives (3) Investment contract liabilities Investment contract liabilities held for sale Other liabilities Total liabilities measured at fair value (1) Excludes collateral received from counterparties of $109. (2) Includes collateral received under securities lending arrangements. (3) Excludes collateral pledged to counterparties of $612. Level 1 Level 2 Level 3 Total 2018 $ 4,168 $ – $ – $ 4,168 – – 8,254 8,254 – 9 9 – 230 8 134 597 – 91,834 – – 91,834 13,239 – 13,239 – 6,925 409 731 246 84 67 813 404 91,901 813 8,658 1,284 101,372 – 2 2 5,218 – – 29 – – 13,239 11 13,250 5,218 7,155 417 894 843 84 $ 13,400 $ 113,468 $ 6,533 $ 133,401 $ $ 2 – – – 2 $ 1,560 $ – $ 1,562 1,711 1 84 $ 3,356 $ – 26 – 26 1,711 27 84 $ 3,384 There were no transfers of the Company’s assets and liabilities between Level 1 and Level 2 in the year. 126 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements The following presents additional information about assets and liabilities measured at fair value on a recurring basis which the Company classifies as Level 3 in the fair value hierarchy: Fair value through profit or loss bonds Fair value through profit or loss mortgage loans Fair value through profit or loss stocks (3) Available for-sale stocks Investment Assets held properties for sale Total Level 3 assets Investment contract liabilities Liabilities held for sale Total Level 3 liabilities 2019 Balance, beginning of year Change in accounting policy (note 2) Revised balance, beginning of year Total gains (losses) Included in net earnings Included in other comprehensive income (1) Purchases Issues Sales Settlements Other Transfers into Level 3 (2) Transfers out of Level 3 (2) Transferred to held for sale $ 67 $ 813 $ 404 $ 2 $ 5,218 $ 29 $ 6,533 $ – $ 26 $ – 67 4 (4) – – – – – – – – – 813 109 (5) – 469 – (72) – – – – – 404 40 – 299 – (65) – – – – – – 2 – – 2 – – – – – – – 29 5,247 – 29 29 6,562 37 (2) 188 (36) 644 – (5) – – – – – (1) – – (26) – – – – – (46) 945 469 (96) (72) – – – – – – – – – – – – – – – – – 26 – – – – – – (26) – – – Balance, end of year $ 67 $ 1,314 $ 678 $ 4 $ 5,887 $ – $ 7,950 $ – $ – $ Total gains (losses) for the year included in net investment income Change in unrealized gains (losses) for the year included in earnings for assets held $ 4 $ 109 $ 40 $ – $ 37 $ (2) $ 188 $ – $ – $ 26 – 26 – – – – – – (26) – – – – – at December 31, 2019 $ 4 $ 105 $ 38 $ – $ 37 $ – $ 184 $ – $ – $ – (1) Amount of other comprehensive income for fair value through profit or loss bonds, mortgage loans and investment properties represents the unrealized gains (losses) on foreign exchange. (2) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors or the lifting of redemption restrictions on investments in mutual and segregated funds. (3) Includes investments in mutual and segregated funds where there are redemption restrictions. The fair value is based on observable, quoted prices. Great-West Lifeco Inc. 2019 Annual Report 127 Notes to Consolidated Financial Statements 10. Fair Value Measurement (cont’d) Balance, beginning of year Total gains (losses) Included in net earnings Included in other comprehensive income (1) Business acquisitions Purchases Issues Sales Settlements Other Transfers into Level 3 (2) Transfers out of Level 3 (2) Transferred to held for sale 2018 Fair value through profit or loss bonds Fair value through profit or loss mortgage loans Fair value through profit or loss stocks (3) Available for-sale stocks Investment properties Assets held for sale Total Level 3 assets Investment contract liabilities Liabilities held for sale Total Level 3 liabilities $ 65 $ – $ 243 $ 1 $ 4,851 $ – $ 5,160 $ 22 $ – $ 22 – 2 – – – – – – – – – (24) 20 20 799 – 76 – (58) – – – – – – 203 – (62) – – – – – – – – 1 – – – – – – – 2 33 70 – 356 – (63) – – – – (29) $ 5,218 $ – – – – – – – – – – 29 29 29 92 799 560 76 (125) (58) – – – – – – – – – – – 4 – – (26) $ 6,533 $ – $ – – – – – – – – – – 26 26 – – – – – – – 4 – – – $ 26 Balance, end of year $ 67 $ 813 $ 404 $ Total gains (losses) for the year included in net investment income Change in unrealized gains (losses) for the year included in earnings for assets held at $ – $ (24) $ 20 $ – $ 33 $ – $ 29 $ – $ – $ – December 31, 2018 $ – $ (24) $ 19 $ – $ 26 $ – $ 21 $ – $ – $ – (1) Amount of other comprehensive income for fair value through profit or loss bonds, mortgage loans and investment properties represents the unrealized gains (losses) on foreign exchange. (2) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors or the lifting of redemption restrictions on investments in mutual and segregated funds. (3) Includes investments in mutual and segregated funds where there are redemption restrictions. The fair value is based on observable, quoted prices. The following sets out information about significant unobservable inputs used at year-end in measuring assets and liabilities categorized as Level 3 in the fair value hierarchy: Valuation approach Input value Significant unobservable input Inter-relationship between key unobservable inputs and fair value measurement Type of asset Investment properties are property valuations generally Investment determined using property valuation models based on expected capitalization rates and models that discount expected future net cash flows. The determination of the fair value of investment property requires the use of estimates such as future cash flows (such as future leasing assumptions, rental rates, capital and operating expenditures) and discount, reversionary and overall capitalization rates applicable to the asset based on current market rates. Discount rate Range of 2.6% – 10.3% Reversionary rate Range of 4.3% – 6.8% Vacancy rate Weighted average of 2.4% Discount rate Range of 3.6% – 4.8% A decrease in the discount rate would result in an increase in fair value. An increase in the discount rate would result in a decrease in fair value. A decrease in the reversionary rate would result in an increase in fair value. An increase in the reversionary rate would result in a decrease in fair value. A decrease in the expected vacancy rate would generally result in an increase in fair value. An increase in the expected vacancy rate would generally result in a decrease in fair value. A decrease in the discount rate would result in an increase in fair value. An increase in the discount rate would result in a decrease in fair value. Mortgage loans – equity release mortgages (fair value through profit or loss) The valuation approach for equity release mortgages is to use an internal valuation model to determine the projected asset cash flows, including the stochastically calculated cost of the no negative-equity guarantee for each individual loan, to aggregate these across all loans and to discount those cash flows back to the valuation date. The projection is done monthly until expected redemption of the loan either voluntarily or on the death/entering into long term care of the loanholders. 128 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements The following presents the Company’s assets and liabilities disclosed at fair value on a recurring basis by hierarchy level: Assets disclosed at fair value Loans and receivables financial assets Bonds Mortgage loans Loans to policyholders Total loans and receivables financial assets Available-for-sale financial assets Stocks (1) Other stocks (2) Funds held by ceding insurers Total assets disclosed at fair value Liabilities disclosed at fair value Debentures and other debt instruments Total liabilities disclosed at fair value 2019 Level 1 Level 2 Level 3 Other assets/ liabilities not held at fair value Total $ $ $ $ – – – – – 342 – 342 $ $ 19,281 23,832 8,601 51,714 – – – $ 63 – – 63 – – – $ 51,714 $ 63 $ – – – – 189 68 80 337 $ 19,344 23,832 8,601 51,777 189 410 80 $ 52,456 429 429 $ $ 6,450 6,450 $ $ – – $ $ – – $ $ 6,879 6,879 (1) Fair value of certain stocks available for sale cannot be reliably measured, therefore, these investments are recorded at cost. (2) Other stocks include the Company’s investments in an affiliated company, IGM, a member of the Power Financial group of companies. Assets disclosed at fair value Loans and receivables financial assets Bonds Mortgage loans Loans to policyholders Total loans and receivables financial assets Available-for-sale financial assets Stocks (1) Other stocks (2) Assets held for sale Funds held by ceding insurers Total assets disclosed at fair value Liabilities disclosed at fair value Debentures and other debt instruments Total liabilities disclosed at fair value 2018 Level 1 Level 2 Level 3 Other assets/ liabilities not held at fair value – – – – – 285 – – 285 $ $ 20,524 24,598 8,929 54,051 – – 3 – $ 95 – – 95 – – – – $ 54,054 $ 95 $ – – – – 267 8 – 91 366 Total $ 20,619 24,598 8,929 54,146 267 293 3 91 $ 54,800 475 475 $ $ 6,450 6,450 $ $ – – $ $ – – $ $ 6,925 6,925 $ $ $ $ (1) Fair value of certain stocks available for sale cannot be reliably measured, therefore, these investments are recorded at cost. (2) Other stocks include the Company’s investments in an affiliated company, IGM, a member of the Power Financial group of companies. Great-West Lifeco Inc. 2019 Annual Report 129 Notes to Consolidated Financial Statements 11. Goodwill and Intangible Assets (a) Goodwill (i) The carrying value and changes in the carrying value of goodwill are as follows: Cost Balance, beginning of year Business acquisitions Invesco purchase price allocation to finite life intangible assets Changes in foreign exchange rates Balance, end of year Accumulated impairment Balance, beginning of year Impairment (1) Changes in foreign exchange rates Balance, end of year Net carrying amount 2019 2018 $ 7,771 33 (6) (105) $ 7,312 331 – 128 $ 7,693 $ 7,771 $ $ $ (1,223) (19) 54 (1,188) 6,505 $ $ $ (1,133) – (90) (1,223) 6,548 (1) During 2019, $19 of the goodwill in the Financial Services cash generating unit grouping was impaired as a result of the reinsurance transaction with Protective Life (note 3). (ii) Within each of the three operating segments, goodwill has been assigned to cash generating unit groupings, representing the lowest level in which goodwill is monitored for internal reporting purposes. Lifeco does not allocate insignificant amounts of goodwill and indefinite life intangible assets across multiple cash generating unit groupings. Goodwill is tested for impairment by comparing the carrying value of each cash generating unit grouping to which goodwill has been assigned to its recoverable amount as follows: Canada Group Customer Individual Customer Europe Insurance and Annuities United States Financial Services (1) Total 2019 2018 $ 1,481 2,562 $ 2,282 180 1,470 2,545 2,325 208 $ 6,505 $ 6,548 (1) During 2019, $19 of the goodwill in the Financial Services cash generating unit grouping was impaired as a result of the reinsurance transaction with Protective Life (note 3). 130 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (b) Intangible Assets Intangible assets of $3,879 ($3,976 as at December 31, 2018) include indefinite life and finite life intangible assets. The carrying value and changes in the carrying value of these intangible assets are as follows: (i) Indefinite life intangible assets: 2019 Brands and trademarks Customer contract related Shareholders’ portion of acquired future participating account profit Cost Balance, beginning of year Changes in foreign exchange rates Balance, end of year Accumulated impairment Balance, beginning of year Changes in foreign exchange rates Balance, end of year Net carrying amount Cost Balance, beginning of year Changes in foreign exchange rates Balance, end of year Accumulated impairment Balance, beginning of year Changes in foreign exchange rates Balance, end of year Net carrying amount $ $ $ $ $ 1,006 (34) $ 2,665 (103) 972 $ 2,562 (140) 7 (133) 839 $ $ $ (1,101) 50 (1,051) 1,511 2018 Brands and trademarks Customer contract related $ $ $ $ $ 964 42 1,006 (132) (8) (140) 866 $ $ $ $ $ 2,495 170 2,665 (1,019) (82) (1,101) 1,564 (ii) Indefinite life intangible assets have been assigned to the cash generating unit groupings as follows: Canada Group Customer Individual Customer Europe Insurance and Annuities United States Asset Management Total Total $ 4,025 (137) $ 3,888 $ $ $ (1,241) 57 (1,184) 2,704 Total 3,813 212 4,025 (1,151) (90) (1,241) 2,784 $ $ $ $ $ $ $ $ $ $ 354 – 354 – – – 354 Shareholders’ portion of acquired future participating account profit 354 – 354 – – – 354 $ $ $ $ $ $ 2019 2018 $ 354 619 223 354 619 233 1,508 1,578 $ 2,704 $ 2,784 Great-West Lifeco Inc. 2019 Annual Report 131 Notes to Consolidated Financial Statements 11. Goodwill and Intangible Assets (cont’d) (iii) Finite life intangible assets: Amortization period range Amortization method Cost Balance, beginning of year Additions Changes in foreign exchange rates Disposals Balance, end of year Accumulated amortization and impairment Balance, beginning of year Changes in foreign exchange rates Disposals Amortization Balance, end of year Net carrying amount Amortization period range Amortization method Cost Balance, beginning of year Additions Changes in foreign exchange rates Disposals Balance, end of year Accumulated amortization and impairment Balance, beginning of year Changes in foreign exchange rates Disposals Amortization Balance, end of year Net carrying amount 2019 Customer contract related Distribution channels Technology/ Software Total 30 years 3 – 10 years 7 – 30 years Straight-line Straight-line Straight-line $ $ 1,047 11 (27) – $ 1,031 $ $ $ $ (586) 11 – (55) (630) 401 $ $ $ 111 – (3) – 108 (57) 1 – (4) (60) 48 $ 1,717 247 (54) (25) $ 2,875 258 (84) (25) $ 1,885 $ 3,024 $ $ $ (1,040) 41 5 (165) (1,159) 726 $ $ $ (1,683) 53 5 (224) (1,849) 1,175 2018 Customer contract related Distribution channels Technology/ Software Total 7 – 30 years Straight-line 30 years Straight-line 3 – 10 years Straight-line $ $ 975 34 38 – $ 1,047 $ $ $ $ (505) (24) – (57) (586) 461 $ $ $ 108 – 3 – 111 (52) (1) – (4) (57) 54 $ 1,390 270 70 (13) $ 2,473 304 111 (13) $ 1,717 $ 2,875 $ (846) (49) 6 (151) $ $ (1,040) 677 $ $ $ (1,403) (74) 6 (212) (1,683) 1,192 The weighted average remaining amortization period of the customer contract related and distribution channels are 13 and 14 years respectively (13 and 15 years respectively at December 31, 2018). 132 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (c) Recoverable Amount For the purposes of annual impairment testing, the Company allocates goodwill and indefinite life intangible assets to cash generating unit groupings. Any potential impairment of goodwill or indefinite life intangible assets is identified by comparing the recoverable amount of a cash generating unit grouping to its carrying value. Recoverable amount is based on fair value less cost of disposal. Fair value is initially assessed with reference to valuation multiples of comparable publicly-traded financial institutions and precedent business acquisitions transactions. These valuation multiples may include price-to-earnings or price-to-book measures for life insurers and asset managers. This assessment may give regard to a variety of relevant considerations, including expected growth, risk and capital market conditions, among other factors. The valuation multiples used in assessing fair value represent Level 2 inputs. In the fourth quarter of 2019, the Company conducted its annual impairment testing of goodwill and indefinite life intangible assets based on September 30, 2019 asset balances. It was determined that the recoverable amounts of cash generating unit groupings were in excess of their carrying values and there was no evidence of significant impairment. Any reasonable changes in assumptions and estimates used in determining recoverable amounts of cash generating unit groupings is unlikely to cause carrying values to exceed recoverable amounts. 