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					GREATWEST LIFECO INC.
PART C




MANAGEMENT’S DISCUSSION AND ANALYSIS
PAGE C 



FINANCIAL STATEMENTS AND NOTES
PAGE C 



MARCH , 




                                                                                                          GREAT-WEST LIFECO INC.
Please note that the bottom of each page in Part C contains two different page numbers. A page
number with the prefix “C” refers to the number of such page in this document and the page
number without any prefix refers to the number of such page in the original document issued by
Great-West Lifeco Inc.




The attached documents concerning Great-West Lifeco Inc. are documents prepared and publicly
disclosed by such subsidiary. Certain statements in the attached documents, other than statements
of historical fact, are forward-looking statements based on certain assumptions and reflect the
current expectations of the subsidiary as set forth therein. Forward-looking statements are provided
for the purposes of assisting the reader in understanding the subsidiary’s financial position and
results of operations as at and for the periods ended on certain dates and to present information
about the subsidiary’s management’s current expectations and plans relating to the future and the
reader is cautioned that such statements may not be appropriate for other purposes.

By its nature, forward-looking information is subject to inherent risks and uncertainties that may
be general or specific and which give rise to the possibility that expectations, forecasts, predictions,
projections or conclusions will not prove to be accurate, that assumptions may not be correct and
that objectives, strategic goals and priorities will not be achieved.

For further information provided by the subsidiary as to the material factors that could cause actual
results to differ materially from the content of forward-looking statements and the material factors
and assumptions that were applied in making the forward-looking statements, please see the
attached documents, including the section entitled Cautionary Note Regarding Forward-Looking
Information. The reader is cautioned to consider these factors and assumptions carefully and not
to put undue reliance on forward-looking statements.




P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0          C 1
                                                                                                                                                Management's Discussion and Analysis




                                                  MANAGEMENT’S DISCUSSION AND ANALYSIS
                                                               For the period ended March 31, 2010

                                                                               Dated: May 6, 2010

                         The Management’s Discussion and Analysis (MD&A) presents management’s view of the financial condition, results
                         of operations and cash flows of Great-West Lifeco Inc. (Lifeco or the Company) for the three months ended March
                         31, 2010 compared with the same period in 2009 and the three months ended December 31, 2009. The MD&A
                         provides an overall discussion, followed by analysis of the performance of its three major reportable segments:
                         Canada, United States and Europe.

                         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 Canadian generally accepted accounting principles (GAAP) and are presented in
                         millions of Canadian dollars unless otherwise indicated. The MD&A should be read in conjunction with the annual
                         MD&A and consolidated financial statements in the Company’s 2009 Annual Report to Shareholders.

                         CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION
                         This report contains some forward-looking statements about the Company, including its business operations, strategy and
GREAT-WEST LIFECO INC.




                         expected financial performance and condition. Forward-looking statements include 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” or negative versions thereof and similar expressions. In addition, any statement that may be made
                         concerning future financial performance (including revenues, earnings or growth rates), ongoing business strategies or
                         prospects, and possible future action by the Company, including statements made by the Company with respect to the expected
                         benefits of acquisitions or divestitures, are also forward-looking statements. Forward-looking statements are based on current
                         expectations and projections about future events 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 actual events and results could differ materially
                         from those expressed or implied by forward-looking statements made by the Company due to, but not limited to, important
                         factors such as sales levels, premium income, fee income, expense levels, mortality experience, morbidity experience, policy
                         lapse rates and taxes, as well as general economic, political and market factors in North America and internationally, interest
                         and foreign exchange rates, global equity and capital markets, business competition, technological change, changes in
                         government regulations, unexpected judicial or regulatory proceedings, catastrophic events, and the Company's ability to
                         complete strategic transactions and integrate acquisitions. The reader is cautioned that the foregoing list of important factors is
                         not exhaustive, and there may be other factors, including factors set out under “Risk Management and Control Practices” in the
                         Company’s 2009 Annual MD&A, and any listed in other filings with securities regulators, which are available for review at
                         www.sedar.com. The reader is also cautioned to consider these and other factors carefully and to not place undue reliance on
                         forward-looking statements. Other than as specifically required by applicable law, the Company has no intention to update any
                         forward-looking statements whether as a result of new information, future events or otherwise.

                         CAUTIONARY NOTE REGARDING NON-GAAP FINANCIAL MEASURES
                         This report contains some non-GAAP financial measures. Terms by which non-GAAP financial measures are identified include,
                         but are not limited to, “earnings before restructuring charges”, “adjusted net income”, “adjusted net income from continuing
                         operations”, “net income – adjusted”, “earnings before adjustments”, “constant currency basis”, “premiums and deposits”,
                         “sales”, and other similar expressions. Non-GAAP financial measures are used to provide management and investors with
                         additional measures of performance. However, non-GAAP financial measures do not have standard meanings prescribed by
                         GAAP and are not directly comparable to similar measures used by other companies. Refer to the appropriate reconciliations of
                         these non-GAAP financial measures to measures prescribed by GAAP.




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                              C 2                                     P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                          Management's Discussion and Analysis




CONSOLIDATED OPERATING RESULTS
Selected consolidated financial information
(in $ millions, except per share amounts)                                                                            As at or for the three months ended
                                                                                                                     March 31       Dec. 31      March 31
                                                                                                                      2010            2009         2009
Premiums and deposits:
  Life insurance, guaranteed annuities and insured health products                                               $       4,610   $     4,324   $     4,709
  Self-funded premium equivalents (ASO contracts)                                                                          645           632           618
Segregated funds deposits:
  Individual products                                                                                                    1,790         2,036         1,258
  Group products                                                                                                         1,730         1,626         2,696
Proprietary mutual funds and institutional deposits                                                                      6,191         6,042         5,280
Total premiums and deposits                                                                                             14,966        14,660        14,561
Fee and other income                                                                                                       736           765           680
Paid or credited to policyholders                                                                                        6,571         4,283         3,366
Net income - common shareholders                                                                                           441           443           326
Per common share
Basic earnings                                                                                                   $       0.466   $     0.468   $     0.345
Dividends paid                                                                                                          0.3075        0.3075        0.3075
Book value                                                                                                               11.88         12.17         12.68
Return on common shareholders' equity (12 months)
Net income                                                                                                                15.0%        13.8%          9.3%




                                                                                                                                                                 GREAT-WEST LIFECO INC.
Total assets                                                                                                     $      126,842 $    128,369 $     129,596
Segregated funds net assets                                                                                              87,349       87,495        76,903
Proprietary mutual funds and institutional net assets                                                                   123,665      123,504       126,377
Total assets under management                                                                                           337,856      339,368       332,876
Other assets under administration                                                                                       125,329      119,207       103,816
Total assets under administration                                                                                $      463,185 $    458,575 $     436,692
Share capital and surplus                                                                                        $      12,907   $    13,003   $    13,299


2010 Developments
Equity markets rose and interest rates fell in the various economies in which the Company operates during the first
quarter of 2010.

The index levels for the S&P TSX, S&P 500 and the FTSE 100 increased 2.5%, 4.9% and 4.9% respectively,
during the first quarter of 2010. Average levels for these indices were, respectively, 2.5%, 3.2% and 3.7% higher
than averages for the fourth quarter of 2009, and 37%, 39% and 35% higher than for the first quarter of 2009.

Assets under management increased as equity markets rose which increased fee income and reduced the amount
of actuarial liabilities held opposite segregated fund guarantees.

In Canada, short-term government bond yields rose and long-term yields held relatively constant during the first
quarter of 2010 while credit spreads held relatively steady. In the United States and the United Kingdom, short-
term government bond yields fell and long-term yields rose while credit spreads narrowed. The lower level of
interest rates also contributed to the increase in assets under management and to a general increase in the fair
value of bonds in the quarter.

The strengthening of the Canadian dollar against the US dollar, British pound and the euro in the quarter, had a
negative effect on net income in translating foreign currency denominated operating results as compared to the




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                             P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                 C 3
                                                                                                                                            Management's Discussion and Analysis




                         fourth quarter of 2009 and even more so as compared to the first quarter last year. The strengthening of the
                         Canadian dollar also caused a reduction of the Company’s surplus account and book value per share.

                         NET INCOME
                         Consolidated net income of Lifeco includes the net income of The Great-West Life Assurance Company (Great-
                         West Life) and its operating subsidiaries London Life Insurance Company (London Life) and The Canada Life
                         Assurance Company (Canada Life), Great-West Life & Annuity Insurance Company (GWL&A), and Putnam
                         Investments, LLC (Putnam), together with Lifeco’s corporate results.

                         Lifeco's net income attributable to common shareholders for the three month period ended March 31, 2010 was
                         $441 million compared to $326 million reported a year ago. On a per share basis, this represents $0.466 per
                         common share ($0.465 diluted) for the first quarter of 2010 compared to $0.345 per common share ($0.345 diluted)
                         a year ago.

                         In 2010 the strengthening of the Canadian dollar against the US dollar, the British pound and the euro had a
                         negative impact on Lifeco’s net income of $14 million in the United States segment and $17 million in the Europe
                         segment, compared to the same period last year.

                         Return on common shareholders’ equity (ROE) improved from December 31, 2009 due mainly to higher net
                         income. The Company achieved a 15% ROE, consistent with its long-term objective. The first quarter 2009
                         results, which were negatively impacted by the global financial crisis, are no longer included in the trailing twelve
                         month ROE calculation.
GREAT-WEST LIFECO INC.




                         Net income - common shareholders
                                                                                                                                        For the three months ended
                                                                                                                                    March 31       Dec. 31    March 31
                                                                                                                                     2010           2009        2009
                         Canada
                           Individual Insurance & Investment Products                                                           $             159 $          139    $   127
                           Group Insurance                                                                                                     92             94         93
                           Canada Corporate                                                                                                   (18)            13        (12)
                                                                                                                                              233            246        208
                         United States
                           Financial Services                                                                                                   82            78          86
                           Asset Management                                                                                                    (15)          (37)        (11)
                           U.S. Corporate                                                                                                        1            (5)          -
                                                                                                                                                68            36          75
                         Europe
                           Insurance & Annuities                                                                                              101            124          30
                           Reinsurance                                                                                                         41             43          21
                           Europe Corporate                                                                                                    (2)            (2)         (3)
                                                                                                                                              140            165          48
                         Lifeco Corporate                                                                                                          -          (4)         (5)
                         Net income                                                                                             $             441       $    443    $   326


                         The information in the table is a summary of results for net income for the Company. A detailed discussion
                         regarding net income can be found in Segmented Operating Results.




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                             C 4                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                           Management's Discussion and Analysis




PREMIUMS AND DEPOSITS AND SALES
Premiums and deposits includes premiums on risk-based insurance and annuity products, premium equivalents on
self-funded group insurance administrative services only contracts, deposits on individual and group segregated
fund products and deposits on proprietary mutual funds and institutional accounts.

Sales include 100% of single premium and annualized recurring premium on risk-based and annuity products,
deposits on individual and group segregated fund products, deposits on proprietary mutual funds and institutional
accounts and deposits on non-proprietary mutual funds.

Premiums and deposits                                                                                                      For the three months ended
                                                                                                                       March 31       Dec. 31    March 31
                                                                                                                        2010           2009        2009
Canada
 Individual Insurance & Investment Products                                                                       $        3,134   $    2,914   $     2,610
 Group Insurance                                                                                                           1,718        1,671         1,655
                                                                                                                           4,852        4,585         4,265
United States
 Financial Services                                                                                                        1,755        1,875         2,859
 Asset Management                                                                                                          6,001        5,902         5,123
                                                                                                                           7,756        7,777         7,982
Europe
 Insurance & Annuities                                                                                                     1,490        1,391         1,163




                                                                                                                                                                  GREAT-WEST LIFECO INC.
 Reinsurance                                                                                                                 868          907         1,151
                                                                                                                           2,358        2,298         2,314
Total                                                                                                             $       14,966   $   14,660   $    14,561

Sales                                                                                                                   For the three months ended
                                                                                                                    March 31       Dec. 31    March 31
                                                                                                                     2010           2009        2009
  Canada                                                                                                          $     2,674 $       2,421 $      1,785
  United States                                                                                                        11,620         9,489        8,174
  Europe                                                                                                                1,090            990         795
Total                                                                                                             $    15,384 $      12,900 $    10,754


The information in the table is a summary of results for premiums and deposits and sales for the Company. A
detailed discussion regarding premiums and deposits and sales can be found in Segmented Operating Results.




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                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                   C 5
                                                                                                                                               Management's Discussion and Analysis




                         NET INVESTMENT INCOME

                         Net investment income
                                                                                                                                        For the three months ended
                                                                                                                                    March 31       Dec. 31    March 31
                                                                                                                                     2010           2009        2009
                         Investment income earned                                                                                 $     1,412 $       1,448 $      1,458
                         Amortization of net realized and unrealized
                           gains/(losses) on real estate investments                                                                             2                  1             (4)
                         (Provision)/recovery of credit losses on loans and receivables                                                          -                 (2)           (19)
                         Other net realized gains/(losses)                                                                                      25                 30             92
                         Regular investment income                                                                                           1,439              1,477          1,527
                         Investment expenses                                                                                                   (17)               (16)           (16)
                         Regular net investment income                                                                                       1,422              1,461          1,511
                         Changes in fair value of held for trading assets                                                                    1,502               (549)        (1,967)
                         Net investment income                                                                                    $          2,924 $              912 $         (456)


                         Net investment income in 2010 increased by $3,380 million compared to the same period last year. The year-over-
                         year increase is primarily due to the increase in fair value of held for trading assets of $1,502 million resulting from
                         a decrease in government bond yields and credit spreads in 2010 compared to a decrease in fair value of held for
                         trading assets of $1,967 million in 2009. Regular net investment income decreased $89 million primarily as a result
                         of currency movement and the $60 million pre-tax gain on sale of Putnam’s indirect equity investment in Union
GREAT-WEST LIFECO INC.




                         Panagora Asset Management GmbH (Union Panagora) recorded in 2009.

                         The increase in net investment income in the first quarter of 2010 compared to the fourth quarter of 2009 is
                         primarily due to the change in fair value of held for trading assets, a $1,502 million increase in the first quarter of
                         2010 compared to a decrease of $549 million in the fourth quarter of 2009.

                         Credit markets impact on common shareholders' net income (after-tax)
                                                                                                                                           For the three months
                                                                                                                                           ended March 31, 2010
                                                                                                                                                Charges for
                                                                                                                                                    future
                                                                                                                                 Impairment credit losses
                                                                                                                                  (charges)/    in actuarial
                                                                                                                                  recoveries      liabilities     Total
                         Canada                                                                                                   $        2     $           -  $        2
                         United States                                                                                                    (4)               (3)         (7)
                         Europe                                                                                                           11               16           27
                         Total                                                                                                    $        9     $         13   $       22

                         Per common share                                                                                                                                 $    0.023


                         Investment impairment charges
                         Total Company investment impairment charges, on a pre-tax basis, were $48 million for the three months ended
                         March 31, 2010 which resulted from $81 million of new impairments in the quarter offset by recoveries of $33
                         million on previously impaired assets. The impact of these charges on net income was reduced by a release of $29
                         million of asset default provisions that were held in actuarial liabilities specific to these investments. In certain
                         circumstances impairment charges may result in lower interest rate credits on policyholder funds through pass-




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                             C 6                                     P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                                Management's Discussion and Analysis




through provisions. As a result of pass-through provisions and other actuarial offsets, the impact on net income
was further reduced by $30 million.

Net impairment impact for the three months ended March 31, 2010 attributable to common shareholders was a
recovery of $11 million pre-tax and $9 million after tax.

Charges for future credit losses in actuarial liabilities
The increase in provisions for future credit losses relating to in period credit rating downgrades negatively impacted
pre-tax earnings attributable to common shareholders by $13 million. This was offset by a reduction of $28 million
pre-tax of actuarial credit default provisions that had previously been established pending the outcome of rating
reviews initiated in 2009 by Moody’s Investors Services and Fitch Ratings. The net result for the quarter positively
impacted common shareholder earnings of $15 million pre-tax and $13 million after tax.

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, and 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
                                                                                                                             March 31       Dec. 31    March 31
                                                                                                                              2010           2009        2009




                                                                                                                                                                       GREAT-WEST LIFECO INC.
Canada
  Segregated funds, mutual funds and other                                                                               $         220   $       214   $       187
  ASO contracts                                                                                                                     36            35            35
                                                                                                                                   256           249           222
United States
  Segregated funds, mutual funds and other                                                                                         317           358           283
  ASO contracts                                                                                                                      -             -             -
                                                                                                                                   317           358           283
Europe
  Segregated funds, mutual funds and other                                                                                         163           158           175
  ASO contracts                                                                                                                      -             -             -
                                                                                                                                   163           158           175
                                                                                                                         $         736   $       765   $       680


The information in the table is a summary of results for fee and other income for the Company. A detailed
discussion regarding fee and other income can be found in Segmented Operating Results.

For the three months ended March 31, 2010, the increase in average equity market levels positively impacted fee
and other income by $19 million in Canada, $29 million in the United States and $4 million in Europe compared to
the three months ended March 31, 2009. Fee and other income decreased compared with the previous quarter,
primarily due to higher performance fees earned in the United States in the fourth quarter of 2009.




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                              P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                      C 7
                                                                                                                                                Management's Discussion and Analysis




                         PAID OR CREDITED TO POLICYHOLDERS
                         Amounts paid or credited to policyholders include changes in policy liabilities, claims, surrenders, annuity and
                         maturity payments, segregated funds guarantee payments and dividend and experience refund payments for risk-
                         based products. The change in policy liabilities includes adjustments to actuarial liabilities for changes in fair value
                         of certain invested assets backing those actuarial liabilities and changes in the provision for future credit losses in
                         actuarial liabilities. These amounts do not include benefit payment amounts for ASO contracts or redemptions of
                         segregated funds and mutual funds.

                         Consolidated amounts paid or credited to policyholders in 2010 were $6.6 billion, an increase of $997 million in
                         Canada, $346 million in the United States and $1.9 billion in Europe compared to the first quarter of 2009. The
                         increase is primarily due to an increase in fair value of invested assets backing actuarial liabilities and business
                         growth, partly offset by currency movement in the United States and Europe.

                         Compared to the fourth quarter of 2009, amounts paid or credited to policyholders increased $2.3 billion primarily
                         due to an increase in the fair value of invested assets backing actuarial liabilities and business growth.

                         CONSOLIDATED FINANCIAL POSITION

                         ASSETS
                         Consolidated total assets under administration
                                                                                                                                March 31, 2010
                                                                                                                            United
GREAT-WEST LIFECO INC.




                                                                                             Canada                         States          Europe                          Total
                         Assets
                            Invested assets                                              $       49,338                 $       24,597                 $         27,910   $ 101,845
                            Goodwill and intangible assets                                        5,090                          1,778                            1,703       8,571
                            Other assets                                                          2,590                          2,572                           11,264      16,426
                         Total assets                                                            57,018                         28,947                           40,877     126,842
                         Segregated funds net assets                                             46,135                         19,547                           21,667      87,349
                         Proprietary mutual funds and institutional
                            net assets                                                       2,943                        120,722                                     -     123,665
                         Total assets under management                                     106,096                        169,216                                62,544     337,856
                         Other assets under administration                                  11,010                        114,217                                   102     125,329
                         Total assets under administration                               $ 117,106                      $ 283,433                      $         62,646   $ 463,185

                                                                                                                              December 31, 2009
                                                                                                                            United
                                                                                             Canada                         States          Europe                          Total
                         Assets
                            Invested assets                                              $       48,585                 $       24,762                 $         29,409   $ 102,756
                            Goodwill and intangible assets                                        5,093                          1,830                            1,721       8,644
                            Other assets                                                          2,180                          2,670                           12,119      16,969
                         Total assets                                                            55,858                         29,262                           43,249     128,369
                         Segregated funds net assets                                             45,005                         19,690                           22,800      87,495
                         Proprietary mutual funds and institutional
                            net assets                                                       2,811                        120,693                                     -     123,504
                         Total assets under management                                     103,674                        169,645                                66,049     339,368
                         Other assets under administration                                  10,905                        108,192                                   110     119,207
                         Total assets under administration                               $ 114,579                      $ 277,837                      $         66,159   $ 458,575




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                             C 8                                      P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                                      Management's Discussion and Analysis




Total assets under administration at March 31, 2010 increased $4.6 billion from December 31, 2009. Invested
assets decreased by approximately $911 million due mainly to the strengthening of the Canadian dollar, partly
offset by an increase in fair value. Segregated funds, mutual funds, institutional net assets and other assets under
administration increased by approximately $6.1 billion from December 31, 2009 mainly due to an increase in
market values partly offset by net asset redemptions and the strengthening of the Canadian dollar.

Goodwill and intangible assets decreased by approximately $73 million due to the strengthening of the Canadian
dollar and amortization of finite life intangible assets.

Impaired investments
                                                                         March 31, 2010                                                     December 31, 2009
                                                                          Other than                                                           Other than
                                                                   Gross   temporary Carrying                                          Gross    temporary   Carrying
                                                                  amount Impairment amount                                            amount Impairment     amount
Impaired investments by type (1)
Held for trading                                                $         599        $         (292) $               307           $       527     $       (282) $    245
Available for sale                                                         57                   (38)                  19                    55              (36)       19
Loans and receivables                                                     169                   (93)                  76                   151              (81)       70
Total                                                           $         825        $         (423) $               402           $       733     $       (399) $    334
(1) Includes impaired amounts on certain funds held by ceding insurers.




                                                                                                                                                                              GREAT-WEST LIFECO INC.
The gross amount of impaired investments totaled $825 million or 0.82% of portfolio investments (including certain
assets reported as funds held by ceding insurers) at March 31, 2010 compared with $733 million or 0.72% at
December 31, 2009. The $92 million increase in the gross amount of impaired investments resulted from an in
quarter impairment of $169 million of bonds that were subject to credit guarantees provided by Ambac Financial
Group, Inc. (Ambac), offset by $46 million of sales and redemption activity and currency movement of $31 million.

Impairment provisions at March 31, 2010 were $423 million compared to $399 million at December 31, 2009, an
increase of $24 million. The increase includes gross investment impairment charges of $81 million related to
Ambac insured bonds, offset by positive mark-to-market revaluation of $33 million on previously impaired items. In
period disposals and currency movement further reduced impairment provisions by $24 million.

On March 25, 2010, Ambac was directed by the Office of the Commissioner of Insurance of the State of Wisconsin
to suspend payments for certain guarantees including residential mortgage-backed securities. As a result, Ambac
insured bonds held by the Company, where losses are expected, have been determined to be impaired. Principal
and interest payments continue to be received on these bonds.

Performing securities subject to deferred coupons
The Company holds certain securities issued by Lloyds Banking Group (Lloyds) and Bank of Ireland that provide for
the payment of coupons on a cumulative basis, and where the issuer has deferred the payment of those coupons.

Performing securities subject to deferred coupons
                                                                                                                                              Accrued
                                                                   Gross                Unrealized                      Carrying              income           Deferral
Cumulative                                                        amount               gains(losses)                    amount                deferred          period
Lloyds Banking Group                                          $            113           $             (22)         $            91       $            4       2010 to 2012
Bank of Ireland                                                              7                          (2)                       5                    1       2010 to 2012
                                                              $            120           $             (24)         $            96       $            5




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                                      P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                       C 9
                                                                                                                                            Management's Discussion and Analysis




                         Unrealized mark-to-market losses
                         At March 31, 2010, gross unrealized bond losses totaled $2,088 million ($3,054 million at December 31, 2009), of
                         which $1,979 million are held for trading bonds, held primarily in support of actuarial liabilities. The changes in the
                         fair value of these held for trading bonds, excluding investment impairment charges, have been offset by a
                         corresponding change in the value of the actuarial liabilities on the basis of management’s assessment that the
                         Company will ultimately receive all contractual cash flows on these bonds.

                         Provision for future credit losses
                         At March 31, 2010, the total provision for future credit losses in actuarial liabilities was $2,316 million compared to
                         $2,467 million at December 31, 2009, a decrease of $151 million.

                         The $151 million decrease in the provision includes a $28 million release in connection with investments that have
                         been determined to be impaired, a $12 million net decrease relating to in period credit rating activity and a $111
                         million decrease mainly due to the impact of the strengthening of the Canadian dollar.

                         The aggregate of impairment provisions of $423 million ($399 million at December 31, 2009) and $2,316 million
                         ($2,467 million at December 31, 2009) provision for future credit losses in actuarial liabilities represents 3.0% of
                         bond and mortgage assets at March 31, 2010 (3.1% at December 31, 2009).