12. Owner Occupied Properties and Fixed Assets The carrying value of owner occupied properties and the changes in the carrying value of owner occupied properties are as follows: Carrying value, beginning of year Less: accumulated depreciation/impairments Net carrying value, beginning of year Additions Disposals Impairment recovery (charge) Depreciation Foreign exchange Net carrying value, end of year 2019 2018 $ $ 835 (104) 731 34 (10) 2 (13) (17) 727 $ $ 789 (83) 706 28 – (9) (12) 18 731 The net carrying value of fixed assets is $455 at December 31, 2019 ($448 at December 31, 2018). The following provides details of the net carrying value of owner occupied properties and fixed assets by operating segment: Canada United States Europe Total 2019 2018 $ $ 650 334 198 612 357 210 $ 1,182 $ 1,179 There are no restrictions on the title of the owner occupied properties and fixed assets, nor are they pledged as security for debt. Great-West Lifeco Inc. 2019 Annual Report 133 Notes to Consolidated Financial Statements 13. Other Assets Deferred acquisition costs Right-of-use assets Trading account assets (1) Finance leases receivable Defined benefit pension plan assets (note 24) Prepaid expenses Miscellaneous other assets Total 2019 2018 $ $ 595 466 1,092 405 231 113 208 597 – 843 410 148 115 454 $ 3,110 $ 2,567 (1) Includes bonds of $726 and stocks of $366 at December 31, 2019 (bonds of $215 and stocks of $628 at December 31, 2018). Total other assets of $1,443 ($1,441 at December 31, 2018) are expected to be realized within 12 months from the reporting date. This amount excludes deferred acquisition costs, the changes in which are noted below. Deferred acquisition costs Balance, beginning of year Change in accounting policy Revised balance, beginning of year Additions Amortization Changes in foreign exchange rates Disposals Write-off Balance, end of year Right-of-use assets Opening balance, January 1, 2019 (note 2) Additions Modifications Changes in foreign exchange rates Cost, end of year Accumulated amortization, January 1, 2019 Amortization Impairment Changes in foreign exchange rates Accumulated amortization, end of year Carrying amount, end of year Finance leases receivable 2019 2018 $ $ 597 – 597 118 (51) (32) (36) (1) 595 $ $ 633 (59) 574 86 (46) 18 (35) – 597 2019 Property Equipment Total $ $ $ $ $ 454 113 (21) (16) 530 – (67) (3) 1 (69) 461 $ $ $ $ $ 6 1 – – 7 – (2) – – (2) 5 $ $ $ $ $ 460 114 (21) (16) 537 – (69) (3) 1 (71) 466 The Company has a finance lease on one property in Canada which has been leased for a 25-year term. The Company has five finance leases on properties in Europe. These properties have been leased for terms ranging between 27 and 40 years. The terms to maturity of the lease payments receivable are as follows: One year or less Over one year to two years Over two years to three years Over three years to four years Over four years to five years Over five years Total undiscounted lease payments Less: unearned finance lease income Total finance leases receivable Finance income on the net investment in the leases 134 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ $ $ 30 30 30 30 30 686 836 431 405 26 $ $ $ 29 30 30 30 30 733 882 472 410 26 Notes to Consolidated Financial Statements 14. Insurance and Investment Contract Liabilities (a) Insurance and investment contract liabilities Insurance contract liabilities Investment contract liabilities Total Insurance contract liabilities Investment contract liabilities Total Gross liability $ 174,521 1,656 2019 Reinsurance assets (1) $ 20,580 127 Net $ 153,941 1,529 $ 176,177 $ 20,707 $ 155,470 Gross liability $ 166,720 1,711 $ 168,431 2018 Reinsurance assets $ $ 6,126 – 6,126 Net $ 160,594 1,711 $ 162,305 (1) Includes reinsurance assets recognized upon the completion of the reinsurance transaction with Protective Life (note 3). (b) Composition of insurance and investment contract liabilities and related supporting assets (i) The composition of insurance and investment contract liabilities is as follows: Participating Canada United States Europe Non-Participating Canada United States Europe Total Participating Canada United States Europe Non-Participating Canada United States Europe Total Gross liability 2019 Reinsurance assets Net $ 42,271 11,329 1,019 $ (247) 12 – $ 42,518 11,317 1,019 32,668 32,360 56,530 498 15,091 5,353 32,170 17,269 51,177 $ 176,177 $ 20,707 $ 155,470 Gross liability 2018 Reinsurance assets $ 38,078 11,871 978 30,174 31,042 56,288 $ (351) 14 – 500 271 5,692 $ Net 38,429 11,857 978 29,674 30,771 50,596 $ 168,431 $ 6,126 $ 162,305 Great-West Lifeco Inc. 2019 Annual Report 135 Notes to Consolidated Financial Statements 14. Insurance and Investment Contract Liabilities (cont’d) (ii) The composition of the assets supporting liabilities and equity is as follows: Carrying value Participating liabilities Canada United States Europe Non-participating liabilities Canada United States Europe Other Total equity Total carrying value Fair value Carrying value Participating liabilities Canada United States Europe Non-participating liabilities Canada United States Europe Other Total equity Total carrying value Fair value Bonds Mortgage loans Stocks Investment properties Other Total 2019 $ $ 19,484 5,128 716 20,270 14,311 35,546 15,630 3,943 9,655 626 20 4,111 2,678 5,442 902 834 $ 6,142 – 63 2,237 – 299 902 732 $ 115,028 $ 24,268 $ 10,375 $ 117,000 $ 25,146 $ 10,367 $ $ $ 2,472 – 12 407 – 2,672 119 205 5,887 5,887 $ 4,518 5,575 208 $ 42,271 11,329 1,019 5,643 15,371 12,571 231,894 19,829 32,668 32,360 56,530 249,447 25,543 $ 295,609 $ 451,167 $ 295,609 $ 454,009 Bonds Mortgage loans Stocks Investment properties Other Total 2018 $ $ 18,044 5,140 708 19,204 25,324 35,174 15,504 5,764 $ 9,145 749 24 3,845 4,993 4,511 1,038 709 $ 124,862 $ 125,759 $ $ 25,014 25,411 $ $ 5,397 – 68 1,916 – 191 940 778 9,290 9,229 $ $ $ 1,908 – 18 196 – 2,795 99 202 5,218 5,218 $ 3,584 5,982 160 $ 38,078 11,871 978 5,013 725 13,617 214,279 19,945 30,174 31,042 56,288 231,860 27,398 $ 263,305 $ 427,689 $ 263,305 $ 428,922 Cash flows of assets supporting insurance and investment contract liabilities are matched within reasonable limits. Changes in the fair values of these assets are essentially offset by changes in the fair value of insurance and investment contract liabilities. Changes in the fair values of assets backing capital and surplus, less related income taxes, would result in a corresponding change in surplus over time in accordance with investment accounting policies. 136 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (c) Change in insurance contract liabilities The change in insurance contract liabilities during the year was the result of the following business activities and changes in actuarial estimates: Balance, beginning of year Impact of new business Normal change in force Management action and changes in assumptions Impact of foreign exchange rate changes Balance, end of year Balance, beginning of year Impact of new business Normal change in force Management action and changes in assumptions Business movement from/to external parties Impact of foreign exchange rate changes Balance, end of year Balance, beginning of year Impact of new business Normal change in force Management action and changes in assumptions Transfer of liabilities to held for sale (note 4) Impact of foreign exchange rate changes Balance, end of year Balance, beginning of year Impact of new business Normal change in force Management action and changes in assumptions Business movement from/to external parties Retirement Advantage acquisition Transfer of liabilities to held for sale (note 4) Impact of foreign exchange rate changes Balance, end of year 2019 Participating Reinsurance assets $ (337) – 25 77 – Gross liability $ 50,927 59 4,138 67 (572) Net $ 51,264 59 4,113 (10) (572) $ 54,619 $ (235) $ 54,854 Non-participating Gross liability Reinsurance assets Net Total Net $ 115,793 5,339 1,784 (117) (176) (2,721) $ 6,463 (266) 645 (73) 14,802 (756) $ 109,330 5,605 1,139 (44) (14,978) (1,965) $ 160,594 5,664 5,252 (54) (14,978) (2,537) $ 119,902 $ 20,815 $ 99,087 $ 153,941 2018 Participating Reinsurance assets $ $ Gross liability 48,856 24 1,413 (29) (281) 944 $ 50,927 $ $ Net 49,197 24 1,406 (24) (281) 942 $ 51,264 (341) – 7 (5) – 2 (337) Gross liability $ 110,668 6,680 (6,553) (700) (134) 2,572 (589) 3,849 Non-participating Reinsurance assets $ 5,386 169 (243) 25 (2) 931 – 197 Net Total Net $ 105,282 6,511 (6,310) (725) (132) 1,641 (589) 3,652 $ 154,479 6,535 (4,904) (749) (132) 1,641 (870) 4,594 $ 115,793 $ 6,463 $ 109,330 $ 160,594 Great-West Lifeco Inc. 2019 Annual Report 137 Notes to Consolidated Financial Statements 14. Insurance and Investment Contract Liabilities (cont’d) Under IFRS, movement in the fair value of the supporting assets is a major factor in the movement of insurance contract liabilities. Changes in the fair value of assets are largely offset by corresponding changes in the fair value of liabilities. The change in the value of the insurance contract liabilities associated with the change in the value of the supporting assets is included in the normal change in force above. In July 2019, the Canadian Actuarial Standards Board published revised standards for the valuation of insurance contract liabilities, with an effective date of October 15, 2019. The revised standards include decreases to ultimate reinvestment rates and revised calibration criteria for stochastic risk-free interest rates. In 2019, the major contributor to the decrease in net insurance contract liabilities was the business movement to external parties of $14,978, which includes the transfer to Protective Life, and the net impact of foreign exchange rate changes of $2,537. This was partially offset by increases due to the impact of new business of $5,664, and normal change in force of $5,252. Net non-participating insurance contract liabilities decreased by $44 in 2019 due to management actions and assumption changes including a $241 decrease in Europe and Reinsurance, partially offset by a $145 increase in Canada and a $52 increase in the United States. The increase in Canada was primarily due to updated policyholder behaviour assumptions of $254, and updated longevity assumptions of $54, partially offset by decreases due to updated morbidity assumptions of $169 and updated economic assumptions of $6, which includes the net impact of the new standards. The decrease in Europe was primarily due to updated longevity assumptions of $299, and updated economic assumptions of $101, which includes the net impact of new standards, partially offset by increases due to updated life mortality assumptions of $80, and updated expenses and tax assumptions of $59. The increase in the United States was primarily due to updated expenses and tax assumptions of $45, and updated mortality assumptions of $43 partially offset by decreases due to updated economic assumptions of $34, which includes the net impact of new standards. Net participating insurance contract liabilities decreased by $10 in 2019 due to management actions and assumption changes. The decrease was primarily due to updated provisions for future policyholder dividends of $2,232, updated expenses and tax assumptions of $535, and modeling refinements of $198. This was partially offset by increases due to updated economic assumptions of $1,884, updated policyholder behaviour assumptions of $935 and updated mortality assumptions of $153. In 2018, the major contributors to the increase in net insurance contract liabilities were the impact of new business of $6,535, the acquisition of Retirement Advantage of $1,641 and the net impact of foreign exchange rate changes of $4,594. This was partially offset by decrease due to normal change in force of $4,904, the expected transfer of UK heritage business to Scottish Friendly of $870 and management action and changes in assumptions of $749. Net non-participating insurance contract liabilities decreased by $725 in 2018 due to management actions and assumption changes including a $562 decrease in Europe and Reinsurance, a $107 decrease in Canada and a $56 decrease in the United States. The decrease in Canada was primarily due to updated economic assumptions of $197, updated provision for claims of $19 and updated provision for experience rating refunds of $10, partially offset by increases due to updated morbidity assumptions of $62, updated policyholder behaviour assumptions of $46 and updated life mortality assumptions of $10. The decrease in Europe was primarily due to updated longevity assumptions of $372, updated life mortality assumptions of $129, modeling refinements of $41, updated economic assumptions of $39, updated morbidity assumptions of $25, and updated expense and tax assumptions of $21, partially offset by increases due to updated policyholder behaviour assumptions of $65. The decrease in the United States was primarily due to updated policyholder behaviour assumptions of $63, updated life mortality assumptions of $16 and updated longevity assumptions of $15, partially offset by increases due to modeling refinements of $21 and updated economic assumptions of $13. Net participating insurance contract liabilities decreased by $24 in 2018 due to management actions and assumption changes. The decrease was primarily due to modeling refinements of $229, expense and tax assumptions of $133 and updated mortality assumptions of $5, partially offset by increases due to updated provisions for future policyholder dividends of $232, lower investment returns of $101 and updated policyholder behaviour assumptions of $8. 138 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (d) Change in investment contract liabilities measured at fair value 2019 Gross liability Reinsurance assets Net Balance, beginning of year Normal change in force business Investment experience Management action and changes in assumptions Business movement from/to external parties Transfer of liabilities to held for sale (note 4) Impact of foreign exchange rate changes Balance, end of year $ $ 1,711 (87) 103 (4) – – (67) $ 1,656 $ – 38 (23) – 116 – (4) 127 $ 1,711 (125) 126 (4) (116) – (63) $ 1,529 $ 1,711 $ 2018 Net 1,841 (190) (26) 15 – (27) 98 The carrying value of investment contract liabilities approximates their fair value. No investment contract liabilities were reinsured in 2018. (e) Gross premiums written and gross policyholder benefits (i) Premium Income Direct premiums Assumed reinsurance premiums Total (ii) Policyholder Benefits Direct Assumed reinsurance Total (f ) Actuarial Assumptions 2019 2018 $ 25,419 17,847 $ 26,083 13,901 $ 43,266 $ 39,984 2019 2018 $ 19,643 18,126 $ 17,830 14,527 $ 37,769 $ 32,357 In the computation of insurance contract liabilities, valuation assumptions have been made regarding rates of mortality/morbidity, investment returns, levels of operating expenses, rates of policy termination and rates of utilization of elective policy options or provisions. The valuation assumptions use best estimates of future experience together with a margin for adverse deviation. These margins are necessary to provide for possibilities of misestimation and/or future deterioration in the best estimate assumptions and provide reasonable assurance that insurance contract liabilities cover a range of possible outcomes. Margins are reviewed periodically for continued appropriateness. The methods for arriving at these valuation assumptions are outlined below: Mortality A life insurance mortality study is carried out annually for each major block of insurance business. The results of each study are used to update the Company’s experience valuation mortality tables for that business. When there is insufficient data, use is made of the latest industry experience to derive an appropriate valuation mortality assumption. Improvement scales for life insurance and annuitant mortality are updated periodically based on population and industry studies, product specific considerations, as well as professional guidance. In addition, appropriate provisions have been made for future mortality deterioration on term insurance. Annuitant mortality is also studied regularly and the results used to modify established industry experience annuitant mortality tables. Morbidity The Company uses industry developed experience tables modified to reflect emerging Company experience. Both claim incidence and termination are monitored regularly and emerging experience is factored into the current valuation. Property and casualty reinsurance Insurance contract liabilities for property and casualty reinsurance written by London Reinsurance Group (LRG), a subsidiary of London Life, are determined using accepted actuarial practices for property and casualty insurers in Canada. The insurance contract liabilities are based on cession statements provided by ceding companies. In addition, insurance contract liabilities also include an amount for incurred but not reported losses which may differ significantly from the ultimate loss development. The estimates and underlying methodology are continually reviewed and updated, and adjustments to estimates are reflected in earnings. LRG analyzes the emergence of claims experience against expected assumptions for each reinsurance contract separately and at the portfolio level. If necessary, a more in-depth analysis is undertaken of the cedant experience. Great-West Lifeco Inc. 2019 Annual Report 139 Notes to Consolidated Financial Statements 14. Insurance and Investment Contract Liabilities (cont’d) Investment returns The assets which correspond to the different liability categories are segmented. For each segment, projected cash flows from the current assets and liabilities are used in the Canadian Asset Liability Method to determine insurance contract liabilities. Cash flows from assets are reduced to provide for asset default losses. Testing under several interest rate and equity scenarios (including increasing and decreasing rates) is done to provide for reinvestment risk (note 9(c)). Expenses Contractual policy expenses (e.g. sales commissions) and tax expenses are reflected on a best estimate basis. Expense studies for indirect operating expenses are updated regularly to determine an appropriate estimate of future operating expenses for the liability type being valued. Improvements in unit operating expenses are not projected. An inflation assumption is incorporated in the estimate of future operating expenses consistent with the interest rate scenarios projected under the Canadian Asset Liability Method as inflation is assumed to be correlated with new money interest rates. Policy termination Studies to determine rates of policy termination are updated regularly to form the basis of this estimate. Industry data is also available and is useful where the Company has no experience with specific types of policies or its exposure is limited. The Company’s most significant exposures are in respect of the T-100 and Level Cost of Insurance Universal Life products in Canada and policy renewal rates at the end of term for renewable term policies in Canada and Reinsurance. Industry experience has guided the Company’s assumptions for these products as the Company’s own experience is very limited. Utilization of elective policy options There are a wide range of elective options embedded in the policies issued by the Company. Examples include term renewals, conversion to whole life insurance (term insurance), settlement annuity purchase at guaranteed rates (deposit annuities) and guarantee re-sets (segregated fund maturity guarantees). The assumed rates of utilization are based on Company or industry experience when it exists and when not on judgment considering incentives to utilize the option. Generally, whenever it is clearly in the best interests of an informed policyholder to utilize an option, then it is assumed to be elected. Policyholder dividends and adjustable policy features Future policyholder dividends and other adjustable policy features are included in the determination of insurance contract liabilities with the assumption that policyholder dividends or adjustable benefits will change in the future in response to the relevant experience. The dividend and policy adjustments are determined consistent with policyholders’ reasonable expectations, such expectations being influenced by the participating policyholder dividend policies and/or policyholder communications, marketing material and past practice. It is the Company’s expectation that changes will occur in policyholder dividend scales or adjustable benefits for participating or adjustable business respectively, corresponding to changes in the best estimate assumptions, resulting in an immaterial net change in insurance contract liabilities. Where underlying guarantees may limit the ability to pass all of this experience back to the policyholder, the impact of this non-adjustability on shareholders’ earnings is reflected in the changes in best estimate assumptions above. 