                         LIABILITIES
                         Total liabilities have decreased from $112.3 billion at December 31, 2009 to $111.0 billion at March 31, 2010.
                         Policy liabilities decreased by $1.3 billion primarily due to the strengthening of the Canadian dollar, partly offset by
                         an increase in the fair value of invested assets backing actuarial liabilities.
GREAT-WEST LIFECO INC.




                         Guarantees associated with investment products
                         The Company offers retail segregated fund products, unitized with profits products and variable annuity products
                         that provide for certain guarantees that are tied to the market values of the investment funds to which policyholders
                         have directed deposits made under their policies.

                         The guaranteed minimum withdrawal benefits (GMWB) products offered by the Company offer levels of death and
                         maturity guarantees. At March 31, 2010, the amount of GMWB product in-force in Canada and Germany was $230
                         million ($119 million at December 31, 2009). Through its hedging program, the Company, at March 31, 2010, had
                         entered into index futures with an aggregate notional amount of $11 million ($5 million at December 31, 2009) to
                         mitigate equity market risk, interest rate swaps with an aggregate notional amount of $46 million ($19 million at
                         December 31, 2009) to mitigate interest rate risk, and foreign currency forward contracts with an aggregate notional
                         amount of $6 million ($3 million at December 31, 2009) to mitigate foreign currency translation risk.




                                                                                                12


                             C 10                                 P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                              Management's Discussion and Analysis




Segregated funds guarantee exposure
                                                                                                                            March 31, 2010
                                                                                                                              Deficiency by benefit type
                                                                                    Market value                           Death       Maturity       Income
Canada
 Great-West Life/London Life/Canada Life                                               $ 21,779                        $      337     $      41     $          -
 London Reinsurance Group Inc.                                                               89                                 -            25                -
 Sub-total                                                                               21,868                               337            66                -
United States
 GWL&A                                                                                        8,677                           144              -            -
 London Reinsurance Group Inc.                                                                1,157                            50              -          357
 Sub-total                                                                                    9,834                           194              -          357
Europe                                                                                        1,854                             92             -               -
Total                                                                                 $ 33,556                     $          623     $      66     $     357


At March 31, 2010, the excess of policyholder guaranteed minimum death benefits (GMDB) over the market value
of the policyholder funds was $623 million. This should be interpreted to mean that if all of the policyholders with in-
the-money guaranteed minimum death benefits had died on March 31, 2010, the Company would have been
obligated to pay death benefits of approximately $34.2 billion, or $623 million ($760 million at December 31, 2009)
in excess of the market value of the policyholder’s funds on that date. If markets were to remain at March 31, 2010
levels, the GMDB related payments over the next twelve months are estimated to be $10 million ($10 million at




                                                                                                                                                                     GREAT-WEST LIFECO INC.
December 31, 2009).

For purposes of determining required capital for guarantees a Total Gross Calculated Requirement (TGCR) is
determined. TGCR was nil at March 31, 2010 ($37 million at December 31, 2009).

On April 1, 2010, the Company introduced a GMWB product in the 401(k) market in the United States. The risks
associated with this product are similar to those of the GMWB products introduced in Canada and Germany in
2009. The Company manages these risks through prudent product design and limiting the selection of available
funds. The Company intends to hedge its exposure to the guarantees associated with these new products.

NON-CONTROLLING INTERESTS
Non-controlling interests include participating account surplus in subsidiaries and preferred shares issued by
subsidiaries to third parties.

SHARE CAPITAL AND SURPLUS
During the three months ended March 31, 2010, no common shares were purchased for cancellation pursuant to
the Company’s Normal Course Issuer Bid. Under the Company’s Stock Option Plan, 2,369,420 shares were issued
for a total value of $31 million or $13.13 per share.

On March 4, 2010 the Company issued 6,000,000 5.80% Non-Cumulative First Preferred Shares, Series M, which
are perpetual in nature, with an aggregate stated value of $150 million.

On March 31, 2010 the Company redeemed all of the 7,938,500 4.70% Non-Cumulative First Preferred Shares,
Series D for $25.25 per share. As a result, the Company no longer has any outstanding preferred shares classified
as liabilities.




                                                                                 13



                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                     C 11
                                                                                                                                             Management's Discussion and Analysis




                         During the three months ended March 31, 2010, the Company paid dividends of $0.3075 per common share for a
                         total of $291 million and perpetual preferred share dividends of $20 million.

                         Unrealized foreign exchange losses on translation of the net investment in foreign operations decreased surplus by
                         $479 million since December 31, 2009.

                         LIQUIDITY      AND    CAPITAL MANAGEMENT                          AND         ADEQUACY
                         LIQUIDITY
                         The Company’s liquidity requirements are largely self-funded, with short term obligations being met by generating
                         internal funds and maintaining adequate levels of liquid investments. At March 31, 2010, Lifeco held cash and
                         government short term investments of $4.5 billion ($5.7 billion at December 31, 2009). This includes approximately
                         $0.9 billion ($1.0 billion at December 31, 2009) held directly at the holding company level and other marketable
                         securities. In addition, Lifeco and its operating subsidiaries held government bonds of $19.0 billion ($17.9 billion at
                         December 31, 2009.

                         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 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
GREAT-WEST LIFECO INC.




                         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.

                         CASH FLOWS

                         Cash flows
                                                                                                                                                              For the three months
                                                                                                                                                                ended March 31
                                                                                                                                                               2010          2009
                         Cash flows relating to the following activities:
                         Operations                                                                                                                           $   1,197    $     755
                         Financing                                                                                                                                 (216)        (209)
                         Investment                                                                                                                                (935)        (444)
                                                                                                                                                                     46          102
                         Effects of changes in exchange rates on cash and cash equivalents                                                                         (236)          27
                         Increase (decrease) in cash and cash equivalents in the period                                                                            (190)         129
                         Cash and cash equivalents, beginning of period                                                                                           3,427        2,850
                         Cash and cash equivalents, end of period                                                                                             $   3,237    $   2,979


                         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. In general, 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. Financing activities
                         include the issuance and repayment of capital instruments, and associated dividends and interest payments.

                         In the quarter, cash and cash equivalents decreased by $190 million from December 31, 2009. Cash flows
                         provided by operations during the first quarter of 2010 increased by $442 million compared to the first quarter of
                         2009. For the three months ended March 31, 2010, cash flows were used by the Company to acquire an additional



                                                                                                 14


                             C 12                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                       Management's Discussion and Analysis




$935 million of investment assets, and $311 million of cash was utilized to pay dividends to the preferred and
common shareholders.

COMMITMENTS/CONTRACTUAL OBLIGATIONS
Commitments/contractual obligations have not changed materially from December 31, 2009.

CAPITAL MANAGEMENT AND ADEQUACY
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 MCCSR. The target operating
range of the MCCSR ratio for its operating subsidiaries is 175% to 200% (on a consolidated basis).

Great-West Life’s MCCSR ratio at March 31, 2010 was 202% (204% at December 31, 2009). The MCCSR ratio
includes no impact from approximately $0.9 billion of cash at the holding company level, accumulated mainly as a
result of a series of capital issuance, redemptions and buy back activities in 2008 and 2009. London Life’s MCCSR
ratio at March 31, 2010 was 230% (239% at December 31, 2009). Canada Life's MCCSR ratio at March 31, 2010
was 208% (210% at December 31, 2009).

At December 31, 2009, the Risk Based Capital ratio (RBC) of GWL&A, Lifeco's regulated U.S. operating company
was 476% 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.

RATINGS




                                                                                                                                                              GREAT-WEST LIFECO INC.
The Company and its major operating subsidiaries continue to hold strong ratings. The ratings and outlook from
the five rating agencies that rate the Company and certain of its subsidiaries have not changed during 2010.

                                                                                                                       Great-   London Canada
Rating agency                                   Measurement                                                   Lifeco   West       Life  Life  GWL&A
A.M. Best Company                               Financial Strength                                                      A+        A+     A+     A+
DBRS Limited                                    Claims Paying Ability                                                   IC-1     IC-1      IC-1       NR
                                                Senior Debt                                                 AA (low)
                                                Subordinated Debt                                                                        AA (low)
Fitch Ratings                                   Insurer Financial Strength                                              AA+      AA+      AA+        AA+
Moody's Investors Service                       Insurance Financial Strength                                            Aa3      Aa3       Aa3       Aa3
Standard & Poor's Ratings Services              Insurer Financial Strength                                              AA        AA       AA         AA
                                                Senior Debt                                                      A+
                                                Subordinated Debt                                                                          AA-

RISK MANAGEMENT             AND        CONTROL PRACTICES
Insurance companies are in the business of assessing, structuring, pricing and assuming, and managing risk. The
types of risks are many and varied, and will be influenced by factors both internal and external to the businesses
operated by the insurer. These risks, and the control practices used to manage the risks, are discussed in detail in
the 2009 Annual MD&A and have not substantially changed.

FINANCIAL INSTRUMENTS AND OTHER INSTRUMENTS
There were no major changes to the Company’s and its subsidiaries’ policies and procedures with respect to the
use of derivative financial instruments in 2010. During the three month period ended March 31, 2010, the
outstanding notional amount of derivative contracts decreased by $325 million. The exposure to credit risk, which
is limited to the current fair value of those instruments which are in a gain position, increased to $840 million at
March 31, 2010 from $717 million at December 31, 2009.




                                                                                 15



                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                C 13
                                                                                                                                           Management's Discussion and Analysis




                         ACCOUNTING POLICIES

                         FUTURE ACCOUNTING POLICIES
                         International Financial Reporting Standards – In February 2008, the Canadian Institute of Chartered
                         Accountants (CICA) announced that Canadian GAAP for publicly accountable enterprises will be replaced by
                         International Financial Reporting Standards (IFRS) for fiscal years beginning on or after January 1, 2011. The
                         Company will be required to begin reporting under IFRS for the quarter ending March 31, 2011 and will be required
                         to prepare an opening balance sheet and provide information that conforms to IFRS for comparative periods
                         presented.

                         The Company has developed an IFRS changeover plan which will address key areas such as accounting policies,
                         financial reporting, disclosure controls and procedures, information systems, education and training and other
                         business activities. Until this effort is complete, the impact of adopting IFRS and the related effects on the
                         Company’s consolidated financial statements cannot be reasonably determined.

                         The Company is in the process of assessing and preparing to implement changes to accounting policies resulting
                         from the transition to IFRS. The following list, though not exhaustive, identifies changes in key accounting policies
                         due to the adoption of IFRS.
                                 Policyholder and reinsurance contract liabilities will be classified as insurance, investment or service
                                 contracts as required by IFRS 4, IAS 39 and IAS 18. A review of existing contracts as at December 31,
                                 2009 suggests that a majority of contracts will be classified as insurance contracts which continue to be
                                 measured using the Canadian Asset Liability Method (CALM) under IFRS. Investment contracts will be
GREAT-WEST LIFECO INC.




                                 accounted for either at fair value or at amortized cost. Reinsurance accounts will be presented on the
                                 Consolidated Balance Sheets and in the Summaries of Consolidated Operations on a gross basis.
                                 Certain deferred acquisition costs relating to investment contract liabilities may not meet the criteria for
                                 deferral and will be expensed as incurred within the Summaries of Consolidated Operations and the
                                 balance of deferred acquisition costs on in-force contracts will be adjusted in the opening Consolidated
                                 Balance Sheets. The remaining balance of deferred acquisition costs will be reclassified from policyholder
                                 contract liabilities and presented as assets in the Consolidated Balance Sheets.
                                 The assets and liabilities of segregated funds will be included within the Consolidated Balance Sheets as a
                                 single line on each side of the Company’s balance sheet measured at fair value.
                                 Real estate properties have been classified between owner occupied and investment properties. The
                                 classification between the two categories will result in a change in measurement in the value of real estate.
                                 At transition, owner occupied property will be measured at fair value as its deemed cost, while after
                                 transition the cost model will be used to value such properties. Depreciation expense on owner occupied
                                 properties will be expensed within the Summaries of Consolidated Operations. Investment properties will
                                 be measured at fair value at transition and thereafter under IFRS.
                                 The Company is monitoring developments in the IFRS standards relating to employee benefits and is
                                 considering its options on transition to IFRS as well as post conversion at this time.
                                 The Company is assessing its future income tax assets and liabilities in connection with any adjustments
                                 arising from the transition to IFRS.