140 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (g) Risk Management (i) Insurance risk Insurance risk is the risk that the insured event occurs and that there are large deviations between expected and actual actuarial assumptions including mortality, persistency, longevity, morbidity, expense variations and investment returns. The Company is in the business of accepting risk associated with insurance contract liabilities. The objective of the Company is to mitigate its exposure to risk arising from these contracts through product design, product and geographical diversification, the implementation of the Company’s underwriting strategy guidelines, and through the use of reinsurance arrangements. The following provides information about the Company’s insurance contract liabilities sensitivities to management’s best estimate of the approximate impact as a result of changes in assumptions used to determine the Company’s liability associated with these contracts. Mortality – 2% increase Annuitant mortality – 2% decrease Morbidity – 5% adverse change Investment returns Parallel shift in yield curve 1% increase 1% decrease Change in interest rates 1% increase 1% decrease Change in equity values 10% increase 10% decrease Change in best estimate return assumptions for equities 1% increase 1% decrease Expenses – 5% increase Policy termination and renewal – 10% adverse change Increase (decrease) in net earnings 2019 2018 $ $ $ $ $ $ $ $ $ $ $ $ $ (279) (601) (253) – – 175 (619) 87 (129) 509 (585) (125) (813) $ $ $ $ $ $ $ $ $ $ $ $ $ (270) (457) (271) – – 115 (465) 73 (266) 476 (539) (128) (649) Concentration risk may arise from geographic regions, accumulation of risks and market risk. The concentration of insurance risk before and after reinsurance by geographic region is described below. Canada United States Europe Total (ii) Reinsurance risk Gross liability $ 74,939 43,689 57,549 2019 Reinsurance assets $ 251 15,103 5,353 Net $ 74,688 28,586 52,196 Gross liability $ 68,252 42,913 57,266 2018 Reinsurance assets $ 149 285 5,692 $ Net 68,103 42,628 51,574 $ 176,177 $ 20,707 $ 155,470 $ 168,431 $ 6,126 $ 162,305 Maximum limits per insured life benefit amount (which vary by line of business) are established for life and health insurance, and reinsurance is purchased for amounts in excess of those limits. Reinsurance costs and recoveries as defined by the reinsurance agreement are reflected in the valuation with these costs and recoveries being appropriately calibrated to the direct assumptions. Reinsurance contracts do not relieve the Company from its obligations to policyholders. Failure of reinsurers to honour their obligations could result in losses to the Company. The Company evaluates the financial condition of its reinsurers to minimize its exposure to significant losses from reinsurer insolvencies. Certain of the reinsurance contracts are on a funds withheld basis where the Company retains the assets supporting the reinsured insurance contract liabilities, thus minimizing the exposure to significant losses from reinsurer insolvency on those contracts. Great-West Lifeco Inc. 2019 Annual Report 141 Notes to Consolidated Financial Statements 15. Segregated Funds and Other Structured Entities The Company offers segregated fund products in Canada, the U.S. and Europe that are referred to as segregated funds, separate accounts and unit-linked funds in the respective region. These funds are contracts issued by insurers to segregated fund policyholders where the benefit is directly linked to the performance of the investments, the risks or rewards of the fair value movements and net investment income is realized by the segregated fund policyholders. The segregated fund policyholders are required to select the segregated funds that hold a range of underlying investments. While the Company has legal title to the investments, there is a contractual obligation to pass along the investment results to the segregated fund policyholder and the Company segregates these investments from those of the Company. In Canada and the U.S., the segregated fund and separate account assets are legally separated from the general assets of the Company under the terms of the policyholder agreement and cannot be used to settle obligations of the Company. In Europe, the assets of the funds are functionally and constructively segregated from those of the Company. As a result of the legal and constructive arrangements of these funds, the assets and liabilities of these funds are presented as line items within the Consolidated Balance Sheets titled investments on account of segregated fund policyholders and with an equal liability titled investment and insurance contracts on account of segregated fund policyholders. In circumstances where the segregated funds are invested in structured entities and are deemed to control the entity, the Company has presented the non-controlling ownership interest within the segregated funds for the risk of policyholders as equal and offsetting amounts in the assets and liabilities. The amounts presented within are $1,147 at December 31, 2019 ($864 at December 31, 2018). Within the Consolidated Statements of Earnings, all segregated fund policyholders’ income, including fair value changes and net investment income, is credited to the segregated fund policyholders and reflected in the assets and liabilities on account of segregated fund policyholders within the Consolidated Balance Sheets. As these amounts do not directly impact the revenues and expenses of the Company, these amounts are not included separately in the Consolidated Statements of Earnings. Segregated Funds Guarantee Exposure The Company offers retail segregated fund products, unitized with profits (UWP) products and variable annuity products that provide for certain guarantees that are tied to the market values of the investment funds. While these products are similar to mutual funds, there is a key difference from mutual funds as the segregated funds have certain guarantee features that protect the segregated fund policyholder from market declines in the underlying investments. These guarantees are the Company’s primary exposure on these funds. The Company accounts for these guarantees within insurance and investment contract liabilities within the consolidated financial statements. In addition to the Company’s exposure on the guarantees, the fees earned by the Company on these products are impacted by the market value of these funds. In Canada, the Company offers retail segregated fund products through Great-West Life, London Life and Canada Life. These products provide guaranteed minimum death benefits (GMDB) and guaranteed minimum accumulation on maturity benefits. In the U.S., the Company offers group variable annuities with GMDB and guaranteed minimum withdrawal benefits (GMWB) through GWL&A. For the standalone GMDB business, most are a return of premium on death with the guarantee expiring at age 70. In Europe, the Company offers UWP products through Canada Life and unit-linked products with investment guarantees through Irish Life. These products are similar to segregated fund products, but include pooling of policyholders’ funds and minimum credited interest rates. The Company also offers a GMWB product in Canada, the U.S., and Germany, and previously offered GMWB product in Ireland. Certain GMWB products offered by the Company offer levels of death and maturity guarantees. At December 31, 2019, the amount of GMWB product in-force in Canada, the U.S., Ireland and Germany was $3,332 ($4,169 at December 31, 2018). The decrease was primarily due to U.S. business transferred to Protective Life under an indemnity reinsurance agreement effective June 1, 2019. The following presents further details of the investments, determined in accordance with the relevant statutory reporting requirements of each region of the Company’s operations, on account of segregated fund policyholders: (a) Investments on account of segregated fund policyholders Cash and cash equivalents Bonds Mortgage loans Stocks and units in unit trusts Mutual funds Investment properties Accrued income Other liabilities Non-controlling mutual funds interest Total 142 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ 12,501 44,973 2,670 104,330 55,779 12,986 233,239 373 (3,737) 1,147 $ 13,458 42,142 2,746 89,853 50,956 12,319 211,474 380 (3,191) 864 $ 231,022 $ 209,527 Notes to Consolidated Financial Statements (b) Investment and insurance contracts on account of segregated fund policyholders Balance, beginning of year Additions (deductions): Policyholder deposits Net investment income Net realized capital gains on investments Net unrealized capital gains (losses) on investments Unrealized gains (losses) due to changes in foreign exchange rates Policyholder withdrawals Business acquisition Change in Segregated Fund investment in General Fund Change in General Fund investment in Segregated Fund Net transfer from General Fund Non-controlling mutual funds interest Transfer from assets held for sale Assets held for sale (note 4) Total Balance, end of year (c) Investment income on account of segregated fund policyholders Net investment income Net realized capital gains on investments Net unrealized capital gains (losses) on investments Unrealized gains (losses) due to changes in foreign exchange rates Total Change in investment and insurance contracts liability on account of segregated fund policyholders Net 2019 2018 $ 209,527 $ 217,357 24,685 3,331 4,265 19,658 (6,539) (24,721) – (4) 105 23 283 409 – 21,495 24,475 3,611 4,876 (16,757) 5,472 (26,271) 950 69 (219) 21 (738) – (3,319) (7,830) $ 231,022 $ 209,527 2019 2018 $ 3,331 4,265 19,658 (6,539) 20,715 20,715 $ 3,611 4,876 (16,757) 5,472 (2,798) (2,798) $ – $ – (d) Investments on account of segregated fund policyholders by fair value hierarchy level (note 10) Level 1 Level 2 Level 3 Total 2019 Investments on account of segregated fund policyholders (1) $ 146,861 $ 73,173 $ 13,988 $ 234,022 (1) Excludes other liabilities, net of other assets, of $3,000. Investments on account of segregated fund policyholders (1) Investments on account of segregated fund policyholders held for sale (2) 2018 Level 1 Level 2 Level 3 Total $ 131,603 3,297 $ 67,199 5 $ 13,235 9 $ 212,037 3,311 Total investments on account of segregated fund policyholders measured at fair value $ 134,900 $ 67,204 $ 13,244 $ 215,348 (1) Excludes other liabilities, net of other assets, of $2,510. (2) Excludes other assets, net of other liabilities, of $8. During 2019, certain foreign stock holdings valued at $153 have been transferred from Level 1 to Level 2 ($1,842 were transferred from Level 2 to Level 1 at December 31, 2018) primarily based on the Company’s change in use of inputs in addition to quoted prices in active markets for certain foreign stock holdings at year end. Level 2 assets include those assets where fair value is not available from normal market pricing sources, where inputs are utilized in addition to quoted prices in active markets and where the Company does not have access to the underlying asset details within an investment fund. As at December 31, 2019, $8,471 ($7,770 at December 31, 2018) of the segregated funds were invested in funds managed by related parties IG Wealth Management and Mackenzie Investments, members of the Power Financial group of companies (note 26). Great-West Lifeco Inc. 2019 Annual Report 143 Notes to Consolidated Financial Statements 15. Segregated Funds and Other Structured Entities (cont’d) The following presents additional information about the Company’s investments on account of segregated fund policyholders for which the Company has utilized Level 3 inputs to determine fair value: 2019 2018 Investments on account of segregated fund policyholders Investments on account of segregated fund policyholders held for sale Balance, beginning of year Change in accounting policy (1) Revised balance, beginning of year Total gains (losses) included in segregated fund $ $ 13,235 136 13,371 investment income Purchases Sales Transfers into Level 3 Transfers out of Level 3 Transferred to assets held for sale Balance, end of year 141 760 (284) – – – $ 13,988 $ 9 – 9 (1) – (8) – – – – Investments on account of segregated fund policyholders $ 12,572 – 12,572 Total $ 13,244 136 13,380 140 760 (292) – – – 404 651 (425) 51 (9) (9) $ 13,988 $ 13,235 $ Investments on account of segregated fund policyholders held for sale $ $ Total 12,572 – 12,572 404 651 (425) 51 (9) – $ 13,244 – – – – – – – – 9 9 (1) The segregated funds adopted IFRS 16 which resulted in equal and offsetting right-of-use assets and lease liabilities of $136 being recorded in investment properties and other liabilities within investments on account of segregated fund policyholders as of January 1, 2019. The adoption of IFRS 16 had no net impact on investments on account of segregated fund policyholders as of January 1, 2019. Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors. In addition to the segregated funds, the Company has interests in a number of structured unconsolidated entities including mutual funds, open-ended investment companies, and unit trusts. These entities are created as investment strategies for its unit-holders based on the directive of each individual fund. Some of these funds are managed by related parties of the Company and the Company receives management fees related to these services. Management fees can be variable due to performance of factors – such as markets or industries – in which the fund invests. Fee income derived in connection with the management of investment funds generally increases or decreases in direct relationship with changes of assets under management which is affected by prevailing market conditions, and the inflow and outflow of client assets. Factors that could cause assets under management and fees to decrease include declines in equity markets, changes in fixed income markets, changes in interest rates and defaults, redemptions and other withdrawals, political and other economic risks, changing investment trends and relative investment performance. The risk is that fees may vary but expenses and recovery of initial expenses are relatively fixed, and market conditions may cause a shift in asset mix potentially resulting in a change in revenue. During 2019, fee and other income earned by the Company resulting from the Company’s interests in segregated funds and other structured entities was $4,919 ($4,786 during 2018). Included within other assets (note 13) at December 31, 2019 is $957 ($733 at December 31, 2018) of investments by the Company in bonds and stocks of Putnam sponsored funds and $135 ($110 at December 31, 2018) of investments in stocks of sponsored unit trusts in Europe. 144 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 16. Debentures and Other Debt Instruments Short-term Commercial paper and other short-term debt instruments with interest rates from 1.828% to 2.089% (2.511% to 2.693% at December 31, 2018), unsecured $ 130 $ 130 $ 135 $ 135 2019 2018 Carrying value Fair value Carrying value Fair value Revolving credit facility with interest equal to LIBOR plus 0.70% (U.S. $230; U.S. $250 at December 31, 2018), unsecured Total short-term Capital: Current Lifeco 299 429 299 429 340 475 4.65% Debentures due August 13, 2020, unsecured 500 508 500 Long-term Lifeco 6.74% Debentures due November 24, 2031, unsecured 6.67% Debentures due March 21, 2033, unsecured 5.998% Debentures due November 16, 2039, unsecured 3.337% Debentures due February 28, 2028, unsecured 2.50% Debentures due April 18, 2023, unsecured, (500 euro) 1.75% Debentures due December 7, 2026, unsecured, (500 euro) Canada Life 6.40% subordinated debentures due December 11, 2028, unsecured Canada Life Capital Trust (CLCT) 7.529% due June 30, 2052, unsecured, face value $150 Great-West Life & Annuity Insurance Capital, LP 6.625% Deferrable debentures due November 15, 2034, unsecured U.S. $175), redeemed during the year Great-West Lifeco Finance 2018 LP Senior notes due May 17, 2028, unsecured (U.S. $300), bearing an interest rate of 4.047% Senior notes due May 17, 2048, unsecured (U.S. $500), bearing an interest rate of 4.581% Great-West Lifeco Finance (Delaware) LP Senior notes due June 3, 2047, unsecured (U.S. $700), bearing an interest rate of 4.15% Total long-term Total 194 393 342 498 728 725 278 557 487 526 788 785 194 393 342 497 778 774 2,880 3,421 2,978 3,345 100 159 128 221 – – 388 643 1,031 894 5,564 430 749 1,179 993 6,450 100 159 235 405 673 1,078 934 5,984 126 209 266 415 685 1,100 888 6,450 $ 5,993 $ 6,879 $ 6,459 $ 6,925 340 475 516 261 522 442 502 837 781 On December 10, 2019, Great-West Life & Annuity Insurance Capital, LP redeemed all $232 (U.S. $175) aggregate principal amount 6.625% deferrable debentures due November 15, 2034 at a redemption price equal to 100% of the principal amount of the debentures, plus accrued and unpaid interest up to but excluding the redemption date. On February 28, 2018, the Company issued $500 principal amount 3.337% debentures at par, maturing on February 28, 2028. Interest on the debentures is payable semi-annually in arrears on February 28 and August 28, commencing August 28, 2018 until the date on which the debentures are repaid. The debentures are redeemable at any time prior to November 28, 2027 in whole or in part at the greater of the Canada Yield Price and par, and on or after November 28, 2027 in whole or in part at par, together in each case with accrued and unpaid interest. On May 17, 2018, Great-West Lifeco Finance 2018, LP issued $384 (U.S. $300) aggregate principal amount 4.047% senior notes due May 17, 2028 and $640 (U.S. $500) aggregate principal amount 4.581% senior notes due May 17, 2048. The tranches of senior notes are fully and unconditionally guaranteed by Lifeco. Capital Trust Securities CLCT, a trust established by Canada Life, had issued $150 of Canada Life Capital Securities – Series B (CLiCS – Series B), the proceeds of which were used by CLCT to purchase Canada Life senior debentures in the amount of $150. Distributions and interest on the capital trust securities are classified as financing charges in the Consolidated Statements of Earnings (note 17). The fair value for capital trust securities is determined by the bid-ask price. Refer to note 9 for financial instrument risk management disclosures. Subject to regulatory approval, CLCT may redeem the CLiCS – Series B, in whole or in part, at any time. Great-West Lifeco Inc. 2019 Annual Report 145 Notes to Consolidated Financial Statements 17. Financing Charges Financing charges consist of the following: Operating charges: Interest on operating lines and short-term debt instruments Financial charges: Interest on long-term debentures and other debt instruments Interest on capital trust securities Other Total 18. Other Liabilities Pension and other post-employment benefits (note 24) Lease liabilities Bank overdraft Deferred income reserves Other Total 2019 2018 $ 12 $ 10 243 11 19 273 285 $ 182 11 18 211 221 2019 2018 1,520 585 379 380 1,825 $ 1,331 – 457 441 1,626 $ $ $ 4,689 $ 3,855 Total other liabilities of $2,204 ($2,083 at December 31, 2018) are expected to be realized within 12 months from the reporting date. This amount excludes deferred income reserves, the changes in which are noted below. Deferred income reserves Balance, beginning of year Additions (1) Amortization Changes in foreign exchange Disposals Balance, end of year (1) During 2018, a change in estimate of $154 was recognized related to certain single premium contracts. Lease liabilities Opening balance, January 1, 2019 (note 2) Additions Modifications Lease payments Changes in foreign exchange rates Interest Balance, end of year The following table presents the contractual undiscounted cash flows for lease obligations: One year or less Over one year to two years Over two years to three years Over three years to four years Over four years to five years Over five years Total undiscounted lease obligations 146 Great-West Lifeco Inc. 2019 Annual Report 2019 2018 $ $ 441 70 (81) (15) (35) 380 $ $ 303 200 (61) 11 (12) 441 2019 Property Equipment Total $ $ 545 124 (22) (72) (17) 22 580 $ $ 6 1 – (2) – – 5 $ $ $ $ 551 125 (22) (74) (17) 22 585 2019 83 78 66 56 53 417 753 Notes to Consolidated Financial Statements 19. Non-Controlling Interests The Company has a controlling equity interest in Great-West Life, London Life, Canada Life, GWL&A, and Putnam at December 31, 2019 and December 31, 2018. Non-controlling interests attributable to participating account surplus is the proportion of the equity attributable to the participating account of the Company’s subsidiaries. Non-controlling interests in subsidiaries also include Nippon Life Insurance Company’s (Nippon Life) interest in PanAgora, a subsidiary of Putnam, and non-controlling interests for the issued and outstanding shares of Putnam and PanAgora held by employees of the respective companies. During 2018, the Company acquired Nippon Life’s interest in PanAgora. (a) The non-controlling interests of Great-West Life, London Life, Canada Life, GWL&A and Putnam and their subsidiaries recorded in the Consolidated Statements of Earnings and other comprehensive income are as follows: Net earnings attributable to participating account before policyholder dividends Great-West Life London Life Canada Life GWL&A Policyholder dividends Great-West Life London Life Canada Life GWL&A Net earnings (loss) – participating account Non-controlling interests in subsidiaries Total 2019 2018 $ $ 150 919 302 3 155 902 273 2 1,374 1,332 (166) (880) (315) (3) (167) (862) (320) (3) (1,364) (1,352) 10 5 15 $ (20) 1 (19) $ The non-controlling interests of Great-West Life, London Life, Canada Life, GWL&A and Putnam and their subsidiaries recorded in other comprehensive income (loss) for the year ended December 31, 2019 was $30 ($(27) for the year ended December 31, 2018). (b) The carrying value of non-controlling interests consists of the following: Participating account surplus in subsidiaries: Great-West Life London Life Canada Life GWL&A Total Non-controlling interests in subsidiaries 2019 2018 $ $ $ 595 1,866 284 14 2,759 107 $ $ $ 608 1,827 288 14 2,737 138 Great-West Lifeco Inc. 2019 Annual Report 147 Notes to Consolidated Financial Statements 20. Share Capital Authorized Unlimited First Preferred Shares, Class A Preferred Shares and Second Preferred Shares Unlimited Common Shares Issued and outstanding and fully paid First Preferred Shares Series F, 5.90% Non-Cumulative Series G, 5.20% Non-Cumulative Series H, 4.85% Non-Cumulative Series I, 4.50% Non-Cumulative Series L, 5.65% Non-Cumulative Series M, 5.80% Non-Cumulative Series N, Non-Cumulative 5-Year Rate Reset Series O, Non-Cumulative Floating Rate Series P, 5.40% Non-Cumulative Series Q, 5.15% Non-Cumulative Series R, 4.80% Non-Cumulative Series S, 5.25% Non-Cumulative Series T, 5.15% Non-Cumulative Total Common shares Balance, beginning of year Purchased and cancelled under Substantial Issuer Bid Excess of redemption proceeds over stated capital per Substantial Issuer Bid Share issuance – Qualifying Holdco Alternative per Substantial Issuer Bid Cancellation of Shares – Qualifying Holdco Alternative per Substantial Issuer Bid Purchased and cancelled under Normal Course Issuer Bid Excess of redemption proceeds over stated capital per Normal Course Issuer Bid Exercised and issued under stock option plan Balance, end of year Preferred Shares 2019 2018 Number Carrying value Number Carrying value $ 7,740,032 12,000,000 12,000,000 12,000,000 6,800,000 6,000,000 8,524,422 1,475,578 10,000,000 8,000,000 8,000,000 8,000,000 8,000,000 194 300 300 300 170 150 213 37 250 200 200 200 200 7,740,032 12,000,000 12,000,000 12,000,000 6,800,000 6,000,000 8,524,422 1,475,578 10,000,000 8,000,000 8,000,000 8,000,000 8,000,000 108,540,032 $ 2,714 108,540,032 987,739,408 (59,700,974) – 595,747,641 (595,747,641) (2,000,000) – 1,242,752 $ 7,283 (2,000) 1,628 2,306 (3,610) (66) 53 39 988,722,659 – – – – (2,127,300) – 1,144,049 $ $ $ 194 300 300 300 170 150 213 37 250 200 200 200 200 2,714 7,260 – – – – (69) 53 39 927,281,186 $ 5,633 987,739,408 $ 7,283 The Series F, 5.90% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series G, 5.20% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series H, 4.85% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series I, 4.50% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series L, 5.65% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series M, 5.80% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series N, Non-Cumulative 5-Year Rate Reset First Preferred Shares carry an annual fixed non-cumulative dividend rate of 2.176% up to but excluding December 31, 2020 and are redeemable at the option of the Company on December 31, 2020 and on December 31 every five years thereafter for $25.00 per share plus all declared and unpaid dividends up to but excluding the date of redemption. Subject to the Company’s right of redemption and certain other restrictions on conversion described in the Series N share conditions, each Series N share is convertible into one Series O share at the option of the holders on December 31, 2020 and on December 31 every five years thereafter. The Series O, Non-Cumulative Floating Rate First Preferred Shares carry a floating non-cumulative dividend rate equal to the relevant Government of Canada Treasury Bill rate plus 1.30% and are redeemable at the option of the Company for $25.50 per share, unless the shares are redeemed on December 31, 2020 or on December 31 in each fifth year thereafter in which case the redemption price will be $25.00 per share, plus in each case all declared and unpaid dividends up to but excluding the date of redemption. Subject to the Company’s right of redemption and certain other restrictions on conversion described in the Series O share conditions, each Series O share is convertible into one Series N share at the option of the holders on December 31, 2020 and on December 31 every five years thereafter. 148 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements The Series P, 5.40% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share plus a premium if redeemed prior to March 31, 2021, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series Q, 5.15% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share plus a premium if redeemed prior to September 30, 2021, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series R, 4.80% Non-Cumulative First Preferred Shares are currently redeemable at the option of the Company for $25.00 per share plus a premium if redeemed prior to December 31, 2021, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series S, 5.25% Non-Cumulative First Preferred Shares are redeemable at the option of the Company for $25.00 per share plus a premium if redeemed prior to June 30, 2023, together with all declared and unpaid dividends up to but excluding the date of redemption. The Series T, 5.15% Non-Cumulative First Preferred Shares are redeemable at the option of the Company on or after June 30, 2022 for $25.00 per share plus a premium if redeemed prior to June 30, 2026, together with all declared and unpaid dividends up to but excluding the date of redemption. Common Shares Normal Course Issuer Bid On January 28, 2019, the Company announced a normal course issuer bid commencing February 1, 2019 and terminating January 31, 2020 to purchase for cancellation up to but not more than 20,000,000 of its common shares at market prices. On March 4, 2019, the Company announced a substantial issuer bid (the Offer) pursuant to which the Company offered to purchase for cancellation up to $2,000 of its common shares from shareholders for cash. The Offer commenced on March 8, 2019 and expired on April 12, 2019. On April 17, 2019, the Company purchased and subsequently cancelled 59,700,974 common shares under the Offer at a price of $33.50 per share for an aggregate purchase price of $2,000. The excess paid over the average carrying value under the Offer was $1,628 and was recognized as a reduction to accumulated surplus. Transaction costs of $3 were incurred in connection with the Offer and charged to accumulated surplus. As part of the substantial issuer bid, Power Financial and IGM participated in the Offer. IGM tendered its Lifeco shares proportionately. Power Financial tendered a portion of its Lifeco common shares on a proportionate basis and all remaining Lifeco common shares on a non-proportionate basis and this did not impact Power Financial’s voting control of the Company. Power Financial and IGM effected their tender offers through a Qualifying Holdco Alternative, which the Company also offered to other shareholders, to assist them in achieving certain Canadian tax objectives. Under the Qualifying Holdco Alternative, the Corporation issued and subsequently cancelled 595,747,641 shares which resulted in a net decrease in share capital of $1,304 with a corresponding increase in accumulated surplus. In December 2019, the Company repurchased and subsequently cancelled 2,000,000 common shares pursuant to its normal course issuer bid at a cost of $66 (2,127,300 during 2018 under the previous normal course issuer bid at a cost of $69). The Company’s share capital was reduced by the average carrying value of the shares repurchased for cancellation. The excess paid over the average carrying value of stated capital was $53 and was recognized as a reduction to equity ($53 during 2018 under the previous normal course issuer bid). Subsequent Event On January 17, 2020, the Company terminated its previous normal course issuer bid and announced a new normal course issuer bid commencing January 22, 2020 and terminating January 21, 2021 to purchase for cancellation up to but not more than 20,000,000 of its common shares at market prices. 21. Earnings Per Common Share The following provides the reconciliation between basic and diluted earnings per common share: Earnings Net earnings Preferred share dividends Net earnings – common shareholders Number of common shares Average number of common shares outstanding Add: Potential exercise of outstanding stock options Average number of common shares outstanding – diluted basis Basic earnings per common share Diluted earnings per common share Dividends per common share 2019 2018 $ $ $ 2,492 (133) 2,359 $ 3,094 (133) 2,961 946,003,629 522,755 988,588,610 510,961 946,526,384 989,099,571 $ $ $ 2.494 2.493 1.652 $ $ $ 2.996 2.994 1.556 Great-West Lifeco Inc. 2019 Annual Report 149 Notes to Consolidated Financial Statements 22. Capital Management (a) Policies and Objectives Managing capital is the continual process of establishing and maintaining the quantity and quality of capital appropriate for the Company and ensuring capital is deployed in a manner consistent with the expectations of the Company’s stakeholders. For these purposes, the Board considers the key stakeholders to be the Company’s shareholders, policyholders and holders of subordinated liabilities in addition to the relevant regulators in the various jurisdictions where the Company and its subsidiaries operate. The Company manages its capital on both a consolidated basis as well as at the individual operating subsidiary level. The primary objectives of the Company’s capital management strategy are: • to maintain the capitalization of its regulated operating subsidiaries at a level that will exceed the relevant minimum regulatory capital requirements in the jurisdictions in which they operate; • to maintain strong credit and financial strength ratings of the Company ensuring stable access to capital markets; and • to provide an efficient capital structure to maximize shareholders’ value in the context of the Company’s operational risks and strategic plans. The Company has established policies and procedures designed to identify, measure and report all material risks. Management is responsible for establishing capital management procedures for implementing and monitoring the capital plan. The capital planning process is the responsibility of the Company’s Chief Financial Officer. The capital plan is approved by the Company’s Board of Directors on an annual basis. The Board of Directors reviews and approves all capital transactions undertaken by management. The target level of capitalization for the Company and its subsidiaries is assessed by considering various factors such as the probability of falling below the minimum regulatory capital requirements in the relevant operating jurisdiction, the views expressed by various credit rating agencies that provide financial strength and other ratings to the Company, and the desire to hold sufficient capital to be able to honour all policyholder and other obligations of the Company with a high degree of confidence. (b) Regulatory Capital In Canada, OSFI has established a regulatory capital adequacy measurement for life insurance companies incorporated under the Insurance Companies Act (Canada) and their subsidiaries. The Life Insurance Capital Adequacy Test (LICAT) Ratio compares the regulatory capital resources of a company to its Base Solvency Buffer or required capital. The Base Solvency Buffer, defined by OSFI, is the aggregate of all defined capital requirements multiplied by a scalar of 1.05. The total capital resources are provided by the sum of Available Capital, Surplus Allowance and Eligible Deposits. The following provides a summary of the LICAT information and ratios for Great-West Life: Tier 1 Capital Tier 2 Capital Total Available Capital Surplus Allowance & Eligible Deposits Total Capital Resources Base Solvency Buffer (includes 1.05 scalar) Total LICAT Ratio (OSFI Supervisory Target = 100%) (1) (1) Total Ratio (%) = (Total Capital Resources / Base Solvency Buffer (after 1.05 scalar)) 2019 2018 $ 11,952 3,637 $ 15,589 12,625 12,455 3,686 16,141 10,665 $ 28,214 $ 26,806 $ 20,911 $ 19,165 135% 140% For entities based in Europe, the local solvency capital regime is the Solvency II basis. At December 31, 2019 and December 31, 2018, all European regulated entities met the capital and solvency requirements as prescribed under Solvency II. GWL&A is subject to the risk-based capital regulatory regime in the U.S. Other foreign operations and foreign subsidiaries of the Company are required to comply with local capital or solvency requirements in their respective jurisdictions. At December 31, 2019 and December 31, 2018, the Company maintained capital levels above the minimum local regulatory requirements in each of its foreign operations. 150 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 23. Share-Based Payments (a) The Company has a stock option plan (the Plan) pursuant to which options to subscribe for common shares of Lifeco may be granted to certain officers and employees of Lifeco and its affiliates. The Company’s Human Resources Committee (the Committee) administers the Plan and, subject to the specific provisions of the Plan, fixes the terms and conditions upon which options are granted. The exercise price of each option granted under the Plan is fixed by the Committee, but cannot under any circumstances be less than the weighted average trading price per Lifeco common share on the Toronto Stock Exchange for the five trading days preceding the date of the grant. Beginning in 2019, new option grants will vest over a period of four years, and have a maximum exercise period of ten years. Prior to 2019, options generally vested over a period of five years, and had a maximum exercise period of ten years. Termination of employment may, in certain circumstances, result in forfeiture of the options, unless otherwise determined by the Committee. The maximum number of Lifeco common shares that may be issued under the Plan is currently 65,000,000. During 2019, 2,699,500 common share options were granted (2,127,300 during 2018). The weighted average fair value of common share options granted during 2019 was $2.86 per option ($1.18 in 2018). The fair value of each common share option was estimated using the Black-Scholes option-pricing model with the following weighted average assumptions used for those options granted in 2019: dividend yield 5.45% (4.55% in 2018), expected volatility 18.63% (8.75% in 2018), risk-free interest rate 1.86% (2.09% in 2018), and expected life of eight years (eight in 2018). The following summarizes the changes in options outstanding and the weighted average exercise price: Outstanding, beginning of year Granted Exercised Forfeited/expired Outstanding, end of year Options exercisable at end of year 2019 2018 Options 14,057,195 2,699,500 (1,242,752) (135,604) 15,378,339 9,653,016 Weighted average exercise price $ $ $ 32.49 30.33 26.71 34.12 32.57 32.32 Options 13,400,064 2,127,300 (1,144,049) (326,120) 14,057,195 8,680,938 Weighted average exercise price $ $ $ 32.10 34.21 30.62 34.02 32.49 30.95 The weighted average share price at the date of exercise of stock options for the year ended December 31, 2019 was $32.29 ($33.46 in 2018). Compensation expense due to the Plan transactions accounted for as equity-settled share-based payments of $5 after-tax in 2019 ($5 after-tax in 2018) has been recognized in the Consolidated Statements of Earnings. The following summarizes information on the ranges of exercise prices including weighted average remaining contractual life at December 31, 2019: Exercise price ranges $23.16 – $36.87 $27.16 – $36.87 $23.16 – $36.87 $27.13 – $36.87 $30.28 – $36.87 $35.62 – $36.63 $34.68 – $35.52 $36.87 – $36.87 $32.99 – $34.21 $30.28 – $32.50 Outstanding Weighted average remaining contractual life Weighted average exercise price 0.51 1.25 2.24 3.31 4.31 5.18 6.16 7.16 8.17 9.16 31.63 29.67 26.86 30.87 32.69 35.67 34.68 36.87 34.20 30.32 Exercisable Options 448,140 770,220 1,258,938 1,677,020 1,862,700 1,420,015 1,322,603 530,980 354,000 8,400 Weighted average exercise price 31.63 29.67 26.86 30.87 32.69 35.67 34.68 36.87 34.20 30.28 Expiry 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 Options 449,120 770,220 1,258,938 1,677,020 1,862,700 1,729,479 2,107,562 1,285,600 1,700,400 2,537,300 Great-West Lifeco Inc. 2019 Annual Report 151 Notes to Consolidated Financial Statements 23. Share-Based Payments (cont’d) (b) (c) (d) (e) To promote greater alignment of interests between the Directors and Lifeco’s shareholders, the Company and certain of its subsidiaries have established mandatory Deferred Share Unit Plans and/or voluntary Deferred Share Unit Plans (the “Mandatory DSU Plans” and the “Voluntary DSU Plans” respectively) in which the Directors of the Company participate. Under the Mandatory DSU Plans, each Director who is a resident of Canada or the United States must receive 50% of his or her annual Board retainer in the form of Deferred Share Units (DSUs). Under the Voluntary DSU Plans, each Director may elect to receive the balance of his or her annual Board retainer and Board Committee fees entirely in the form of DSUs, entirely in cash, or equally in cash and DSUs. In both cases, the number of DSUs granted is determined by dividing the amount of remuneration payable to the Director by the weighted average trading price per Lifeco common share on the Toronto Stock Exchange (TSX) for the last five trading days of the preceding fiscal quarter. Directors receive additional DSUs for dividends payable on the Company’s common shares based on the value of a DSU at the dividend payment date. DSUs are redeemable when an individual ceases to be a Director, or as applicable, an officer or employee of the Company or any of its affiliates by a lump sum cash payment, based on the weighted average trading price per Lifeco common share on the TSX for the last five trading days preceding the date of redemption. In 2019, $6 in Directors’ fees were used to acquire DSUs ($5 in 2018). At December 31, 2019, the carrying value of the DSU liability is $43 ($34 in 2018) recorded within other liabilities. Certain employees of the Company are entitled to receive Performance Share Units (PSUs). Under these PSU plans, these employees are granted PSUs equivalent to the Company’s common shares vesting over a three-year period. Employees receive additional PSUs in respect of dividends payable on the common shares based on the value of a PSU at that time. At the maturity date, employees receive cash representing the value of the PSU at this date. The Company uses the fair-value based method to account for the PSUs granted to employees under the plan. For the year ended December 31, 2019, the Company recognized compensation expense of $59 ($29 in 2018) for the PSU plans recorded in operating and administrative expenses in the Consolidated Statements of Earnings. At December 31, 2019, the carrying value of the PSU liability is $86 ($60 in 2018) recorded within other liabilities. The Company’s Employee Share Ownership Plan (ESOP) is a voluntary plan where eligible employees can contribute up to 5% of their previous year’s eligible earnings to purchase common shares of Great-West Lifeco Inc. The Company matches 50% of the total employee contributions. The contributions from the Company vest immediately and are expensed. For the year ended December 31, 2019, the Company recognized compensation expense of $12 ($11 in 2018) for the ESOP recorded in operating and administrative expenses in the Consolidated Statements of Earnings. Putnam sponsors the Putnam Investments, LLC Equity Incentive Plan. Under the terms of the Equity Incentive Plan, Putnam is authorized to grant or sell Class B Shares of Putnam (the Putnam Class B Shares), subject to certain restrictions, and to grant options to purchase Putnam Class B Shares (collectively, the Awards) to certain senior management and key employees of Putnam at fair value at the time of the award. Fair value is determined under the valuation methodology outlined in the Equity Incentive Plan. Awards vest over a period of up to five years and are specified in the individual’s award letter. Holders of Putnam Class B Shares are not entitled to vote other than in respect of certain matters in regards to the Equity Incentive Plan and have no rights to convert their shares into any other securities. The number of Putnam Class B Shares that may be subject to Awards under the Equity Incentive Plan is limited to 10,555,555. During 2019, Putnam granted 2,544,222 (1,159,000 in 2018) restricted Class B common shares to certain members of senior management and key employees. Compensation expense recorded for the year ended December 31, 2019 related to restricted Class B common shares and Class B stock options earned was $20 ($20 in 2018) and is recorded in operating and administrative expenses in the Consolidated Statements of Earnings. (f ) Certain employees of PanAgora, a subsidiary of Putnam, are eligible to participate in the PanAgora Management Equity Plan under which Class C Shares of PanAgora and options and stock appreciation rights on Class C Shares of PanAgora may be issued. Holders of PanAgora Class C Shares are not entitled to vote and have no rights to convert their shares into any other securities. The number of PanAgora Class C Shares may not exceed 20% of the equity of PanAgora on a fully exercised and converted basis. Compensation expense recorded for the year ended December 31, 2019 related to restricted Class C Shares and stock appreciation rights was $14 in 2019 ($13 in 2018) and is included as a component of operating and administrative expenses in the Consolidated Statements of Earnings. 152 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 24. Pension Plans and Other Post-Employment Benefits Characteristics, Funding and Risk The Company’s subsidiaries maintain contributory and non-contributory defined benefit pension plans for certain employees and advisors. The Company’s subsidiaries also maintain defined contribution pension plans for certain employees and advisors. The defined benefit pension plans provide pensions based on length of service and final average pay. For most plans, active plan participants share in the cost by making contributions in respect of current service. Certain pension payments are indexed either on an ad hoc basis or a guaranteed basis. The determination of the defined benefit obligation reflects pension benefits in accordance with the terms of the plans. The assets supporting the funded pension plans are held in separate trusteed pension funds. The obligations for the wholly unfunded plans are included in other liabilities and are supported by general assets. The defined benefit plans of the Company’s subsidiaries are closed to new entrants with plans in several geographies also closed to future defined benefit accruals. New hires are eligible only for defined contribution benefits. Active plan participants in defined benefit plans closed to future defined benefit accruals are eligible to accrue defined contribution benefits. The Company’s defined benefit plan exposure will continue to be reduced in future years. The defined contribution pension plans provide pension benefits based on accumulated employee and subsidiary company contributions. Subsidiary company contributions to these plans are a set percentage of employees’ annual income and may be subject to certain vesting requirements. The Company’s subsidiaries also provide post-employment health, dental and life insurance benefits to eligible employees, advisors and their dependents. Retirees share in the cost of benefits through deductibles, co-insurance and caps on benefits. These plans are closed to new hires and were previously amended to limit which employees could become eligible to receive benefits. The amount of some of the post-employment benefits other than pensions depends on future cost escalation. These post-employment benefits are not pre-funded and the amount of the obligation for these benefits is included in other liabilities and is supported by general assets. The Company’s subsidiaries have pension and benefit committees or a trusteed arrangement that provides oversight for the benefit plans of the Company’s subsidiaries. The benefit plans are monitored on an ongoing basis to assess the benefit, funding and investment policies, financial status, and funding requirements of the Company’s subsidiaries. Significant changes to the subsidiary company’s benefit plans require approval from that Company’s Board of Directors. The Company’s subsidiaries’ funding policy for the funded pension plans is to make contributions equal to or greater than those required by the applicable regulations and plan provisions that govern the funding of the plans. Where funded plans have a net defined benefit pension plan asset, the Company determines if an economic benefit exists in the form of potential reductions in future contributions by the Company, from the payment of expenses from the plan and in the form of surplus refunds, where permitted by applicable regulation and plan provisions. By their design, the defined benefit plans expose the Company to the typical risks faced by defined benefit plans such as investment performance, changes to the discount rates used to value the obligations, longevity of plan members, and future inflation. Pension and benefit risk is managed by regular monitoring of the plans, applicable regulations and other factors that could impact the expenses and cash flows of the Company. Great-West Lifeco Inc. 2019 Annual Report 153 Notes to Consolidated Financial Statements 24. Pension Plans and Other Post-Employment Benefits (cont’d) The following reflects the financial position of the Company’s subsidiaries contributory and non-contributory defined benefit plans: (a) Plan Assets, Benefit Obligation and Funded Status Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 $ $ 6,484 210 663 176 20 (266) (113) (10) (13) (179) $ 6,670 206 (338) 176 13 (350) (7) (8) (8) 130 $ – – – 20 – (20) – – – – $ 6,972 $ 6,484 $ – $ $ $ 7,189 76 234 20 (266) (1) (3) (150) 942 (20) 14 (13) (186) $ 7,401 110 228 13 (350) 6 (3) (8) (292) (85) 26 (8) 151 $ 7,836 $ 7,189 $ $ $ $ $ $ $ (864) (37) (901) 231 (1,132) (901) 7,513 323 $ $ $ $ $ $ (710) (103) (813) 148 (961) (813) 6,886 303 $ $ $ $ $ $ 370 2 14 – (20) – – – 29 (5) (1) – (1) 388 (388) – (388) – (388) (388) – 388 $ $ $ $ $ $ $ $ – – – 19 – (19) – – – – – 400 2 14 – (19) – – – (19) (9) (1) – 2 370 (370) – (370) – (370) (370) – 370 Change in fair value of plan assets Fair value of plan assets, beginning of year Interest income Actual return over (less than) interest income Employer contributions Employee contributions Benefits paid Settlements Administrative expenses Net transfer out Foreign exchange rate changes Fair value of plan assets, end of year Change in defined benefit obligation Defined benefit obligation, beginning of year Current service cost Interest cost Employee contributions Benefits paid Plan amendments Curtailments and termination benefits Settlements Actuarial loss (gain) on financial assumption changes Actuarial gain on demographic assumption changes Actuarial loss (gain) arising from member experience Net transfer out Foreign exchange rate changes Defined benefit obligation, end of year Asset (liability) recognized on the Consolidated Balance Sheets Funded status of plans – surplus (deficit) Unrecognized amount due to asset ceiling Asset (liability) recognized on the Consolidated Balance Sheets Recorded in: Other assets (note 13) Other liabilities (note 18) Asset (liability) recognized on the Consolidated Balance Sheets Analysis of defined benefit obligation Wholly or partly funded plans Wholly unfunded plans 154 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements Under IFRIC 14, The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, the Company must assess whether each pension plan’s asset has economic benefit to the Company through future contribution reductions, from the payment of expenses from the plan, or surplus refunds; in the event the Company is not entitled to a benefit, a limit or ‘asset ceiling’ is required on the balance. The following provides a breakdown of the changes in the asset ceiling: Change in asset ceiling Asset ceiling, beginning of year Interest on asset ceiling Change in asset ceiling Asset ceiling, end of year Defined benefit pension plans 2019 2018 $ $ 103 4 (70) 92 3 8 $ 37 $ 103 (b) Pension and Other Post-Employment Benefits Expense The total pension and other post-employment benefit expense included in operating expenses and other comprehensive income are as follows: $ Defined benefit current service cost Defined contribution current service cost Employee contributions Employer current service cost Administrative expense Plan amendments Curtailments Settlements Net interest cost Expense – profit or loss Actuarial (gain) loss recognized Return on assets (greater) less than assumed Change in the asset ceiling Re-measurements – other comprehensive (income) loss Total expense (income) including re-measurements $ (c) Asset Allocation by Major Category Weighted by Plan Assets Equity securities Debt securities Real estate Cash and cash equivalents Total All pension plans Other post-employment benefits 2019 2018 2019 2018 96 118 (20) 194 10 (1) (3) (37) 28 191 936 (663) (70) 203 394 $ $ 123 104 (13) 214 8 6 (2) (1) 25 250 (351) 338 8 (5) $ 245 $ 2 – – 2 – – – – 14 16 23 – – 23 39 $ $ 2 – – 2 – – – – 14 16 (29) – – (29) (13) Defined benefit pension plans 2019 2018 43% 47% 8% 2% 100% 41% 49% 8% 2% 100% No plan assets are directly invested in the Company’s or related parties’ securities. Plan assets include investments in segregated funds and other funds managed by subsidiaries of the Company of $6,031 at December 31, 2019 and $5,501 at December 31, 2018, of which $5,961 ($5,431 at December 31, 2018) are included on the Consolidated Balance Sheets. Plan assets do not include any property occupied or other assets used by the Company. Great-West Lifeco Inc. 2019 Annual Report 155 Notes to Consolidated Financial Statements 24. Pension Plans and Other Post-Employment Benefits (cont’d) (d) Details of Defined Benefit Obligation (i) Portion of Defined Benefit Obligation Subject to Future Salary Increases Benefit obligation without future salary increases Effect of assumed future salary increases Defined benefit obligation Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 $ 7,179 657 $ 7,836 $ $ 6,581 608 7,189 $ $ 388 – 388 $ $ 370 – 370 The other post-employment benefits are not subject to future salary increases. (ii) Portion of Defined Benefit Obligation Without Future Pension Increases Benefit obligation without future pension increases Effect of assumed future pension increases Defined benefit obligation Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 $ 7,221 615 $ 7,836 $ $ 6,567 622 7,189 $ $ 388 – 388 $ $ 370 – 370 The other post-employment benefits are not subject to future pension increases. (iii) Maturity Profile of Plan Membership Actives Deferred vesteds Retirees Total Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 40% 19% 41% 100% 38% 23% 39% 100% 15% n/a 85% 100% 19% n/a 81% 100% Weighted average duration of defined benefit obligation 18.5 years 17.9 years 11.7 years 11.4 years (e) Cash Flow Information Expected employer contributions for 2020: Funded (wholly or partly) defined benefit plans Unfunded plans Defined contribution plans Total Pension plans Other post- employment benefits Total $ $ 123 16 120 259 $ $ – 21 – 21 $ $ 123 37 120 280 156 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (f ) Actuarial Assumptions and Sensitivities (i) Actuarial Assumptions To determine benefit cost: Discount rate – past service liabilities Discount rate – future service liabilities Rate of compensation increase Future pension increases (1) To determine defined benefit obligation: Discount rate – past service liabilities Rate of compensation increase Future pension increases (1) Medical cost trend rates: Initial