                         Adoption of IFRS requires that the IFRS standards be applied on a retroactive basis with the exception of those
                         permitted under IFRS. Any changes to existing standards must be applied retroactively and reflected in the
                         opening balance sheet of the comparative period. There are a number of exemptions from full restatement
                         available under IFRS. While the Company continues to evaluate its options on transition, it does expect to elect the
                         one-time option to reset the cumulative translation account to zero upon adoption of IFRS. The Company also
                         does not expect to restate prior business combinations due to the complexities involved in obtaining historical
                         valuations and will instead apply the IFRS requirements prospectively.




                                                                                               16


                             C 14                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                       Management's Discussion and Analysis




The Company acknowledges that the above anticipated changes in accounting policy are not an exhaustive list of
all possible significant items that will occur upon the transition to IFRS. The Company will continue to monitor
developments in and interpretations of standards as well as industry practices and may change accounting policies
described in the above paragraphs.

The Company’s IFRS changeover plan includes the modification of internal controls over financial reporting for
changes in accounting policy arising from the transition to IFRS and the education of key stakeholders including the
Board of Directors, management and employees. The impact on the Company’s information technology, data
systems and processes will be dependent upon the magnitude of change resulting from these and other items. At
this time, no significant impact on information or data systems has been identified and the Company does not
expect to make changes which will materially affect internal controls over financial reporting.

OSFI has reaffirmed its preliminary position in October 2009 that early adoption of IFRS standards with effective
dates after 2011 should not be permitted for Federally Regulated Entities (FREs) to ensure financial statements are
materially comparable for regulatory monitoring purposes. As part of the Company’s IFRS transition project, the
Company is continuing to monitor the expected effect on regulatory capital requirements.

The Company continues to monitor the potential changes proposed by the International Accounting Standards
Board (IASB) and considers the impact changes in the standards would have on the Company’s operations. In
November 2009, the IASB issued IFRS 9 to amend how financial instruments are classified and measured. The
standard is effective for annual periods beginning on or after January 1, 2013. The Company is analyzing the
impact the new standard will have on its financial assets and liabilities.




                                                                                                                                                              GREAT-WEST LIFECO INC.
The IFRS standard that deals with the measurement of insurance contracts, also referred to as Phase II Insurance
Contracts, is currently being developed and a final accounting standard is not expected to be implemented for
several years. As a result, the Company will continue to measure insurance liabilities using CALM until such time
when a new IFRS standard for insurance contract measurement is issued. Consequently, the evolving nature of
IFRS will likely result in additional accounting changes, some of which may be significant, in the years following the
Company’s initial transition to IFRS.

The Company is monitoring the potential impact of other changes to financial reporting processes, disclosure
controls and procedures, and internal controls over financial reporting. The Company has commenced a parallel
run to capture IFRS comparative information for fiscal 2010 to quantify the effects of the potential significant
differences between IFRS and Canadian GAAP which may or may not be material. As the implications of the
conversion are identified, continual requirements for infrastructure, expertise, training and education will be
assessed. The Company will continue to assess the impact of adopting IFRS, and will update its MD&A
disclosures quarterly to report on the progress of its IFRS changeover plan.




                                                                                 17



                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                              C 15
                                                                                                                                           Management's Discussion and Analysis




                         SEGMENTED OPERATING RESULTS
                         The consolidated operating results of Lifeco include the operating results of Great-West Life, London Life, Canada
                         Life, GWL&A, and Putnam.

                         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.

                         CANADA
                         The Canadian segment of Lifeco includes the operating results of the Canadian businesses operated by Great-
                         West Life, London Life, and Canada Life.

                         Selected consolidated financial information - Canada
                                                                                                                                      For the three months ended
                                                                                                                                    March 31     Dec. 31    March 31
                                                                                                                                     2010         2009       2009
                         Premiums and deposits                                                                                     $    4,852 $     4,585 $     4,265
                         Sales                                                                                                          2,674       2,421       1,785
                         Fee and other income                                                                                             256         249         222
                         Net income - common shareholders                                                                                 233         246         208

                         Total assets                                                                                              $  57,018                $  55,858   $  53,023
GREAT-WEST LIFECO INC.




                         Segregated funds net assets                                                                                  46,135                   45,005      37,320
                         Proprietary mutual funds net assets                                                                           2,943                    2,811       2,198
                         Total assets under management                                                                               106,096                  103,674      92,541
                         Other assets under administration                                                                            11,010                   10,905      10,138
                         Total assets under administration                                                                         $ 117,106                $ 114,579   $ 102,679


                         BUSINESS UNITS - CANADA

                         INDIVIDUAL INSURANCE & INVESTMENT PRODUCTS

                         2010 DEVELOPMENTS
                             The individual life insurance business continued the momentum from its sales results in 2009. Participating
                             whole life insurance sales increased 38% and non-participating life insurance sales grew 41% compared to the
                             first quarter of 2009 due to improvements in competitive position.
                             Sales of proprietary retail investment funds increased by 54% over 2009 due to the launch of new segregated
                             funds products in the fourth quarter of 2009 and improved equity markets.
                             Sales of retail guaranteed interest rate products and payout annuity products increased by 37% and 212%
                             respectively over 2009 due to the competitive pricing strategy introduced in mid March 2009.
                             Net cash flow into proprietary retail investment funds was 1.1% of opening assets, exceeding the industry result
                             of 0.9% as reported by IFIC.
                             Sales of group capital accumulation plans increased 60% over 2009 reflecting growing confidence in financial
                             markets.




                                                                                               18


                             C 16                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                          Management's Discussion and Analysis




OPERATING RESULTS
                                                                                                                           For the three months ended
                                                                                                                        March 31      Dec. 31    March 31
                                                                                                                         2010          2009       2009
Premiums and deposits                                                                                                  $    3,134 $      2,914 $     2,610
Sales                                                                                                                       2,470        2,259       1,659
Fee and other income                                                                                                          209          204         174
Net income                                                                                                                    159          139         127


Premiums and deposits
Individual Life premiums for the quarter increased $40 million compared with the same quarter last year, primarily
due to continued strong persistency and sales, and Living Benefits premiums for the quarter increased $1 million
compared with last year. Premiums and deposits to proprietary retail investment funds for the quarter increased
$196 million compared with last year, primarily due to the launch of new segregated funds products in the fourth
quarter of 2009 and improved equity markets. Premiums and deposits to retail guaranteed interest rate and payout
annuity products for the quarter increased $117 million compared with last year, primarily due to the competitive
pricing strategy introduced in mid-March of 2009. Premiums and deposits to group retirement products increased
$170 million compared with last year, primarily due to an increase in deposits to group capital accumulation plans
(GCAP) of 16% as a result of higher sales, the improved economy and the impact of the assets transferred from
Fidelity in 2009.

Individual Life premiums decreased $55 million compared with the previous quarter primarily due to the seasonality




                                                                                                                                                                 GREAT-WEST LIFECO INC.
of life premium payments. Premiums for Living Benefits policies were unchanged from the previous quarter.
Premiums and deposits to proprietary retail investment funds increased $140 million compared with the previous
quarter, primarily due to RRSP season. Premiums and deposits to retail guaranteed interest rate and payout
annuity products decreased $63 million compared with the previous quarter, primarily due to reduced emphasis on
payout annuity sales during RRSP season. Premiums and deposits to group retirement products increased $198
million compared with the previous quarter, primarily due to a 23% increase in deposits to GCAP plans during
RRSP season and the improved economy.

Sales
For the quarter, Individual Life sales increased $23 million compared with the same quarter last year from higher
sales in all product lines. Living Benefits sales for the quarter increased $1 million compared with last year, from an
increase in Critical Illness sales. In the quarter, sales of proprietary retail investment funds increased $486 million
and sales of retail guaranteed interest rate and payout annuity products increased $125 million compared to the
first quarter of 2009. Sales of group retirement products increased $140 million from 2009 due primarily to large
lump sum transfers in 2010, which vary from quarter to quarter.

Individual Life sales decreased $5 million compared with the previous quarter as the fourth quarter sales are
generally the strongest quarter for insurance sales. Sales of Living Benefits policies decreased $3 million
compared with the previous quarter, primarily due to strong sales in the fourth quarter of 2009. In the quarter, sales
of proprietary retail investment funds increased $213 million and sales of retail guaranteed interest rate and payout
annuity products decreased $97 million compared to the previous quarter due to RRSP season. Sales of group
retirement products increased by $39 million from the fourth quarter of 2009, primarily due to large lump sum
transfers in 2010, offset by a reduction in payout annuity sales.




                                                                                 19



                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                 C 17
                                                                                                                                           Management's Discussion and Analysis




                         Fee and other income
                         Fee and other income for the quarter increased $35 million compared with last year. The increase was primarily
                         due to significant growth in segregated fund assets from improved equity markets and net deposits.

                         Fee and other income increased $5 million compared with the previous quarter, primarily due to growth in
                         segregated fund assets.

                         Net income
                         Net income for the quarter increased $32 million compared with last year. The increase was primarily due to higher
                         fee income from proprietary investment funds, attributable to higher net cash flows and the improved equity
                         markets which have significantly increased the value of assets under management.

                         Net income increased $20 million compared with the previous quarter. This is primarily due to the impact of new
                         sales, higher Individual Life inforce expense loading gains and increased fee income from Individual Retirement &
                         Investment Services (IRIS) proprietary funds.

                         Net income attributable to the participating account was a loss of $5 million in 2010, compared with income of $15
                         million in 2009. Net income attributable to the participating account increased by $3 million from the fourth quarter
                         of 2009.

                         GROUP INSURANCE

                         2010 DEVELOPMENTS
GREAT-WEST LIFECO INC.




                             Premiums and deposits grew by 4% for the three months ended March 31, 2010 compared to the first quarter
                             of 2009.
                             Sales of $204 million for the three months ended March 31, 2010 increased by 62% compared to the first
                             quarter of 2009.
                             Net income was $92 million for the three months ended March 31, 2010, a decrease of 1% compared to the
                             first quarter of 2009.

                         OPERATING RESULTS
                                                                                                                                         For the three months ended
                                                                                                                                      March 31      Dec. 31    March 31
                                                                                                                                       2010          2009       2009
                         Premiums and deposits                                                                                       $    1,718 $      1,671 $     1,655
                         Sales                                                                                                              204          162         126
                         Fee and other income                                                                                                37           35          37
                         Net income                                                                                                          92           94          93


                         Premiums and deposits
                         Premiums and deposits for the quarter increased $63 million compared with last year. The increase was primarily
                         due to a 6% increase in large case premiums and deposits and small/mid-size case premiums and deposits
                         increased slightly.

                         Premiums and deposits increased $47 million compared with the previous quarter, primarily due to increases in
                         large case and small/mid-size case premiums and deposits of 4% and 1%, respectively.




                                                                                               20


                             C 18                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                      Management's Discussion and Analysis




Sales
For the quarter, sales increased $78 million compared with last year. The increase was primarily due to higher
sales in the large case market from six large sales in the first quarter of 2010 for $109 million compared to three
large sales for $32 million last year.

Sales increased $42 million compared with the previous quarter primarily due to an increase in sales in the large
case market from six large sales of $109 million, partly offset by a lower number of new and activity sales. The
increase was partly offset by lower new sales in the small/mid-size market and lower sales in creditor/direct
marketing due to one large sale for $5 million in 2010 compared to one large sale for $14 million in the previous
quarter.

Fee and other income
Fee and other income is derived primarily from ASO contracts, whereby the Company provides group insurance
benefit plan administration on a cost-plus basis.
Fee and other income for the quarter was at the same level as last year, and increased $2 million compared with
the previous quarter, primarily due to higher claims volumes.

Net income
Net income for the quarter decreased $1 million compared with last year, primarily due to weaker group health
experience on long term disability cases. Compared with the previous quarter, net income decreased $2 million,
primarily due to weaker group health morbidity experience in the medical and dental sublines and weaker group
health experience on long term disability cases.




                                                                                                                                                             GREAT-WEST LIFECO INC.
CANADA CORPORATE
Canada Corporate consists of items not associated directly with, or allocated to the Canadian business units.
Corporate reported a loss for the quarter of $18 million, compared with a reported loss of $12 million in the first
quarter 2009 primarily due to lower investment returns. Compared to the previous quarter, net loss increased $31
million mainly due to a reversal of a provision relating to litigation for certain Canadian retirement plans of $29
million after-tax in the fourth quarter of 2009.




                                                                                21



                           P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                              C 19
                                                                                                                                               Management's Discussion and Analysis




                         UNITED STATES
                         The United States operating results for Lifeco include the results of GWL&A, 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.

                         Selected consolidated financial information - United States
                                                                                                                                            For the three months ended
                                                                                                                                         March 31      Dec. 31    March 31
                                                                                                                                          2010          2009       2009
                         Premiums and deposits                                                                                          $    7,756 $      7,777 $     7,982
                         Sales                                                                                                             11,620         9,489       8,174
                         Fee and other income                                                                                                  317          358         283
                         Net income - common shareholders                                                                                       68           36          75
                         Net income - common shareholders (US$)                                                                                        65             33           60

                         Total assets                                                                                                   $  28,947               $  29,262   $  32,966
                         Segregated funds net assets                                                                                       19,547                  19,690      18,995
                         Proprietary mutual funds and institutional net assets                                                            120,722                 120,693     124,179
                         Total assets under management                                                                                    169,216                 169,645     176,140
                         Other assets under administration                                                                                114,217                 108,192      93,564
                         Total assets under administration                                                                              $ 283,433               $ 277,837   $ 269,704
GREAT-WEST LIFECO INC.




                         BUSINESS UNITS – UNITED STATES
                         In the first quarter, comparing 2010 to 2009, the Canadian dollar strengthened against the US dollar. As a result of
                         currency movement, net income was negatively impacted by $14 million compared to the first quarter of 2009 and
                         $1 million compared to the fourth quarter of 2009.

                         FINANCIAL SERVICES

                         2010 DEVELOPMENTS
                             Net income for the three months ended March 31, 2010 was US$79 million, an increase of 14% from the same
                             period in 2009.
                             Sales have improved significantly from the first quarter of 2009 in both the Retirement Services and Individual
                             Markets segments.
                             For the three months ended March 31, 2010, 401(k) sales were 566 plans compared to 339 plans for the same
                             period of 2009, an increase of 67%.
                             Single Premium Life sales increased to US$75 million in the first quarter of 2010 compared to US$15 million in
                             the previous year. Sales in the business-owned life insurance (BOLI) product increased from US$37 million in
                             2009 to US$195 million in 2010.




                                                                                                   22


                             C 20                                    P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                          Management's Discussion and Analysis




OPERATING RESULTS
                                                                                                                          For the three months ended
                                                                                                                       March 31      Dec. 31    March 31
                                                                                                                        2010          2009       2009
Premiums and deposits                                                                                                 $    1,755 $      1,875 $     2,859
Sales                                                                                                                      5,619        3,587       3,051
Fee and other income                                                                                                         111          114         101
Net income                                                                                                                    82           78          86

Premiums and deposits (US$)                                                                                           $    1,687   $    1,770   $    2,287
Sales (US$)                                                                                                                5,403        3,385        2,441
Fee and other income (US$)                                                                                                   107          107           81
Net income (US$)                                                                                                              79           73           69


Premiums and deposits
Premiums and deposits for the quarter decreased US$600 million compared with last year. The decrease was
primarily in Retirement Services from a large plan sale in the public non-profit market in 2009. Individual Markets
premiums and deposits have improved from 2009 primarily due to higher sales of the BOLI product.

Premiums and deposits decreased US$83 million compared with the previous quarter, primarily due to larger sales
in the fourth quarter of 2009 of the BOLI product.




                                                                                                                                                                 GREAT-WEST LIFECO INC.
Sales
For the quarter, sales increased US$2,962 million compared with the first quarter of last year. The increase was
primarily due to one large plan sale in the public non-profit market in Retirement Services and higher sales in
Individual Markets.

Sales increased US$2,018 million compared with the previous quarter, primarily due to three large Retirement
Services plan sales in 2010.

Fee and other income
Fee and other income for the quarter increased US$26 million compared with the first quarter of last year. The
increase is primarily due to higher asset levels from improved equity markets as well as additional fees from sales
in the latter half of 2009 and the first quarter of 2010.

Fee and other income was at the same level as the previous quarter.

Net income
Net income for the quarter increased US$10 million compared with the first quarter of last year. The improvement
was primarily due to investment income and fee income as a result of higher sales and improved equity markets,
partly offset by increased expenses.

Net income increased US$6 million compared with the previous quarter, primarily due to improved investment
margins and mortality gains.




                                                                                23



                           P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                  C 21
                                                                                                                                                 Management's Discussion and Analysis




                         ASSET MANAGEMENT

                         2010 DEVELOPMENTS
                            Putnam’s suite of absolute return mutual funds, launched publicly on January 13, 2009, has reached US$1.6
                            billion in assets under management (AUM) as of March 31, 2010.
                            For the three months ended March 31, 2010, the impact of improved equity markets on fee income in Asset
                            Management positively impacted net income by US$22 million after-tax compared to the same period in 2009.
                            In February, Putnam was ranked #1 out of 61 fund families in the 2010 annual Lipper/Barron’s Fund Families
                            Survey based on its funds’ performance across multiple asset classes during 2009. In April, Institutional
                            Investor named Putnam as Mutual Fund Manager of the Year for 2009.

                         OPERATING RESULTS

                                                                                                                                                For the three months ended
                                                                                                                                             March 31      Dec. 31    March 31
                                                                                                                                              2010          2009       2009
                         Premiums and deposits                                                                                              $    6,001 $      5,902 $     5,123
                         Fee and other income
                            Investment management fees                                                                                                  142            182         121
                            Service fees                                                                                                                 44             43          47
                            Underwriting and distribution fees                                                                                           19             17          13
GREAT-WEST LIFECO INC.




                         Fee and other income                                                                                                           205            242         181
                         Net income                                                                                                                     (15)           (37)        (11)

                         Premiums and deposits (US$)                                                                                        $        5,770        $   5,568   $   4,098
                         Fee and other income
                            Investment management fees (US$)                                                                                            137            172          97
                            Service fees (US$)                                                                                                           42             41          38
                            Underwriting and distribution fees (US$)                                                                                     18             16          10
                         Fee and other income (US$)                                                                                                     197            229         145
                         Net income (US$)                                                                                                               (15)           (35)         (9)


                         Premiums and deposits
                         Premiums and deposits for the quarter increased US$1,672 million compared to the same period in 2009 due to an
                         increase in sales as a result of improved economic conditions and performance, and the introduction of new
                         products.

                         Premiums and deposits increased US$202 million compared with the previous quarter, for the same reasons as the
                         quarter compared to the first quarter of 2009.

                         Fee and other income
                         Revenue is derived primarily from investment management fees, transfer agency and other shareholder service
                         fees and underwriting and distribution fees. Generally, fees are earned based on average AUM and may depend
                         on financial markets, the relative performance of Putnam’s investment products, and the number of retail
                         shareholder accounts or sales.
                         Fee and other income for the quarter increased US$52 million compared to the same period in 2009. The increase
                         was primarily due to an increase in asset-based fees from higher average AUM and performance fees. Average
                         AUM increased 16% from 2009 due mainly to higher average equity market levels and improved investment
                         performance partly offset by net redemptions.



                                                                                                     24


                             C 22                                      P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                            Management's Discussion and Analysis




Fee and other income decreased US$32 million compared with the previous quarter, primarily due to higher
performance fees earned in the fourth quarter of 2009, which more than offset a 1% increase in average AUM in
2010.

Net income
Net income for the quarter was a loss of US$15 million. Excluding the US$33 million net gain on the sale of Union
Panagora in the first quarter of 2009, net income improved by US$27 million. The increase was due to higher fee
and investment income in 2010 due to improved performance and economic conditions, which resulted in higher
average AUM.

Net income increased US$20 million from the previous quarter, primarily due to lower operating expenses and
incentive compensation, partially offset by lower performance fees earned in the quarter.

ASSETS UNDER MANAGEMENT

Assets under management
US $ millions                                                                                                               For the three months ended
                                                                                                                         March 31      Dec. 31    March 31
                                                                                                                          2010          2009       2009
Beginning assets                                                                                                        $ 114,946 $ 113,597 $ 105,697
  Sales (includes dividends reinvested)                                                                                      5,770        5,568       4,098




                                                                                                                                                                   GREAT-WEST LIFECO INC.
  Redemptions                                                                                                               (5,896)      (6,999)     (6,849)
Net asset flows                                                                                                               (126)      (1,431)     (2,751)
  Impact of market/performance                                                                                               3,535        2,780      (4,391)
Ending assets                                                                                                           $ 118,355 $ 114,946 $ 98,555
Average assets under management                                                                                         $ 115,450   $ 114,443    $   99,658


Average AUM for the three months ended March 31, 2010 was US$115.5 billion as follows: mutual funds US$63.3
billion and institutional accounts US$52.2 billion. Average AUM increased by US$15.8 billion compared to the
three months ended March 31, 2009 primarily due to the positive impact of market/performance partly offset by net
redemptions.

Average AUM increased US$1.0 billion from the fourth quarter. There was also a shift in average asset mix from
the prior quarter, with mutual funds accounting for 55% of average assets versus 54% in the fourth quarter of 2009.
AUM increased by US$3.4 billion from December 31, 2009 primarily due to market/performance of US$3.5 billion.
Net redemptions of US$0.1 billion in 2010 improved significantly from US$1.4 billion in the fourth quarter.

UNITED STATES CORPORATE
Corporate reported net income for the quarter of US$1 million, compared with minimal net income in 2009. Net
income increased US$6 million compared with the previous quarter, primarily due to lower income taxes.




                                                                                  25



                             P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                 C 23
                                                                                                                                           Management's Discussion and Analysis




                         EUROPE
                         The Europe segment is comprised of two distinct business units: Insurance & Annuities, with operations in the
                         United Kingdom, Isle of Man, Ireland, and Germany; and Reinsurance, which operates primarily in the United
                         States, Barbados and Ireland. Insurance & Annuities offers protection and wealth management products including
                         payout annuity products which is conducted through Canada Life and its subsidiaries. The Reinsurance business is
                         conducted through Canada Life, London Life, London Reinsurance Group Inc. (LRG), and their subsidiaries.

                         Selected consolidated financial information - Europe
                                                                                                                                        For the three months ended
                                                                                                                                      March 31     Dec. 31    March 31
                                                                                                                                       2010         2009       2009
                         Premiums and deposits                                                                                       $    2,358 $     2,298 $     2,314
                         Sales - Insurance & Annuities                                                                                    1,090         990         795
                         Fee and other income                                                                                               163         158         175
                         Net income - common shareholders                                                                                   140         165          48
                         Total assets                                                                                                $      40,877          $   43,249   $   43,607
                         Segregated funds net assets                                                                                        21,667              22,800       20,588
                         Total assets under management                                                                                      62,544              66,049       64,195
                         Other assets under administration                                                                                     102                 110          114
                         Total assets under administration                                                                           $      62,646          $   66,159   $   64,309
GREAT-WEST LIFECO INC.




                         2010 DEVELOPMENTS
                             Net income for the quarter was $140 million, an increase of $92 million from the first quarter of 2009, due
                             primarily to lower investment impairment charges and lower charges for future credit losses in actuarial
                             liabilities. Insurance & Annuities increased $71 million, Reinsurance increased $20 million and Europe
                             Corporate increased $1 million.
                             Insurance & Annuities sales increased by $295 million from the first quarter of 2009 reflecting improved
                             economic conditions.

                         BUSINESS UNITS –            EUROPE
                         In the first quarter, comparing 2010 to 2009, the Canadian dollar strengthened against the euro, the US dollar and
                         the British pound. As a result of currency movement, net income was negatively impacted by $17 million compared
                         to the first quarter of 2009 and $9 million compared to the fourth quarter of 2009.

                         INSURANCE & ANNUITIES

                         OPERATING RESULTS
                                                                                                                                        For the three months ended
                                                                                                                                      March 31     Dec. 31   March 31
                                                                                                                                       2010         2009       2009
                         Premiums and deposits                                                                                       $    1,490 $     1,391 $    1,163
                         Sales                                                                                                            1,090         990        795
                         Fee and other income                                                                                               152         149        162
                         Net income                                                                                                         101         124         30




                                                                                               26


                             C 24                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                         Management's Discussion and Analysis




Premiums and deposits
Premiums and deposits for the quarter increased $327 million compared with last year. The increase was primarily
due to higher sales of savings products in the U.K. and Isle of Man and strong growth of payout annuity sales in the
U.K., partly offset by currency movement.

Premiums and deposits increased $99 million compared with the previous quarter, primarily due to higher payout
annuity sales and from a seasonal increase in group insurance products in the U.K., together with higher sales of
savings products in the Isle of Man. These increases were partly offset by lower deposits in pension products in
Ireland and Germany and currency movement.