medical cost trend rate Ultimate medical cost trend rate Year ultimate trend rate is reached (1) Represents the weighted average of plans subject to future pension increases. (ii) Sample Life Expectancies Based on Mortality Assumptions Sample life expectancies based on mortality assumption: Male Age 65 in fiscal year Age 65 for those age 35 in the fiscal year Female Age 65 in fiscal year Age 65 for those age 35 in the fiscal year Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 3.4% 3.8% 3.0% 1.4% 2.6% 2.9% 1.3% 3.1% 3.4% 3.1% 1.3% 3.4% 3.0% 1.4% 3.8% 4.4% – – 3.1% – – 4.7% 4.1% 2039 3.5% 3.8% – – 3.8% – – 4.8% 4.1% 2040 Defined benefit pension plans Other post-employment benefits 2019 2018 2019 2018 22.6 24.6 24.7 26.7 22.6 24.7 24.7 26.7 22.4 23.9 24.7 26.2 22.3 24.0 24.7 26.2 The period of time over which benefits are assumed to be paid is based on best estimates of future mortality, including allowances for mortality improvements. This estimate is subject to considerable uncertainty, and judgment is required in establishing this assumption. As mortality assumptions are significant in measuring the defined benefit obligation, the mortality assumptions applied by the Company take into consideration such factors as age, gender and geographic location, in addition to an estimation of future improvements in longevity. The mortality tables are reviewed at least annually, and assumptions are in accordance with accepted actuarial practice. Emerging plan experience is reviewed and considered in establishing the best estimate for future mortality. The calculation of the defined benefit obligation is sensitive to the mortality assumptions. The effect of a one-year increase in life expectancy would be an increase in the defined benefit obligation of $264 for the defined benefit pension plans and $15 for other post-employment benefits. (iii) Impact of Changes to Assumptions on Defined Benefit Obligation Defined benefit pension plans: Impact of a change to the discount rate Impact of a change to the rate of compensation increase Impact of a change to the rate of inflation Other post-employment benefits: Impact of a change to assumed medical cost trend rates Impact of a change to the discount rate 1% increase 1% decrease 2019 2018 2019 2018 $ (1,242) 311 598 $ (1,109) 277 526 $ 1,630 (284) (541) $ 1,444 (252) (477) 27 (41) 26 (38) (23) 50 (23) 46 To measure the impact of a change in an assumption, all other assumptions were held constant. It is expected that there would be interaction between at least some of the assumptions. Great-West Lifeco Inc. 2019 Annual Report 157 Notes to Consolidated Financial Statements 25. Accumulated Other Comprehensive Income 2019 Unrealized foreign exchange gains (losses) on euro debt designated as hedge of the net investment in foreign operations Unrealized foreign exchange gains (losses) on translation of foreign operations Unrealized gains (losses) on available- for-sale assets Unrealized gains (losses) on cash flow hedges Re-measurements on defined benefit pension and other post- employment benefit plans Total Non-controlling interest Shareholders $ 1,797 $ (143) $ 22 $ 11 $ (670) $ 1,017 $ 28 $ 1,045 Balance, beginning of year Other comprehensive income (loss) Income tax Balance, end of year $ 1,236 $ (57) $ (561) – (561) 100 (14) 86 163 (31) 132 154 2 – 2 (226) 47 (179) (522) 2 (520) (33) 3 (30) (555) 5 (550) $ 13 $ (849) $ 497 $ (2) $ 495 2018 Unrealized foreign exchange gains on translation of foreign operations Unrealized foreign exchange gains (losses) on euro debt designated as hedge of the net investment in foreign operations Unrealized gains (losses) on available- for-sale assets Unrealized gains (losses) on cash flow hedges Re-measurements on defined benefit pension and other post- employment benefit plans Total Non-controlling interest Shareholders $ 1,031 $ (100) $ 109 $ 44 $ (699) $ 385 $ 1 $ 386 766 – 766 (50) 7 (43) (108) 21 (87) 22 $ (46) 13 (33) 11 34 (5) 29 596 36 632 $ (670) $ 1,017 $ 32 (5) 27 28 628 31 659 $ 1,045 Balance, beginning of year Other comprehensive income (loss) Income tax Balance, end of year $ 1,797 $ (143) $ 26. Related Party Transactions Power Financial, which is incorporated and domiciled in Canada, is the Company’s parent and has voting control of the Company. The Company is related to other members of the Power Financial group including IGM Financial Inc., a company in the financial services sector along with its subsidiaries IG Wealth Management, Mackenzie Financial and Investment Planning Council and Pargesa, a holding company with substantial holdings in a diversified industrial group based in Europe. (a) Principal subsidiaries The consolidated financial statements of the Company include the operations of the following subsidiaries and their subsidiaries: Company Incorporated in Primary business operation The Great-West Life Assurance Company London Life Insurance Company The Canada Life Assurance Company Great-West Life & Annuity Insurance Company Putnam Investments, LLC Canada Canada Canada United States United States Insurance and wealth management Insurance and wealth management Insurance and wealth management Insurance and wealth management Financial services % Held 100.00% 100.00% 100.00% 100.00% 100.00%(1) (1) Lifeco holds 100% of the voting shares and 96.47% of the total outstanding shares. 158 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements (b) Transactions with related parties included in the consolidated financial statements As part of the substantial issuer bid, Power Financial and IGM participated in the Offer. IGM tendered its Lifeco shares proportionately. Power Financial tendered a portion of its Lifeco common shares on a proportionate basis and all remaining Lifeco common shares on a non-proportionate basis and this did not impact Power Financial’s voting control of the Company. Power Financial and IGM effected their tender offers through a Qualifying Holdco Alternative, which the Company also offered to other shareholders, to assist them in achieving certain Canadian tax objectives. In the normal course of business, Great-West Life and Putnam enter into various transactions with related companies which include providing insurance benefits and sub-advisory services to other companies within the Power Financial group of companies. In all cases, transactions were at market terms and conditions. During the year, Great-West Life provided to and received from IGM and its subsidiaries, a member of the Power Financial group of companies, certain administrative and information technology services. Great-West Life also provided life insurance, annuity and disability insurance products under a distribution agreement with IGM. London Life provided distribution services to IGM. All transactions were provided at market terms and conditions. Segregated funds of the Company were invested in funds managed by IG Wealth Management and Mackenzie Investments. The Company also has interests in mutual funds, open-ended investment companies and unit trusts. Some of these funds are managed by related parties of the Company and the Company receives management fees related to these services. All transactions were provided at market terms and conditions (note 15). The Company held debentures issued by IGM; the interest rates and maturity dates are as follows: 3.44%, matures January 26, 2027 6.65%, matures December 13, 2027 7.45%, matures May 9, 2031 7.00%, matures December 31, 2032 4.56%, matures January 25, 2047 4.115%, matures December 9, 2047 4.174%, matures July 13, 2048 Total 2019 2018 $ $ 21 16 14 13 22 10 5 $ 101 $ 10 16 13 13 20 9 5 86 During 2019, the Company purchased debentures from IGM with a total market value at December 31, 2019 of $10 ($14 at December 31, 2018). During 2019, the Company purchased residential mortgages of $11 from IGM ($61 in 2018). The Company holds investments in Portag3 Ventures Limited Partnership, Portag3 Ventures II Limited Partnership, Wealthsimple Europe S.a.r.l. and other entities which invest in the FinTech sector. These investments were made in partnership with Power Financial, IGM and, in certain circumstances, outside investors. The Company provides asset management, employee benefits and administrative services for employee benefit plans relating to pension and other post-employment benefits for employees of the Company and its subsidiaries. These transactions were provided at market terms and conditions. There were no significant outstanding loans or guarantees and no material loans or guarantees issued during 2019 or 2018. There were no provisions for uncollectible amounts from related parties during 2019 and 2018. (c) Key management compensation Key management personnel constitute those individuals that have the authority and responsibility for planning, directing and controlling the activities of Lifeco, directly or indirectly, including any Director. The individuals that comprise the key management personnel are the Board of Directors as well as certain key management and officers. The following describes all compensation paid to, awarded to, or earned by each of the key management personnel for services rendered in all capacities to the Company and its subsidiaries: Salary Share-based awards Option-based awards Annual non-equity incentive plan compensation Pension value Total 2019 2018 $ $ 20 14 6 24 1 65 $ $ 17 12 5 23 5 62 Great-West Lifeco Inc. 2019 Annual Report 159 Notes to Consolidated Financial Statements 27. Income Taxes (a) Components of the income tax expense (i) Income tax recognized in Consolidated Statements of Earnings Current income tax Total current income tax Deferred income tax Origination and reversal of temporary differences Effect of changes in tax rates or imposition of new income taxes Tax expense arising from unrecognized tax losses and tax credits Total deferred income tax Total income tax expense (ii) Income tax recognized in other comprehensive income (note 25) Current income tax expense (recovery) Deferred income tax recovery Total (iii) Income tax recognized in Consolidated Statements of Changes in Equity Current income tax expense Deferred income tax expense (recovery) Total 2019 2018 $ 196 $ 321 2019 2018 (29) (11) 217 177 373 $ $ $ 52 (2) 16 66 387 2019 2018 7 (9) (2) $ $ 2019 2018 78 23 101 $ $ (2) (34) (36) – (16) (16) $ $ $ $ $ $ $ (b) The effective income tax rate reported in the Consolidated Statements of Earnings varies from the combined Canadian federal and provincial income tax rate of 27% for the following items: 2019 2018 Earnings before income taxes Combined basic Canadian federal and provincial tax rate Increase (decrease) in the income tax rate resulting from: Non-taxable investment income Lower effective income tax rates on income not subject to tax in Canada Impact of rate changes on deferred income taxes Other (1) $ 2,880 778 (166) (315) (11) 87 27.00% (5.76) (10.93) (0.38) 3.02 Total income tax expense and effective income tax rate $ 373 12.95% $ $ 3,462 935 (216) (313) (2) (17) 387 27.00% (6.24) (9.03) (0.06) (0.49) 11.18% (1) Includes the impact of a decrease in the recognized deferred income tax asset of one of the Company’s subsidiaries due to timing uncertainty in projected taxable income available to utilize certain restricted net operating losses which resulted in a $199 charge and increased the effective income tax rate by 6.91 points. This was partially offset by a $101 benefit due to the resolution of an outstanding issue with a foreign tax authority which reduced the effective income tax rate by 3.51 points. (c) Composition and changes in net deferred income tax assets are as follows: 2019 Balance, beginning of year Recognized in Statements of Earnings Recognized in Statements of Comprehensive Income Recognized in Statements of Changes in Equity Acquired in business acquisitions Foreign exchange rate changes and other Insurance and investment contract liabilities Portfolio investments Losses carried forward Intangible assets Tax credits Other Total $ (1,387) 362 $ (359) (171) $ 1,357 (244) $ (479) (58) $ 363 (44) $ $ 276 (22) (229) (177) – (20) – 62 (25) – – 21 – – (1) (47) – – (1) 16 – – – (23) 34 (3) – (30) 9 (23) (2) (1) Balance, end of year $ (983) $ (534) $ 1,065 $ (522) $ 296 $ 255 $ (423) 160 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements Balance, beginning of year Recognized in Statements of Earnings Recognized in Statements of Comprehensive Income Recognized in Statements of Changes in Equity Acquired in business acquisitions Foreign exchange rate changes and other Insurance and investment contract liabilities Portfolio investments Losses carried forward 2018 Intangible assets Tax credits Other Total $ $ (976) (395) (602) 227 $ 1,132 129 $ $ (401) (63) $ 391 (44) 192 80 $ (264) (66) – 9 41 (66) 40 – – (24) – – – 96 – – – (15) – – – 16 (6) 7 (8) 11 34 16 33 18 Balance, end of year $ (1,387) $ (359) $ 1,357 $ (479) $ 363 $ 276 $ (229) Recorded on Consolidated Balance Sheets: Deferred tax assets Deferred tax liabilities Total 2019 2018 $ $ 693 (1,116) (423) $ $ 981 (1,210) (229) A deferred income tax asset is recognized for deductible temporary differences and unused losses and carryforwards only to the extent that realization of the related income tax benefit through future taxable profits is probable. Recognition is based on the fact that it is probable that the entity will have taxable profits and/or tax planning opportunities available to allow the deferred income tax asset to be utilized. Changes in circumstances in future periods may adversely impact the assessment of the recoverability. The uncertainty of the recoverability is taken into account in establishing the deferred income tax assets. The Company’s annual financial planning process provides a significant basis for the measurement of deferred income tax assets. Management assesses the recoverability of the deferred income tax assets carrying values based on future years’ taxable income projections and believes the carrying values of the deferred income tax assets as of December 31, 2019 are recoverable. At December 31, 2019, the Company has recognized a deferred tax asset of $1,065 ($1,357 at December 31, 2018) on tax loss carryforwards totaling $6,832 ($8,568 in 2018). Of this amount, $5,814 expire between 2020 and 2039 while $1,018 have no expiry date. The Company will realize this benefit in future years through a reduction in current income taxes payable. One of the Company’s subsidiaries has had a history of losses. The subsidiary has a net deferred income tax asset balance of $478 (U.S. $367) as at December 31, 2019, comprised principally of net operating losses and future deductions related to goodwill. During the year ended December 31, 2019, management determined that a $199 (U.S. $151) decrease in the recognized deferred income tax asset is appropriate due to timing uncertainty in projected taxable income available to utilize certain restricted net operating losses generated in the earliest loss years. The deferred income tax asset decrease resulted in a charge to income tax expense of $199 (U.S. $151) in the Consolidated Statements of Earnings. Management has concluded that it is probable that the subsidiary and other historically profitable subsidiaries with which it files or intends to file a consolidated U.S. income tax return will generate sufficient taxable income to utilize the unused U.S. losses and deductions for which a deferred tax asset has been recognized. The Company has not recognized a deferred tax asset of $231 ($37 in 2018) on tax loss carryforwards totaling $1,252 ($179 in 2018). Of this amount, $1,173 expire between 2020 and 2039 while $79 have no expiry date. In addition, the Company has not recognized a deferred tax asset of $16 (nil in 2018) on other temporary differences of $78 (nil in 2018) associated with investments in subsidiaries, branches, and associates. A deferred income tax liability has not been recognized in respect of the temporary differences associated with investments in subsidiaries, branches and associates as the Company is able to control the timing of the reversal of the temporary differences, and it is probable that the temporary differences will not reverse in the foreseeable future. 28. Operating and Administrative Expenses Salaries and other employee benefits General and administrative (1) Interest expense on leases Amortization of fixed assets Depreciation of right-of-use assets Total (2) (1) Expenses related to short-term leases of $10 and low-value leases of $3 are included within general and administrative expenses. (2) Includes operating and administrative expenses recognized upon the completion of the reinsurance transaction with Protective Life (note 3). 