Sales
For the quarter, sales increased $295 million compared with last year. The increase was primarily due to strong
sales of payout annuity products in the U.K. as well as higher sales of single premium savings products in the U.K.
and Isle of Man as the markets have improved. These increases were partly offset by currency movement.

Sales increased $100 million compared with the previous quarter, primarily due to higher sales of payout annuity
products in the U.K., partly offset by lower pension sales in Ireland and currency movement.

Fee and other income
Fee and other income for the quarter decreased $10 million compared with last year. The decrease was primarily
due to currency movement as well as lower fees in Ireland and a change in sales mix in Germany. This was partly
offset by higher fees in the U.K. resulting from an increase in surrender charges.




                                                                                                                                                                GREAT-WEST LIFECO INC.
Fee and other income increased $3 million compared with the previous quarter, primarily due to the higher level of
surrender charges in the U.K. and higher fees in Ireland partly offset by lower fees in Germany.

Net income
Net income for the quarter increased $71 million compared with last year. The increase reflects after-tax investment
recoveries of $11 million compared to the first quarter of 2009 when the company incurred investment impairment
charges of $11 million and a 2009 charge for future credit losses in actuarial liabilities of $85 million. Net income
also increased due to new business growth and higher investment trading gains. Partly offsetting these increases
were lower mortality gains, mainly in the U.K. group insurance and payout annuity businesses. In addition, there
was a reduction in tax provisions in the prior year. Net income was also negatively impacted by currency
movement.

Net income decreased $23 million compared with the previous quarter. The decrease is due to lower mortality
gains in the U.K. group insurance and payout annuity businesses, lower investment trading gains, a higher effective
tax rate and currency movement. These decreases were partly offset by improved morbidity experience in the
group insurance business and higher new business gains in the payout annuity business. In addition, there was a
strengthening of non-credit related actuarial reserves in the fourth quarter.

REINSURANCE

OPERATING RESULTS
                                                                                                                          For the three months ended
                                                                                                                       March 31      Dec. 31    March 31
                                                                                                                        2010          2009       2009
Premiums and deposits                                                                                                 $     868 $         907 $     1,151
Fee and other income                                                                                                          11             9         13
Net income                                                                                                                    41           43          21




                                                                                27



                           P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                C 25
                                                                                                                                             Management's Discussion and Analysis




                         Premiums and deposits
                         Premiums and deposits for the quarter decreased $283 million compared with last year. The decrease was
                         primarily due to the commutation of reinsurance contracts in 2009 and currency movement, partly offset by volume
                         increases.

                         Premiums and deposits decreased $39 million from the prior quarter primarily due to the commutation of a
                         reinsurance contract in the fourth quarter of 2009 and currency movement, partly offset by volume increases.

                         Fee and other income
                         Fee and other income for the quarter decreased $2 million compared with last year primarily due to currency
                         movement.

                         Fee and other income increased $2 million compared with the previous quarter, primarily due to new business and
                         higher volumes.

                         Net income
                         Net income for the quarter increased $20 million compared with last year, reflecting a charge in 2009 for future
                         credit losses in actuarial liabilities of $37 million after-tax partly offset by the 2009 settlement of large property and
                         casualty reinsurance treaties. Excluding these items, net income increased primarily from higher investment gains
                         and higher renewal profits partially offset by unfavourable mortality experience.

                         Net income decreased $2 million compared with the the previous quarter, primarily due to unfavourable mortality
GREAT-WEST LIFECO INC.




                         experience and the favourable settlement of a reinsurance contract in the fourth quarter which was offset by the
                         impact of strengthening of non-credit related actuarial reserves in the fourth quarter.

                         EUROPE CORPORATE
                         The Europe Corporate account includes financing charges, the impact of certain non-continuing items as well as
                         the results for the non-core international businesses.

                         Europe Corporate reported a net loss for the quarter of $2 million compared with a reported net loss of $3 million in
                         the first quarter of 2009 and a net loss of $2 million in the fourth quarter.


                         LIFECO CORPORATE OPERATING RESULTS
                         The Lifeco Corporate segment includes operating results for activities of Lifeco that are not associated with the
                         major business units of the Company.

                         Lifeco Corporate reported a minimal loss in 2010 compared to a loss of $5 million in 2009. The change is primarily
                         due to a higher allocation of preferred share dividends to the Canada Corporate segment.

                         Compared to the previous quarter, net income increased by $4 million primarily due to lower payment of
                         withholding taxes in 2010 and a higher allocation of preferred share dividends to the Canada Corporate segment.




                                                                                                 28


                             C 26                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                                                   Management's Discussion and Analysis




OTHER INFORMATION

QUARTERLY FINANCIAL INFORMATION

Quarterly financial information
(in $ millions, except per share amounts)
                                     2010                                                         2009                                                     2008
                                      Q1                              Q4                  Q3                   Q2                Q1          Q4             Q3           Q2
Total revenue (1)                           $      8,270        $      6,001        $ 10,389             $      9,218          $ 4,933   $ 6,580       $ 3,971      $ 5,382
Common Shareholders
Net income
      Total                                          441                 443                 445                  413              326         (907)         436         1,213
      Basic - per share                            0.466               0.468               0.471                0.437            0.345       (1.011)       0.487         1.356
      Diluted - per share                          0.465               0.467               0.470                0.437            0.345       (1.009)       0.485         1.350
Net income - adjusted (1)
      Total                                          441                 443                 445                  413              326         525           436           564
      Basic - per share                            0.466               0.468               0.471                0.437            0.345       0.586         0.487         0.630
      Diluted - per share                          0.465               0.467               0.470                0.437            0.345       0.585         0.485         0.627
(1)   Net income - adjusted is presented as a non-GAAP financial measure of earnings performance before certain
      non-recurring adjustments. Refer to "Non-GAAP Financial Measures" section of this report.
                                                                                                                                                       per share
                                                                                                                                             Total       basic          diluted




                                                                                                                                                                                     GREAT-WEST LIFECO INC.
Adjustments to net income - common shareholders:
2008 Q4 Goodwill and intangible assets impairment                                                                                        $     (1,353) $    (1.508) $      (1.505)
             Valuation allowance, income tax                                                                                                      (34)      (0.038)        (0.038)
             Restructuring costs                                                                                                                  (45)      (0.051)        (0.051)
       Q2 Gain realized from the sale of GWL&A health care business                                                                               649        0.726          0.723



SUMMARY OF QUARTERLY RESULTS
Lifeco's net income attributable to common shareholders was $441 million for the first quarter of 2010 compared to
$326 million reported a year ago. On a per share basis, this represents $0.466 per common share ($0.465 diluted)
for the first quarter of 2010 compared to $0.345 per common share ($0.345 diluted) a year ago.

Total revenue for the first quarter of 2010 was $8,270 million and was comprised of premium income of $4,610
million, regular net investment income of $1,422 million, change in fair value of held for trading assets of $1,502
million, and fee and other income of $736 million. Total revenue for the first quarter of 2009 was $4,933 million,
comprised of premium income of $4,709 million, regular net investment income of $1,511 million, change in fair
value of held for trading assets of $(1,967) million and fee and other income of $680 million.

DISCLOSURE CONTROLS AND PROCEDURES
Based on their evaluations as of March 31, 2010, 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 at the reasonable assurance level in ensuring that information relating to the Company which is required to
be disclosed in reports filed 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.




                                                                                         29



                                    P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                        C 27
                                                                                                                                            Management's Discussion and Analysis




                         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
                         GAAP. The Company’s management is responsible for establishing and maintaining adequate internal control over
                         financial reporting for Lifeco. All internal control systems have inherent limitations and may become inadequate
                         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.

                         There have been no changes in the Company’s internal control over financial reporting during the period ended
                         March 31, 2010 that have materially affected, or are reasonably likely to materially affect, the Company’s internal
                         control over financial reporting.

                         TRANSLATION OF FOREIGN CURRENCY
                         Through its operating subsidiaries, Lifeco conducts business in multiple currencies. The four primary currencies are
                         the Canadian dollar, the United States 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 financial
                         period. All income and expense items are translated at an average rate for the period. The rates employed are:

                         Translation of foreign currency
                                                                                                           Mar. 31               Dec. 31             Sept. 30        June 30   Mar. 31
                         Period ended
                                                                                                             2010                  2009                2009             2009     2009
                         United States dollar
GREAT-WEST LIFECO INC.




                         Balance sheet                                                                         $1.02                $1.05                    $1.07     $1.16    $1.26
                         Income and expenses                                                                   $1.04                $1.06                    $1.10     $1.17    $1.25

                         British pound
                         Balance sheet                                                                         $1.54                $1.69                    $1.72     $1.91    $1.80
                         Income and expenses                                                                   $1.62                $1.73                    $1.80     $1.81    $1.79

                         Euro
                         Balance sheet                                                                         $1.37                $1.50                    $1.57     $1.63    $1.67
                         Income and expenses                                                                   $1.44                $1.56                    $1.57     $1.59    $1.62


                         SEGREGATED AND MUTUAL FUNDS DEPOSITS AND SELF-FUNDED PREMIUM EQUIVALENTS (ASO CONTRACTS)
                         The financial statements of a life insurance company do not include the assets, liabilities, deposits and withdrawals
                         of segregated funds, mutual funds or the claims payments related to ASO group health contracts. However, the
                         Company does earn fee and other income related to these contracts. Segregated funds, mutual funds and ASO
                         contracts are an important aspect of the overall business of the Company and should be considered when
                         comparing volumes, size and trends.


                         Additional information relating to Lifeco, including Lifeco's most recent financial statements, CEO/CFO certification
                         and Annual Information Form are available at www.sedar.com.




                                                                                                30


                             C 28                                 P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                     SUMMARIES OF CONSOLIDATED OPERATIONS (unaudited)
                                                    (in $ millions except per share amounts)

                                                                                                                    For the three months ended
                                                                                                               March 31     December 31    March 31
                                                                                                                2010            2009         2009
Income
  Premium income                                                                                         $                4,610 $   4,324 $      4,709
  Net investment income (note 2)
    Regular net investment income                                                                                         1,422     1,461         1,511
    Changes in fair value on held for trading assets                                                                      1,502     (549)       (1,967)
  Total net investment income                                                                                             2,924       912         (456)
  Fee and other income                                                                                                      736       765           680
                                                                                                                          8,270     6,001         4,933
Benefits and expenses
  Policyholder benefits                                                                                                   3,888     3,915         4,609
  Policyholder dividends and experience refunds                                                                             383       328           398
  Change in actuarial liabilities                                                                                         2,300        40       (1,641)
  Total paid or credited to policyholders                                                                                 6,571     4,283         3,366

  Commissions                                                                                                              363       391             307




                                                                                                                                                            GREAT-WEST LIFECO INC.
  Operating expenses                                                                                                       630       673             663
  Premium taxes                                                                                                             65        65              55
  Financing charges (note 4)                                                                                                69        62              75
  Amortization of finite life intangible assets                                                                             23        21              22
Income before income taxes                                                                                                 549        506            445
Income taxes - current                                                                                                       1      (162)             82
                 - future                                                                                                   85        209             (4)
Net income before non-controlling interests                                                                                463        459            367
Non-controlling interests                                                                                                    2         (4)            24
Net income                                                                                                                 461        463            343
Perpetual preferred share dividends                                                                                         20         20             17
Net income - common shareholders                                                                         $                 441 $      443 $          326

Earnings per common share (note 9)
  Basic                                                                                                  $                0.466 $   0.468 $      0.345
  Diluted                                                                                                $                0.465 $   0.467 $      0.345




                                                                                31



                               P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                       C 29
                                                    CONSOLIDATED BALANCE SHEETS (unaudited)
                                                                                       (in $ millions)

                                                                                                                   March 31                      December 31            March 31
                                                                                                                    2010                            2009                 2009
                         Assets
                         Bonds (note 2)                                                                      $               65,862 $                        66,147 $       66,715
                         Mortgage loans (note 2)                                                                             16,270                          16,684         17,312
                         Stocks (note 2)                                                                                      6,681                           6,442          5,459
                         Real estate (note 2)                                                                                 2,971                           3,099          3,257
                         Loans to policyholders                                                                               6,824                           6,957          7,842
                         Cash and cash equivalents                                                                            3,237                           3,427          2,979
                         Funds held by ceding insurers                                                                       10,130                          10,839         10,820
                         Goodwill                                                                                             5,403                           5,406          5,431
                         Intangible assets                                                                                    3,168                           3,238          3,582
                         Other assets                                                                                         6,296                           6,130          6,199
                         Total assets                                                                        $              126,842 $                       128,369 $      129,596

                         Liabilities
                         Policy liabilities
                           Actuarial liabilities                                                             $               96,759 $                        98,059 $       97,245
                           Provision for claims                                                                               1,275                           1,308          1,432
GREAT-WEST LIFECO INC.




                           Provision for policyholder dividends                                                                 618                             606            651
                           Provision for experience rating refunds                                                              239                             317            233
                           Policyholder funds                                                                                 2,450                           2,361          2,449
                                                                                                                            101,341                         102,651        102,010
                         Debentures and other debt instruments                                                                4,222                           4,142          3,960
                         Funds held under reinsurance contracts                                                                 319                             186            191
                         Other liabilities                                                                                    4,283                           4,608          5,594
                         Repurchase agreements                                                                                  737                             532            521
                         Deferred net realized gains                                                                            124                             133            153
                                                                                                                            111,026                         112,252        112,429
                         Preferred shares (note 5)                                                                          -                                  203             748
                         Capital trust securities and debentures                                                                    538                        540             755
                         Non-controlling interests
                           Participating account surplus in subsidiaries                                                        1,999                         2,004          2,022
                           Preferred shares issued by subsidiaries                                                                157                           157            157
                           Perpetual preferred shares issued by subsidiaries                                                      147                           147            148
                           Non-controlling interests in capital stock and surplus                                                  68                            63             38
                         Share capital and surplus
                         Share capital (note 5)
                           Perpetual preferred shares                                                                          1,647                           1,497         1,328
                           Common shares                                                                                       5,782                           5,751         5,737
                         Accumulated surplus                                                                                   7,514                           7,367         6,941
                         Accumulated other comprehensive loss                                                                (2,089)                         (1,664)         (754)
                         Contributed surplus                                                                                      53                              52            47
                                                                                                                             12,907                          13,003         13,299
                         Total liabilities, share capital and surplus                                        $              126,842 $                       128,369 $      129,596




                                                                                               32



                            C 30                                 P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                    CONSOLIDATED STATEMENTS OF SURPLUS (unaudited)
                                                                       (in $ millions)

                                                                                                                         For the three months
                                                                                                                           ended March 31
                                                                                                                         2010            2009
Accumulated surplus
Balance, beginning of year                                                                                           $       7,367 $          6,906
Net income                                                                                                                     461              343
Share issue costs                                                                                                               (3)       -
Dividends to shareholders
    Perpetual preferred shareholders                                                                                           (20)             (17)
    Common shareholders                                                                                                      (291)            (291)
Balance, end of period                                                                                               $       7,514 $          6,941

Accumulated other comprehensive loss, net of income taxes
Balance, beginning of year                                                                                           $     (1,664) $            (787)
Other comprehensive income (loss)                                                                                            (425)                 33
Balance, end of period                                                                                               $     (2,089) $            (754)

Contributed surplus




                                                                                                                                                        GREAT-WEST LIFECO INC.
Balance, beginning of year                                                                                           $         52 $               44
Stock option expense
    Current period expense (note 7)                                                                                             1                  3
Balance, end of period                                                                                               $         53 $               47




                                                                              33



                          P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                       C 31
                                   SUMMARIES OF CONSOLIDATED COMPREHENSIVE INCOME (unaudited)
                                                                                      (in $ millions)

                                                                                                                                                           For the three months
                                                                                                                                                             ended March 31
                                                                                                                                                             2010        2009

                         Net income                                                                                                                        $       461 $    343

                         Other comprehensive income (loss)
                           Unrealized foreign exchange gains (losses) on translation of
                             foreign operations                                                                                                                (479)        182
                           Unrealized gains (losses) on available for sale assets                                                                                    54    (127)
                             Income tax (expense) benefit                                                                                                          (15)       27
                           Realized (gains) losses on available for sale assets                                                                                    (13)     (15)
                             Income tax (expense) benefit                                                                                                             3        3
                           Unrealized gains (losses) on cash flow hedges                                                                                             34     (82)
                             Income tax (expense) benefit                                                                                                          (12)       29
                           Realized (gains) losses on cash flow hedges                                                                                         -             19
GREAT-WEST LIFECO INC.




                             Income tax (expense) benefit                                                                                                      -             (7)
                           Non-controlling interests                                                                                                               3          4
                                                                                                                                                               (425)         33
                         Comprehensive income                                                                                                              $      36 $      376




                                                                                              34



                            C 32                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                    CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)
                                                                          (in $ millions)

                                                                                                                            For the three months
                                                                                                                              ended March 31
                                                                                                                             2010          2009
Operations
  Net income                                                                                                            $        461 $           343
  Adjustments:
   Change in policy liabilities                                                                                                 2,323      (1,589)
   Change in funds held by ceding insurers                                                                                          63         144
   Change in funds held under reinsurance contracts                                                                               153           (8)
   Change in current income taxes payable                                                                                         (64)       (107)
   Future income tax expense                                                                                                        85          (4)
   Changes in fair value of financial instruments                                                                             (1,504)        1,968
   Other                                                                                                                        (320)             8
  Cash flows from operations                                                                                                    1,197          755

Financing Activities
  Issue of common shares                                                                                                           31              1
  Issue of preferred shares                                                                                                       150       -
  Redemption of preferred shares                                                                                                (200)       -
  Increase in line of credit in subsidiary                                                                                        120            100
  Repayment of debentures and other debt instruments                                                                               (3)            (2)




                                                                                                                                                        GREAT-WEST LIFECO INC.
  Share issue costs                                                                                                                (3)      -
  Dividends paid                                                                                                                (311)           (308)
                                                                                                                                (216)           (209)

Investment Activities
   Bond sales and maturities                                                                                                    4,584        4,997
   Mortgage loan repayments                                                                                                        394         419
   Stock sales                                                                                                                     449         622
   Real estate sales                                                                                                           -                  7
   Change in loans to policyholders                                                                                            -               (46)
   Change in repurchase agreements                                                                                                 221         184
   Investment in bonds                                                                                                        (5,614)      (5,579)
   Investment in mortgage loans                                                                                                  (290)       (190)
   Investment in stocks                                                                                                          (622)       (793)
   Investment in real estate                                                                                                      (57)         (65)
                                                                                                                                 (935)       (444)

Effect of changes in exchange rates on cash and cash equivalents                                                                (236)             27

Increase (decrease) in cash and cash equivalents                                                                                (190)            129

Cash and cash equivalents, beginning of period                                                                                 3,427        2,850

Cash and cash equivalents, end of period                                                                                $      3,237 $      2,979




                                                                                 35



                             P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                    C 33
                         Notes to Consolidated Financial Statements (unaudited)
                         (in $ millions except per share amounts)


                         1. Basis of Presentation and Summary of Accounting Policies
                             The interim unaudited consolidated financial statements of Great-West Lifeco Inc. (Lifeco or the Company) at
                             March 31, 2010 have been prepared in accordance with Canadian generally accepted accounting principles,
                             using the same accounting policies and methods of computation followed in the consolidated financial
                             statements for the year ended December 31, 2009. During the first quarter, 2010 the Company did not adopt
                             any changes in accounting policy that resulted in a material impact to the financial statements of the Company.
                             These interim consolidated financial statements should be read in conjunction with the consolidated financial
                             statements and notes thereto in the Company’s annual report dated December 31, 2009.

                             The preparation of financial statements in conformity with Canadian generally accepted accounting principles
                             requires management to make estimates and assumptions that affect the reported amounts of assets and
                             liabilities and disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts
                             of revenues and expenses during the reporting period. The valuation of policy liabilities, certain financial assets
                             and liabilities, goodwill and indefinite life intangible assets, income taxes and pension plans and other post
                             retirement benefits are the most significant components of the Company’s financial statements subject to
                             management estimates.
GREAT-WEST LIFECO INC.




                             The year to date results of the Company reflect management’s judgments regarding the impact of prevailing
                             global credit, equity and foreign exchange market conditions. Financial instrument carrying values currently
                             reflect the illiquidity of the markets and the liquidity premiums embedded in the market pricing methods the
                             Company relies upon.

                             The estimation of policy liabilities relies upon investment credit ratings. The Company's practice is to use third
                             party independent credit ratings where available. Credit rating changes may lag developments in the current
                             environment. Subsequent credit rating adjustments will impact policy liabilities.

                             (a)Future Accounting Policies
                                International Financial Reporting Standards (IFRS)
                                The Canadian Accounting Standards Board has mandated that all Canadian publicly accountable entities
                                are required to transition from Canadian generally accepted accounting principles (GAAP) to IFRS for fiscal
                                years beginning on or after January 1, 2011. Consequently, the Company will adopt IFRS in its quarterly
                                and annual reports starting with the first quarter of 2011 and will provide corresponding comparative
                                information for 2010.

                                The Company continues to evaluate the financial statement impact of transitioning from Canadian GAAP to
                                IFRS and the related effect on its information systems and processes. Until this effort is complete, the
                                impact of adopting IFRS and the related effects on the Company’s consolidated financial statements cannot
                                be reasonably determined.

                                The IFRS standard that deals with the measurement of insurance contracts, also referred to as Phase II
                                Insurance Contracts, is currently being developed and a final accounting standard is not expected to be
                                implemented for several years. As a result, the Company will continue to measure insurance liabilities using
                                CALM until such time when a new IFRS standard for insurance contract measurement is issued.
                                Consequently, the evolving nature of IFRS will likely result in additional accounting changes, some of which
                                may be significant, in the years following the Company’s initial transition to IFRS.



                                                                                                  36



                             C 34                                   P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
2. Portfolio Investments
   (a) Carrying values and estimated market values of portfolio investments are as follows:

                                                                                           March 31, 2010
                                                                                                                                       Total
                           Held-for-             Available-for- Loans and                                                             carrying       Total fair
                            trading                  sale       receivables                                       Other                value          value

     Bonds             $          51,716 $                        5,157 $                     8,989 $                  -          $       65,862 $        66,230

     Mortgage loans              -                            -                            16,270                      -                  16,270          16,663

     Stocks                          5,256                        1,098                   -                                 327            6,681           6,764

     Real estate                 -                            -                           -                                2,971           2,971           2,997
                       $          56,972 $                        6,255 $                  25,259 $                        3,298 $        91,784 $        92,654



                                                                                   December 31, 2009
                           Held-for-              Available-for-                 Loans and                                        Total carrying




                                                                                                                                                                    GREAT-WEST LIFECO INC.
                            trading                   sale                      receivables     Other                                 value      Total fair value

     Bonds             $          52,362 $                        4,620 $                     9,165 $                  -          $       66,147 $        66,403

     Mortgage loans              -                            -                            16,684                      -                  16,684          16,891

     Stocks                          4,928                        1,186                   -                                 328            6,442           6,503

     Real estate                 -                            -                           -                                3,099           3,099           3,053
                       $          57,290 $                        5,806 $                  25,849 $                        3,427 $        92,372 $        92,850


                                                                                      March 31, 2009
                           Held-for-              Available-for-                 Loans and                                        Total carrying
                            trading                   sale                      receivables       Other                               value      Total fair value

     Bonds             $          51,552 $                        5,424 $                     9,739 $                  -          $       66,715 $        66,404

     Mortgage loans              -                            -                            17,312                      -                  17,312          17,309

     Stocks                          3,712                        1,418                   -                                 329            5,459           5,406

     Real estate                 -                            -                           -                                3,257           3,257           2,993
                       $          55,264 $                        6,842 $                  27,051 $                        3,586 $        92,743 $        92,112




                                                                               37



                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                   C 35
                         (b) Included in portfolio investments are the following:

                            (i) Impaired investments
                                                                                                                                          March 31, 2010
                                                                                                             Gross                                                   Carrying
                                                                                                             amount                          Impairment              amount
                                Impaired amounts by type (1)
                                  Held for trading                                                  $                        590 $                        (290) $               300
                                  Available for sale                                                                          57                           (38)                  19
                                  Loans and receivables                                                                      169                           (93)                  76
                                Total                                                               $                        816 $                        (421) $               395


                                                                                                                                      December 31, 2009
                                                                                                              Gross                                                  Carrying
                                                                                                             amount                           Impairment             amount
                                Impaired amounts by type (1)
                                  Held for trading                                                  $                        517 $                        (278) $               239
                                  Available for sale                                                                          55                           (36)                  19
                                  Loans and receivables                                                                      151                           (81)                  70
                                Total                                                               $                        723 $                        (395) $               328
GREAT-WEST LIFECO INC.