2019 2018 $ 3,474 1,541 22 125 69 $ 3,296 1,641 – 96 – $ 5,231 $ 5,033 Great-West Lifeco Inc. 2019 Annual Report 161 Notes to Consolidated Financial Statements 29. Derivative Financial Instruments In the normal course of managing exposure to fluctuations in interest and foreign exchange rates, and to market risks, the Company is an end-user of various derivative financial instruments. It is the Company’s policy to transact in derivatives only with the most creditworthy financial intermediaries. Note 9 discloses the credit quality of the Company’s exposure to counterparties. Credit risk equivalent amounts are presented net of collateral received, including initial margin on exchange-traded derivatives, of $156 as at December 31, 2019 ($113 at December 31, 2018). (a) The following summarizes the Company’s derivative portfolio and related credit exposure using the following definitions of risk as prescribed by OSFI: Maximum Credit Risk The total replacement cost of all derivative contracts with positive values. Future Credit Exposure The potential future credit exposure is calculated based on a formula prescribed by OSFI. The factors prescribed by OSFI for this calculation are based on derivative type and duration. Credit Risk Equivalent The sum of maximum credit risk and the potential future credit exposure less any collateral held. Risk Weighted Equivalent Represents the credit risk equivalent, weighted according to the creditworthiness of the counterparty, as prescribed by OSFI. Interest rate contracts Futures – long Futures – short Swaps Options purchased Foreign exchange contracts Forward contracts Cross-currency swaps Other derivative contracts Equity contracts Futures – long Futures – short Other forward contracts Notional amount Maximum credit risk 2019 Future credit exposure Credit risk equivalent Risk weighted equivalent $ $ 12 17 3,179 244 3,452 2,573 13,039 15,612 74 13 774 1,709 2,570 $ $ – – 197 – 197 43 209 252 – – – 2 2 – – 38 1 39 47 899 946 4 – – 94 98 $ – – 206 1 207 76 997 1,073 4 – – 94 98 – – 60 – 60 7 266 273 – – – 9 9 Total $ 21,634 $ 451 $ 1,083 $ 1,378 $ 342 Notional amount Maximum credit risk 2018 Future credit exposure Credit risk equivalent Risk weighted equivalent Interest rate contracts Futures – long Swaps Options purchased Foreign exchange contracts Forward contracts Cross-currency swaps Other derivative contracts Equity contracts Futures – long Futures – short Other forward contracts $ $ 72 2,716 351 3,139 2,098 11,737 13,835 618 12 1,059 951 2,640 $ – 118 43 161 8 219 227 8 – 8 13 29 Total $ 19,614 $ 417 $ 162 Great-West Lifeco Inc. 2019 Annual Report – 34 1 35 42 794 836 6 – 14 91 111 982 $ $ – 143 43 186 49 910 959 6 – 22 98 126 – 42 8 50 5 241 246 – – 2 10 12 $ 1,271 $ 308 Notes to Consolidated Financial Statements (b) The following provides the notional amount, term to maturity and estimated fair value of the Company’s derivative portfolio by category: 2019 Notional Amount 1 year or less Over 1 year to 5 years Over 5 years Total Derivatives not designated as accounting hedges Interest rate contracts Futures – long Futures – short Swaps Options purchased Foreign exchange contracts Forward contracts Cross-currency swaps Other derivative contracts Equity contracts Futures – long Futures – short Other forward contracts Fair value hedges Foreign exchange forward contracts Cash flow hedges Interest rate contracts Swaps Net investment hedges $ 9 10 185 35 239 1,334 299 1,633 74 13 774 1,709 2,570 74 – $ $ 3 7 653 184 847 – 2,395 2,395 $ – – 2,312 25 2,337 – 10,345 10,345 12 17 3,150 244 3,423 1,334 13,039 14,373 74 13 774 1,709 2,570 74 – – – – – – – – – – – – – 29 29 Total estimated fair value $ – – 161 – 161 15 (1,135) (1,120) – – (2) 2 – 2 10 17 Foreign exchange forward contracts 641 524 – 1,165 Total $ 5,157 $ 3,766 $ 12,711 $ 21,634 $ (930) Great-West Lifeco Inc. 2019 Annual Report 163 Notes to Consolidated Financial Statements 29. Derivative Financial Instruments (cont’d) 2018 Notional Amount 1 year or less Over 1 year to 5 years Over 5 years Total Total estimated fair value Derivatives not designated as accounting hedges Interest rate contracts Futures – long Swaps Options purchased Foreign exchange contracts Forward contracts Cross-currency swaps Other derivative contracts Equity contracts Futures – long Futures – short Other forward contracts Cash flow hedges Interest rate contracts Swaps Net investment hedges $ 46 118 47 211 1,058 560 1,618 618 12 1,059 951 2,640 – $ 26 456 225 707 – 1,968 1,968 – – – – – – Foreign exchange forward contracts 524 516 $ – 2,112 79 2,191 – 9,209 9,209 – – – – – 30 – $ 72 2,686 351 3,109 1,058 11,737 12,795 618 12 1,059 951 2,640 30 $ – 78 43 121 (16) (1,224) (1,240) (8) – 6 13 11 8 1,040 (45) Total $ 4,993 $ 3,191 $ 11,430 $ 19,614 $ (1,145) Futures contracts included in the above are exchange traded contracts; all other contracts are over-the-counter. (c) Interest Rate Contracts Interest rate swaps, futures and options are used as part of a portfolio of assets to manage interest rate risk associated with investment activities and insurance and investment contract liabilities. Interest-rate swap agreements require the periodic exchange of payments without the exchange of the notional principal amount on which payments are based. Call options grant the Company the right to enter into a swap with predetermined fixed-rate payments over a predetermined time period on the exercise date. Call options are used to manage the variability in future interest payments due to a change in credited interest rates and the related potential change in cash flows due to surrenders. Call options are also used to hedge minimum rate guarantees. Foreign Exchange Contracts Cross-currency swaps are used in combination with other investments to manage foreign currency risk associated with investment activities, and insurance and investment contract liabilities. Under these swaps principal amounts and fixed or floating interest payments may be exchanged in different currencies. The Company also enters into certain foreign exchange forward contracts to hedge certain product liabilities. The ineffective portion of the cash flow hedges during 2019, which includes interest rate contracts and foreign exchange contracts, and the anticipated net gains (losses) reclassified out of accumulated other comprehensive income within the next twelve months is nil. The maximum time frame for which variable cash flows are hedged is 50 years. Other Derivative Contracts Equity index swaps, futures and options are used to hedge certain product liabilities. Equity index swaps are also used as substitutes for cash instruments and are used to periodically hedge the market risk associated with certain fee income. Equity put options are used to manage potential credit risk impact of significant declines in certain equity markets. 164 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements 30. Legal Provisions and Contingent Liabilities The Company and its subsidiaries are from time-to-time subject to legal actions, including arbitrations and class actions, arising in the normal course of business. Provisions are established if, in management’s judgment, it is probable a payment will be required and the amount of the payment can be reliably estimated. It is inherently difficult to predict the outcome of any of these proceedings with certainty, and it is possible that an adverse resolution could have a material adverse effect on the consolidated financial position of the Company. However, based on information presently known, it is not expected that any of the existing legal actions, either individually or in the aggregate, will have a material adverse effect on the consolidated financial position of the Company. Actual results could differ from management’s best estimates. A subsidiary of the Company in the United States is a defendant in an action in relation to its role as collateral manager of a collateralized debt obligation brought by an institution involved in the collateralized debt obligation. The resolution of this matter will not have a material adverse effect on the consolidated financial position of the Company. Subsidiaries of the Company in the United States are defendants in legal actions, including class actions, relating to the administration of their staff retirement plans, or to the costs and features of certain of their retirement or fund products. Management believes the claims are without merit and will be aggressively defending these actions. Based on the information presently known these actions will not have a material adverse effect on the consolidated financial position of the Company. A subsidiary of the Company, as reinsurer, is involved in an arbitration relating to the interpretation of certain provisions of a reinsurance treaty and the alleged underreporting of claims and overpayment of premium. Based on information presently known, it is difficult to predict the outcome of this matter with certainty, but this matter is not expected to have a material adverse effect on the consolidated financial position of the Company. 31. Commitments (a) Letters of Credit Letters of credit are written commitments provided by a bank. The total amount of letter of credit facilities is U.S. $2,257 of which U.S. $1,772 were issued as of December 31, 2019. The Reinsurance operation periodically uses letters of credit as collateral under certain reinsurance contracts for on balance sheet policy liabilities. (b) Investment Commitments Commitments of investment transactions made in the normal course of operations in accordance with policies and guidelines that are to be disbursed upon fulfillment of certain contract conditions were $1,042 as at December 31, 2019, with $1,006 maturing within one year, $19 maturing within two years and $17 maturing within three years. (c) Pledged Assets In addition to the assets pledged by the Company disclosed elsewhere in the consolidated financial statements: (i) The amount of assets included in the Company’s balance sheet which have a security interest by way of pledging is $1,456 ($1,464 at December 31, 2018) in respect of reinsurance agreements. In addition, under certain reinsurance contracts, bonds presented in portfolio investments are held in trust and escrow accounts. Assets are placed in these accounts pursuant to the requirements of certain legal and contractual obligations to support contract liabilities assumed. (ii) The Company has pledged, in the normal course of business, $75 ($76 at December 31, 2018) of assets of the Company for the purpose of providing collateral for the counterparty. Great-West Lifeco Inc. 2019 Annual Report 165 Notes to Consolidated Financial Statements 32. Segmented Information The operating segments of the Company are Canada, United States, Europe and Lifeco Corporate. These segments reflect the Company’s management structure and internal financial reporting and are aligned to its geographic operations. Each of these segments operates in the financial services industry and the revenues from these segments are derived principally from interests in life insurance, health insurance, retirement and investment services, asset management and reinsurance businesses. Business activities that are not associated with the specific geographic operations are attributed to the Lifeco Corporate segment. Transactions between operating segments occur at market terms and conditions and have been eliminated upon consolidation. The Company has a capital allocation model to measure the performance of the operating segments. The impact of the capital allocation model is included in the segmented information presented below. (a) Consolidated Net Earnings Canada United States (2)(3) 2019 Europe Lifeco Corporate Total Income Total net premiums Net investment income Regular net investment income Changes in fair value through profit or loss Total net investment income Fee and other income Benefits and expenses Paid or credited to policyholders Other (1) Financing charges Amortization of finite life intangible assets Restructuring expenses Earnings (loss) before income taxes Income taxes (recovery) Net earnings (loss) before non-controlling interests Non-controlling interests Net earnings (loss) Preferred share dividends Net earnings (loss) before capital allocation Impact of capital allocation $ 13,505 $ (9,659) $ 20,664 $ 2,785 3,157 5,942 1,766 1,785 1,371 3,156 3,767 1,591 2,418 4,009 1,548 21,213 (2,736) 26,221 16,268 3,510 128 92 – 1,215 149 1,066 13 1,053 114 939 112 (5,932) 2,780 118 85 52 161 205 (44) 3 (47) – (47) (14) (61) 22,755 1,854 36 47 – 1,529 25 1,504 (1) 1,505 19 1,486 (96) $ 1,390 $ – – – – – – – 22 3 – – (25) (6) (19) – (19) – (19) (2) (21) $ 24,510 6,161 6,946 13,107 7,081 44,698 33,091 8,166 285 224 52 2,880 373 2,507 15 2,492 133 2,359 – $ 2,359 Net earnings (loss) – common shareholders $ 1,051 $ (1) Includes commissions, operating and administrative expenses and premium taxes. (2) Includes the loss on the reinsurance transaction with Protective Life of $247 ($199 after-tax) (note 3). (3) Includes the impact of the $199 decrease in the deferred income tax asset (note 27). 166 Great-West Lifeco Inc. 2019 Annual Report Notes to Consolidated Financial Statements Income Total net premiums Net investment income Regular net investment income Changes in fair value through profit or loss Total net investment income Fee and other income Benefits and expenses Paid or credited to policyholders Other (1) Financing charges Amortization of finite life intangible assets Restructuring expenses Earnings (loss) before income taxes Income taxes (recovery) Net earnings (loss) before non-controlling interests Non-controlling interests Net earnings (loss) Preferred share dividends Net earnings (loss) before capital allocation Impact of capital allocation Net earnings (loss) – common shareholders Canada United States 2018 Europe Lifeco Corporate Total $ 13,093 $ 4,250 $ 18,118 $ – $ 35,461 2,608 (1,285) 1,323 1,736 16,152 11,024 3,406 128 81 – 1,513 268 1,245 (21) 1,266 114 1,152 123 $ 1,275 $ 1,836 (890) 946 2,603 7,799 4,447 2,741 55 90 – 466 66 400 2 398 – 398 (10) 388 1,901 (1,431) 470 1,480 20,068 16,597 1,832 37 41 67 1,494 56 1,438 – 1,438 19 1,419 (108) 13 – 13 – 13 – 23 1 – – (11) (3) (8) – (8) – (8) (5) 6,358 (3,606) 2,752 5,819 44,032 32,068 8,002 221 212 67 3,462 387 3,075 (19) 3,094 133 2,961 – $ 1,311 $ (13) $ 2,961 (1) Includes commissions, operating and administrative expenses and premium taxes. (b) Consolidated Total Assets and Liabilities Assets Invested assets Goodwill and intangible assets Other assets Investments on account of segregated fund policyholders Total Liabilities Insurance and investment contract liabilities Other liabilities Investment and insurance contracts on account of segregated fund policyholders Total 2019 Canada United States Europe Total $ 81,179 5,560 3,953 85,612 $ 32,768 1,990 19,421 31,433 $ 54,840 2,834 17,600 113,977 $ 168,787 10,384 40,974 231,022 $ 176,304 $ 85,612 $ 189,251 $ 451,167 2019 Canada United States Europe Total $ 74,939 8,448 85,612 $ 43,689 5,035 31,433 $ 57,549 4,942 113,977 $ 176,177 18,425 231,022 $ 168,999 $ 80,157 $ 176,468 $ 425,624 Great-West Lifeco Inc. 2019 Annual Report 167 Notes to Consolidated Financial Statements 32. Segmented Information (cont’d) Assets Invested assets Assets held for sale Goodwill and intangible assets Other assets Investments on account of segregated fund policyholders Investments on account of segregated fund policyholders held for sale Total Liabilities Insurance and investment contract liabilities Liabilities held for sale Other liabilities Investment and insurance contracts on account of segregated fund policyholders Investment and insurance contracts on account of segregated fund policyholders held for sale Total 33. Subsequent Events (a) Amalgamation 2018 Canada United States Europe Total $ 75,647 – 5,516 3,110 76,633 – $ 47,500 – 2,130 4,495 31,816 – $ 54,334 897 2,878 18,336 101,078 3,319 $ 177,481 897 10,524 25,941 209,527 3,319 $ 160,906 $ 85,941 $ 180,842 $ 427,689 2018 Canada United States Europe Total $ 68,252 – 7,863 76,633 $ 42,913 – 5,100 31,816 $ 57,266 897 5,154 101,078 $ 168,431 897 18,117 209,527 – – 3,319 3,319 $ 152,748 $ 79,829 $ 167,714 $ 400,291 As a result of the Amalgamation (note 1), effective January 1, 2020, the consolidated financial statements of the Amalgamated Company will include the operations of the following previously separate subsidiaries: Great-West Life, LIG, London Life, CLFC, and Canada Life. The consolidated financial statements of the Company will include the operations of the Amalgamated Company and its subsidiaries. Non-controlling interests attributable to participating account surplus previously recorded in the Great-West Life, London Life, and Canada Life Consolidated Statements of Earnings and Other Comprehensive Income will be recorded in the Amalgamated Company (notes 19, 26(a)). (b) Sale of Irish Progressive Services International Limited On February 10, 2020, Irish Life announced the sale of Irish Progressive Services International Limited, a wholly-owned subsidiary whose principal activity is the provision of outsourced administration services for life assurance companies, to a member of the FNZ group of companies. The proposed transaction will be subject to customary closing conditions including receipt of required regulatory approvals and is expected to be completed in the second half of 2020. The Company expects to recognize a gain related to this transaction. The carrying value and earnings of the business are immaterial to the Company. 34. Comparative Figures The Company reclassified certain comparative figures for disclosure items to conform to the current year’s presentation. These reclassifications had no impact on the total equity or net earnings of the Company. 168 Great-West Lifeco Inc. 2019 Annual Report Independent Auditor’s Report To the Shareholders of Great-West Lifeco Inc. Opinion We have audited the consolidated financial statements of Great-West Lifeco Inc. (the “Company”), which comprise the consolidated balance sheets as at December 31, 2019 and 2018, and the consolidated statements of earnings, comprehensive income, changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies (collectively referred to as the “financial statements”). In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2019 and 2018, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (“IFRS”). Basis for Opinion We conducted our audit in accordance with Canadian generally accepted auditing standards (“Canadian GAAS”). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Other Information Management is responsible for the other information. The other information comprises: • Management’s Discussion and Analysis • The information, other than the financial statements and our auditor’s report thereon, in the Annual Report. Our opinion on the financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard. The Annual Report is expected to be made available to us after the date of the auditor’s report. If, based on the work we will perform on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact to those charged with governance. Responsibilities of Management and Those Charged with Governance for the Financial Statements Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Company’s financial reporting process. Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Great-West Lifeco Inc. 2019 Annual Report 169 Independent Auditor’s Report (cont’d) As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit 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 Company’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor’s report is Paul Stauch. /s/ Deloitte LLP Chartered Professional Accountants Winnipeg, Manitoba February 12, 2020 170 Great-West Lifeco Inc. 2019 Annual Report Sources of Earnings The following is provided in accordance with the OSFI guideline requiring Sources of Earnings (SOE) disclosure. SOE is not an International Financial Reporting Standards (IFRS) measure. There is no standard SOE methodology. The calculation of SOE is dependent on and sensitive to the methodology, estimates and assumptions used. SOE identifies various sources of IFRS net earnings. It provides an analysis of the difference between actual net income and expected net income based on assumptions made at the beginning of the reporting period. The terminology used in the discussion of sources of earnings is described below: Expected Profit on In-Force Business This component represents the portion of the consolidated net income on business in-force at the start of the reporting period that was expected to be realized based on the achievement of the best-estimate assumptions. It includes releases of provisions for adverse deviations, expected net earnings on deposits, and expected net management fees. Impact of New Business This component represents the point-of-sale impact on net income of writing new business during the reporting period. This is the difference between the premium received and the sum of the expenses incurred as a result of the sale and the new liabilities established at the point of sale. Experience Gains and Losses This component represents gains and losses that are due to differences between the actual experience during the reporting period and the best-estimate assumptions at the start of the reporting period. Management Actions and Changes in Assumptions This component represents the impact on net income resulting from management actions, changes in actuarial assumptions or methodology, changes in margins for adverse deviations, and correction of errors. Other This component represents the amounts not included in any other line of the sources of earnings. Earnings on Surplus This component represents the earnings on the Company’s surplus funds. Great-West Lifeco’s sources of earnings are shown below for 2019 and 2018. Sources of Earnings (in Canadian $ millions) For the year ended December 31, 2019 Expected profit on in-force business Impact of new business Experience gains and losses Management actions and changes in assumptions Other Earnings on surplus Net earnings before tax Taxes Net earnings before non-controlling interests Non-controlling interests Net earnings – shareholders Preferred share dividends Shareholders net earnings Canada United States Europe Lifeco Corporate Total $ $ $ 1,230 29 226 (166) – 86 1,405 (240) 1,165 – 1,165 (114) 450 (137) 63 (15) (254) 41 148 (206) (58) (3) (61) – $ 1,290 – (177) 285 – 37 1,435 (24) 1,411 (2) 1,409 (19) (18) – (4) – – (5) (27) 6 (21) – (21) – $ 2,952 (108) 108 104 (254) 159 2,961 (464) 2,497 (5) 2,492 (133) Net earnings – common shareholders $ 1,051 $ (61) $ 1,390 $ (21) $ 2,359 Great-West Lifeco Inc. 2019 Annual Report 171 Sources of Earnings (cont’d) Sources of Earnings (in Canadian $ millions) For the year ended December 31, 2018 Expected profit on in-force business Impact of new business Experience gains and losses Management actions and changes in assumptions Other Earnings on surplus Net earnings before tax Taxes Net earnings before non-controlling interests Non-controlling interests Net earnings – shareholders Preferred share dividends Shareholders net earnings Canada United States Europe Lifeco Corporate Total $ $ 1,219 8 212 208 – 84 1,731 (342) 1,389 – 1,389 (114) 500 (129) (29) 56 (9) 66 455 (66) 389 (1) 388 – 388 $ $ 1,215 (74) (73) 453 (67) (68) 1,386 (56) 1,330 – 1,330 (19) (17) – (7) – – 8 (16) 3 (13) – (13) – $ 2,917 (195) 103 717 (76) 90 3,556 (461) 3,095 (1) 3,094 (133) $ 1,311 $ (13) $ 2,961 Net earnings – common shareholders $ 1,275 $ Analysis of Results Expected profit on in-force business is the major driver of earnings. The expected profit on in-force business of $2,952 in 2019 was $35 higher than 2018. The increase year-over-year is primarily a result of business growth in Europe. Business growth in the U.S. was more than offset by impact of the sale of the U.S. individual life insurance and annuity business. Growth in Canada Group Customer was offset by higher expenses and lower profitability in Individual Customer. The strain on new sales of $108 in 2019 was $87 lower than 2018 primarily due to a gain on a large longevity swap executed in Q4 2019 in Reinsurance, annuity sales and improved profitability in Group Customer Canada, and the sale of the U.S. individual life insurance and annuity business, partially offset by higher sales leading to higher non-deferrable acquisition costs in Empower. Experience gains of $108 in 2019 were $5 higher than 2018. The gains in 2019 were primarily a result of investment experience in Canada. These gains were partially offset by unfavourable expense/fee-based experience in Europe, morbidity results in Canada and Europe, and policyholder behaviour results in Canada and Europe. The gains in 2018 were primarily a result of investment experience in Canada and the U.S. and morbidity results in Canada and Europe. These gains were partially offset by unfavourable expense/fee-based experience and policyholder behaviour results in all regions. Management actions and changes in assumptions contributed $104 to pre-tax earnings in 2019 compared to $717 in 2018. In July 2019, the Canadian Actuarial Standards Board published revised standards for the valuation of insurance contract liabilities, with an effective date of October 15, 2019. The revised standards included decreases to ultimate reinvestment rates and revised calibration criteria for stochastic risk-free interest rates. These impacts are included in management actions and changes in assumptions. The assumption changes and management actions were $(166) in Canada, $(15) in the U.S. and $285 in Europe. In Canada, strengthening of policyholder behaviour and longevity assumptions were partially offset by favourable morbidity and economic assumptions changes, net of the impact of the new standards. In the U.S., strengthening of expense and tax, and mortality assumptions were offset by a partial settlement of an employee pension plan and favourable economic assumption updates, net of the impact of the new standards. In Europe, favourable updates to longevity and economic assumptions were partially offset by strengthening of expense and tax, and life mortality assumptions. Other of $(254) in 2019 is due to the sale of the U.S. individual life insurance and annuity business and restructuring costs at Putnam. Earnings on surplus of $159 in 2019 was $69 higher than 2018 primarily due to higher gains on seed capital in Putnam and Canada combined with higher investment income in Europe. In 2018, a gain arising from a debt refinancing in the U.S. occurred, which did not repeat. Taxes of $(206) in the U.S. in 2019 included the impact of the derecognition of deferred tax assets of $(199) related to Putnam. 172 Great-West Lifeco Inc. 2019 Annual Report Five-Year Summary (in Canadian $ millions except per share amounts) At December 31 2019 2018 2017 2016 2015 Total assets under administration $ 1,629,681 $ 1,398,873 $ 1,349,913 $ 1,248,239 $ 1,212,517 For the Year Ended December 31 Premiums and deposits: Net premium income (Life insurance, guaranteed annuities and insured health products) Self-funded premium equivalents (Administrative services only contracts) Segregated funds deposits: $ 24,510 3,295 $ 35,461 3,068 $ 33,902 2,827 $ 31,125 2,751 $ 24,501 2,625 Individual products Group products Proprietary mutual funds and institutional deposits Add back: U.S. Individual Life Insurance & Annuity Business – initial reinsurance ceded premiums Total premiums and deposits 16,947 7,738 84,259 13,889 16,668 7,807 76,258 17,037 7,848 61,490 13,512 7,846 62,232 12,983 8,609 56,257 – – – – $ 150,638 $ 139,262 $ 123,104 $ 117,466 $ 104,975 Condensed Statements of Earnings Income Total net premiums Net investment income Regular net investment income Changes in fair value through profit or loss Total net investment income Fee and other income Total income Benefits and expenses Paid or credited to policyholders Other Amortization of finite life intangible assets Restructuring expenses Loss on assets held for sale Earnings before income taxes Income taxes Net earnings before non-controlling interests Non-controlling interests Net earnings – shareholders Preferred share dividends Net earnings – common shareholders Earnings per common share Return on common shareholders’ equity Book value per common share Dividends to common shareholders – per share $ 24,510 $ 35,461 $ 33,902 $ 31,125 $ 24,501 6,161 6,946 13,107 7,081 44,698 33,091 8,451 224 52 – 2,880 373 2,507 15 2,492 133 $ 2,359 $ 2.494 11.7% $ 21.53 $ 1.652 $ $ $ $ 6,358 (3,606) 2,752 5,819 44,032 32,068 8,223 212 67 – 3,462 387 3,075 (19) 3,094 133 2,961 2.996 14.0% 22.08 1.556 6,141 1,466 7,607 5,608 47,117 35,643 8,115 168 259 202 2,730 422 2,308 30 2,278 129 2,149 2.173 10.9% 20.11 1.468 $ $ $ $ 6,252 3,903 10,155 5,101 46,381 34,675 8,114 177 63 – 3,352 396 2,956 192 2,764 123 2,641 2.668 13.8% 19.76 1.384 $ $ $ $ 6,271 (2,010) 4,261 5,058 33,820 22,842 7,326 146 35 – 3,471 460 3,011 123 2,888 126 2,762 2.774 14.7% 20.06 1.304 $ $ $ $ Great-West Lifeco Inc. 2019 Annual Report 173 Directors and Senior Officers As of February 13, 2020 Board of Directors R. Jeffrey Orr 3, 4, 5, 6 Chair of the Board, Lifeco President and Chief Executive Officer, Power Corporation of Canada Michael R. Amend 5, 6 President, Online, Lowe’s Companies, Inc. Deborah J. Barrett, CPA, CA, ICD.D 1, 5, 6 Corporate Director Heather E. Conway 5, 6 Corporate Director Marcel R. Coutu 3, 4, 5, 6 Corporate Director André Desmarais, O.C., O.Q. 3, 4, 5, 6 Deputy Chairman, Power Corporation of Canada Paul Desmarais, Jr., O.C., O.Q. 3, 4, 5, 6 Chairman, Power Corporation of Canada Gary A. Doer, O.M. 5 Senior Business Advisor, Dentons Canada LLP David G. Fuller 2, 5, 6 Corporate Director Claude Généreux 4, 5, 6 Executive Vice-President, Power Corporation of Canada J. David A. Jackson, LL.B. 3, 4, 5, 6 Senior Counsel, Blake, Cassels & Graydon LLP Elizabeth C. Lempres 1, 2, 5, 6 Corporate Director Paula B. Madoff 5, 6 Corporate Director Paul A. Mahon 5 President and Chief Executive Officer, Lifeco Susan J. McArthur 4, 5, 6 Corporate Director T. Timothy Ryan 3, 4, 5, 6 Corporate Director Senior Officers Paul A. Mahon President and Chief Executive Officer Arshil Jamal President and Group Head, Strategy, Investments, Reinsurance and Corporate Development David M. Harney President and Chief Operating Officer, Europe Jeffrey F. Macoun President and Chief Operating Officer, Canada Philip Armstrong Executive Vice-President and Global Chief Information Officer Graham R. Bird Executive Vice-President and Chief Risk Officer Sharon C. Geraghty Executive Vice-President and General Counsel Garry MacNicholas Executive Vice-President and Chief Financial Officer Edmund F. Murphy III President and Chief Executive Officer, Empower Retirement Grace M. Palombo Executive Vice-President and Chief Human Resources Officer Robert L. Reynolds Chair, Great-West Lifeco U.S. LLC President and Chief Executive Officer, Putnam Investments, LLC 174 Great-West Lifeco Inc. 2019 Annual Report Jerome J. Selitto 2, 5, 6 President, Better Mortgage Corporation James M. Singh, CPA, CMA, FCMA(UK) 1, 2, 5, 6 Executive Chairman, CSM Bakery Solutions Limited Gregory D. Tretiak, FCPA, FCA 5, 6 Executive Vice-President and Chief Financial Officer, Power Corporation of Canada Siim A. Vanaselja, FCPA, FCA 1, 5, 6 Corporate Director Brian E. Walsh 3, 4, 5, 6 Principal and Chief Strategist, Titan Advisors, LLC Committees 1. Audit Committee Chair: Siim A. Vanaselja 2. Conduct Review Committee Chair: James M. Singh 3. Governance and Nominating Committee Chair: R. Jeffrey Orr 4. Human Resources Committee Chair: Claude Généreux 5. Investment Committee Chair: Paula B. Madoff 6. Risk Committee Chair: Gregory D. Tretiak Nancy D. Russell Senior Vice-President and Chief Internal Auditor Anne C. Sonnen Senior Vice-President and Chief Compliance Officer Raman Srivastava Executive Vice-President and Global Chief Investment Officer Dervla M. Tomlin Executive Vice-President and Chief Actuary Jeremy W. Trickett Senior Vice-President, Corporate Secretary and Chief Governance Officer Shareholder Information Registered Office 100 Osborne Street North Winnipeg, Manitoba, Canada R3C 1V3 Phone: 204-946-1190 Website: greatwestlifeco.com Stock Exchange Listings Great-West Lifeco Inc. trades on the Toronto Stock Exchange (TSX) under the ticker symbol GWO. The following shares are listed on the Toronto Stock Exchange: Common Shares (GWO); Non-Cumulative First Preferred Shares Series F (GWO.PR.F), Series G (GWO.PR.G), Series H (GWO.PR.H), Series I (GWO.PR.I), Series L (GWO.PR.L), Series M (GWO.PR.M), Series N (GWO.PR.N), Series O (GWO.PR.O),Series P (GWO.PR.P), Series Q (GWO.PR.Q), Series R (GWO.PR.R), Series S (GWO.PR.S) and Series T (GWO.PR.T). Shareholder Services For information or assistance regarding your registered share account, including dividends, changes of address or ownership, share certificates, direct registration, to eliminate duplicate mailings or to receive shareholder material electronically, please contact our transfer agent in Canada, the United States, United Kingdom or in Ireland directly. If you hold your shares through a broker, please contact your broker directly. Transfer Agent and Registrar The transfer agent and registrar of Great-West Lifeco Inc. is Computershare Investor Services Inc. In Canada, the Common Shares and Non-Cumulative First Preferred Shares, Series F are transferable at the following locations: Canadian Offices Computershare Investor Services Inc. Phone: 1-888-284-9137 (toll free in Canada and the United States), 514-982-9557 (direct dial) 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 600, 530 8th Avenue S.W., Calgary, Alberta T2P 3S8 1500 Robert-Bourassa Boulevard, 7th Floor, Montréal, Québec H3A 3S8 2nd Floor, 510 Burrard Street, Vancouver, British Columbia V6C 3B9 The Non-Cumulative First Preferred Shares, Series G, H, I, L, M, N, O, P, Q, R, S and T are only transferable at the Toronto office of Computershare Investor Services Inc. Internationally, the Common Shares and Non-Cumulative First Preferred Shares, Series F are also transferable at the following locations: United States Offices Computershare Trust Company, N.A. Phone: 1-888-284-9137 (toll free in Canada and the United States) 250 Royall Street, Canton MA 02021 480 Washington Boulevard, Jersey City NJ 07310 462 South 4th Street, Louisville KY 40202 United Kingdom Office Computershare Investor Services PLC Phone: 0370 702 0003 The Pavilions, Bridgwater Road, Bristol BS99 6ZZ Ireland Office Computershare Investor Services (Ireland) Limited Phone: 216 3100 Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 Shareholders wishing to contact the transfer agent by email can do so at GWO@computershare.com. Great-West Lifeco Inc. 2019 Annual Report 175 Shareholder Information (cont’d) Dividends Common Shares and First Preferred Shares Series F, G, H, I, L, M, N, O, P, Q, R, S and T – Dividend record dates are usually between the 1st and 3rd of March, June, September and December. Dividends are usually paid the last business day of each quarter. Investor Information Financial analysts, portfolio managers and other investors requiring information may contact Investor Relations by calling 416-552-3208 or emailing investorrelations@canadalife.com. Financial information may also be accessed at greatwestlifeco.com. For copies of our annual or quarterly reports, visit greatwestlifeco.com or contact the Corporate Secretary’s Office at corporate.secretary@canadalife.com. Common Share Investment Data 2019 2018 2017 2016 2015 1 Ratio based on IFRS net earnings 2 Dividends as a percent of average high and low market price for the reporting period Market price per common share ($) High 34.38 35.51 37.74 37.03 37.52 Low 27.59 27.10 33.32 31.01 31.31 Close 33.26 28.18 35.10 35.17 34.53 Dividends paid ($) Dividend payout ratio 1, 2 Dividend yield 2 1.652 1.556 1.468 1.384 1.304 66.2% 51.9% 67.6% 51.9% 47.0% 5.3% 5.0% 4.1% 4.1% 3.8% Trademarks contained in this report are owned by Great-West Lifeco Inc. or a member of the Power Corporation group of companies. Trademarks not owned by Great-West Lifeco Inc. are used with permission. 176 Great-West Lifeco Inc. 2019 Annual Report GREAT-WEST LIFECO ORGANIZATIONAL CHART Power Corporation of Canada Great-West Lifeco Inc. 70.92% ownership The Canada Life Assurance Company Great-West Lifeco Inc. U.S. LLC GLC Asset Management Group Ltd. Quadrus Investment Services Ltd. Great-West Life & Annuity Insurance Company Putnam Investments, LLC Financial Horizons Group Inc. Canada Life Limited GWL Realty Advisors Inc. Irish Life Assurance p.l.c. London Reinsurance Group Inc. The organizational chart shows the corporate relationships between Great-West Lifeco and certain of its subsidiaries as of January 1, 2020. Great-West Lifeco beneficially owns, directly or indirectly, 100% of the voting securities of each such subsidiary. Power Corporation of Canada indirectly controlled 70.92% of the outstanding common shares of Great-West Lifeco, representing approximately 65% of the voting rights attached to all of the outstanding voting shares of Great-West Lifeco as of January 1, 2020. Advised Assets Group, LLC Empower Retirement, LLC Great-West Capital Management, LLC Great-West Financial Retirement Plan Services, LLC Great-West Life & Annuity Insurance Company of New York Great-West Life Trust Company, LLC GWFS Equities, Inc. 100 Osborne Street North Winnipeg Manitoba Canada R3C 1V3 greatwestlifeco.com E987(19LIFECO)-3/20 A member of the Power Corporation Group of Companies® 

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