                                                                                                                                          March 31, 2009
                                                                                                              Gross                                                  Carrying
                                                                                                             amount                           Impairment             amount
                                Impaired amounts by type (1)
                                  Held for trading                                                  $                        162 $                        (145) $                17
                                  Available for sale                                                                          16                           (16)         -
                                  Loans and receivables                                                                      158                           (80)                 78
                                Total                                                               $                        336 $                        (241) $               95

                                Impaired investments include $52 gross amount of capital securities that have deferred coupons on a
                                non-cumulative basis.
                                (1)
                                      Excludes amounts in funds held by ceding insurers of $9 and impairment of $(2) at March 31, 2010
                                      and $10 and $(4) at December 31, 2009 and $15 and $(14) at March 31, 2009.

                            (ii) The Company holds investments with restructured terms or which have been exchanged for securities
                                 with amended terms. These investments are performing according to their new terms. Their carrying
                                 value is as follows:

                                                                                                                         March 31                  December 31       March 31
                                                                                                                          2010                        2009            2009

                                Bonds                                                                               $                    24 $                 36 $              35
                                Bonds with equity conversion features                                                                   166                  169            -
                                Mortgages                                                                                                 1                    1                 1
                                                                                                                    $                   191 $                206 $              36




                                                                                             38



                         C 36                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
(iii) Included in net income is the impact of other than temporary impairment (OTTI) as follows:


                                                                          For the three months ended March 31, 2010
                                                      Held-for-              Available-    Loans and
                                                       trading                for-sale    receivables   Other                          Total
   Impact on OTTI
      - Assets carried at market
        value                     $                                 (44) $               -               $      -          $   -   $          (44)
      - Transfer from other
        comprehensive income                                  -                                  (4)            -              -               (4)
   Gross impairment charges                                         (44)                         (4)            -              -              (48)
   Release of actuarial default
     provision and other                                               59                -                      -              -               59
   Net impairment (charges)
     recovery before income taxes $                                    15 $                      (4) $          -          $   -   $           11

   Net impairment (charges)
    recovery after income taxes                                                                                                    $            9

                                                                            For the three months ended March 31, 2009




                                                                                                                                                     GREAT-WEST LIFECO INC.
                                                       Held-for-              Available-     Loans and
                                                        trading                for-sale     receivables    Other                       Total
   Impact on OTTI
      - Assets carried at market
        value                       $                                 (7) $              -               $      -          $   -   $           (7)
      - Assets carried at amortized
        cost                                                  -                          -                          (19)       -              (19)
   Gross impairment charges                                           (7)                -                          (19)       -              (26)
   Release of actuarial default
     provision and other                                      -                          -                      -              -         -
   Net impairment (charges)
     recovery before income taxes $                                   (7) $              -               $          (19) $     -   $          (26)

   Net impairment (charges)
    recovery after income taxes                                                                                                    $          (19)




                                                                         39



                     P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                          C 37
                         (c) Net investment income is comprised of the following:

                           For the three months                                           Mortgage                                            Real
                           ended March 31, 2010                     Bonds                  loans                    Stocks                   estate              Other         Total

                           Regular net investment income:
                            Investment income earned            $            937 $                    221 $                     43 $                      45 $         166 $     1,412
                            Net realized gains (losses)
                             (available for sale)                                 4               -                               8               -                -                   12
                            Net realized gains (losses)
                             (other classifications)                            10                        3               -                       -                -                   13
                            Amortization of net
                              realized/unrealized gains
                             (non-financial instruments)                 -                        -                       -                               2        -                  2
                            Other income and expenses                    -                        -                       -                       -                    (17)        (17)
                                                                             951                      224                       51                        47           149       1,422
                           Changes in fair value on held for
                           trading assets:
                             Net realized/unrealized gains
                             (losses) (classified held for
                             trading)                                           15                -                       -                       -                -                   15
GREAT-WEST LIFECO INC.




                             Net realized/unrealized gains
                              (losses) (designated held for
                              trading)                                    1,335                   -                           158                 -                     (6)      1,487
                                                                          1,350                   -                           158                 -                     (6)      1,502
                           Net investment income                $         2,301 $                     224 $                   209 $                       47 $         143 $     2,924




                                                                                             40



                         C 38                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
     For the three months                                                     Mortgage                                     Real
     ended March 31, 2009                               Bonds                  loans                    Stocks            estate          Other           Total

     Regular net investment income:
      Investment income earned                     $         1,064 $                     235 $                     44 $            45 $           70 $      1,458
      Net realized gains (losses)
       (available for sale)                                        16                -                             (1)      -               -                     15
      Net realized gains (losses)
       (other classifications)                                    (3)                        4                     76       -               -                     77
      Amortization of net
        realized/unrealized gains
       (non-financial instruments)                           -                       -                       -                  (4)         -                     (4)
      Net (provision) recovery for credit
       losses (loans and receivables)                          (12)                        (7)               -              -               -                 (19)
      Other income and expenses                              -                       -                       -              -                   (16)          (16)
                                                             1,065                       232                     119               41             54        1,511
     Changes in fair value on held for
     trading assets:
       Net realized/unrealized gains
        (losses) (classified held for
        trading)                                                     9               -                       -              -               -                      9




                                                                                                                                                                        GREAT-WEST LIFECO INC.
       Net realized/unrealized gains
        (losses) (designated held for
        trading)                                          (1,794)                    -                        (175)         -                     (7)     (1,976)
                                                          (1,785)                    -                        (175)         -                     (7)     (1,967)
     Net investment income                         $        (720) $                      232 $                 (56) $              41 $           47 $      (456)

      Investment income earned is comprised of income from investments that are classified or designated as
      held for trading, classified as available for sale and classified as loans and receivables.


3. Risk Management
   The Company has policies relating to the identification, measurement, monitoring, mitigating, and controlling 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). Our risk governance structure and risk management
   approach have not substantially changed from that described in our 2009 Annual Report. Certain risks have
   been outlined below. For a complete discussion of our risk governance structure and our risk management
   approach, see the "Financial Instrument Risk Management" note in the Company's consolidated financial
   statements dated December 31, 2009.

   The Company has also 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 Board of Directors reviews and approves all capital transactions
   undertaken by management.




                                                                                41



                              P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                   C 39
                         (a) Credit Risk
                            Credit risk is the risk of financial loss resulting from the failure of debtors making payments when due.

                            (i) Concentration of Credit Risk
                                Concentrations of credit risk arise from exposures to a single debtor, a group of related debtors or
                                groups of debtors that have similar credit risk characteristics in that they operate in the same geographic
                                region or in similar industries.

                                The following table provides details of the carrying value of bonds by industry sector and geographic
                                distribution:
                                                                                                 March 31, 2010

                                                                                            Canada                  United States                         Europe          Total
                                Bonds issued or guaranteed by:
                                  Canadian federal government                         $               2,835 $                               1 $                    13 $      2,849
                                  Provincial, state and municipal
                                   governments                                                        5,155                          1,513                         55        6,723
                                  U.S. Treasury and other U.S.
                                   agencies                                                             305                          2,623                      749          3,677
                                  Other foreign governments                                             133                      -                            5,895          6,028
GREAT-WEST LIFECO INC.




                                  Government related                                                    785                      -                            1,273          2,058
                                  Sovereign                                                             698                              4                      638          1,340
                                  Asset-backed securities                                             2,602                          3,300                      812          6,714
                                  Residential mortgage backed
                                   securities                                                           49                             810                       78            937
                                  Banks                                                              2,414                             469                    2,237          5,120
                                  Other financial institutions                                       1,032                           1,345                    1,425          3,802
                                  Basic materials                                                      149                             530                      194            873
                                  Communications                                                       596                             264                      477          1,337
                                  Consumer products                                                  1,470                           1,400                    1,522          4,392
                                  Industrial products/services                                         535                             614                      181          1,330
                                  Natural resources                                                  1,050                             663                      441          2,154
                                  Real estate                                                          601                       -                            1,187          1,788
                                  Transportations                                                    1,427                           571                        550          2,548
                                  Utilities                                                          3,102                         2,174                      2,569          7,845
                                  Miscellaneous                                                      1,569                           564                        184          2,317
                                  Total long term bonds                                             26,507                        16,845                     20,480         63,832
                                  Short term bonds                                                   1,170                           690                        170          2,030
                                                                                      $             27,677 $                      17,535 $                   20,650 $       65,862




                                                                                             42



                         C 40                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
                                                                                                       December 31, 2009

                                                                     Canada                   United States              Europe          Total
Bonds issued or guaranteed by:
  Canadian federal government                                 $                2,264 $                             1 $            14 $      2,279
  Provincial, state and municipal
   governments                                                                 4,917                            1,333             55        6,305
  U.S. Treasury and other U.S.
   agencies                                                                      240                            2,620          758          3,618
  Other foreign governments                                                      104                        -                5,773          5,877
  Government related                                                             778                        -                1,372          2,150
  Sovereign                                                                      783                                4          762          1,549
  Asset-backed securities                                                      2,636                            3,306          851          6,793
  Residential mortgage backed
   securities                                                                   46                                842           60            948
  Banks                                                                      2,201                                453        2,299          4,953
  Other financial institutions                                               1,021                              1,336        1,507          3,864
  Basic materials                                                              151                                571          198            920
  Communications                                                               598                                276          473          1,347
  Consumer products                                                          1,384                              1,351        1,664          4,399
  Industrial products/services                                                 516                                651          206          1,373




                                                                                                                                                    GREAT-WEST LIFECO INC.
  Natural resources                                                          1,000                                710          581          2,291
  Real estate                                                                  559                          -                1,216          1,775
  Transportations                                                            1,414                             585             594          2,593
  Utilities                                                                  3,008                           2,172           2,702          7,882
  Miscellaneous                                                              1,489                             562             182          2,233
  Total long term bonds                                                     25,109                          16,773          21,267         63,149
  Short term bonds                                                           2,406                             455             137          2,998
                                                              $             27,515 $                        17,228 $        21,404 $       66,147




                                                                     43



                 P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                C 41
                                                                                                                                March 31, 2009

                                                                                          Canada                   United States                        Europe          Total
                                Bonds issued or guaranteed by:
                                  Canadian federal government                       $               2,216 $                               2 $                    10 $      2,228
                                  Provincial, state and municipal
                                   governments                                                      4,559                          1,513                         79        6,151
                                  U.S. Treasury and other U.S.
                                   agencies                                                           314                          3,759                      944          5,017
                                  Other foreign governments                                           154                      -                            6,537          6,691
                                  Government related                                                  735                      -                            1,265          2,000
                                  Sovereign                                                           752                              7                      912          1,671
                                  Asset-backed securities                                           2,640                          3,586                      851          7,077
                                  Residential mortgage backed
                                   securities                                                         88                           1,046                       67          1,201
                                  Banks                                                            2,081                             402                    2,006          4,489
                                  Other financial institutions                                       956                           1,088                    1,387          3,431
                                  Basic materials                                                    147                             590                      200            937
                                  Communications                                                     573                             352                      402          1,327
                                  Consumer products                                                1,369                           1,336                    1,657          4,362
                                  Industrial products/services                                       613                             737                      273          1,623
GREAT-WEST LIFECO INC.




                                  Natural resources                                                  906                             585                      571          2,062
                                  Real estate                                                        493                       -                            1,194          1,687
                                  Transportations                                                  1,297                           646                        681          2,624
                                  Utilities                                                        2,794                         2,086                      2,536          7,416
                                  Miscellaneous                                                    1,356                           438                        183          1,977
                                  Total long term bonds                                           24,043                        18,173                     21,755         63,971
                                  Short term bonds                                                 1,997                           578                        169          2,744
                                                                                    $             26,040 $                      18,751 $                   21,924 $       66,715




                                                                                           44



                         C 42                                P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
(ii) Asset Quality
   Bond Portfolio Quality
                                                                                       March 31                   December 31         March 31
                                                                                        2010                         2009              2009

   AAA                                                                         $                    22,481 $            21,754 $              24,668
   AA                                                                                               10,540              10,585                10,555
   A                                                                                                19,333              19,332                18,284
   BBB                                                                                              10,100              10,113                 9,889
   BB and lower                                                                                      1,378               1,365                   575
                                                                                                    63,832              63,149                63,971
   Short term bonds                                                                                  2,030               2,998                 2,744
   Total bonds                                                                 $                    65,862 $            66,147 $              66,715


   Derivative Portfolio Quality
                                                                                       March 31                   December 31         March 31
                                                                                        2010                         2009              2009
   Over-the-counter contracts (counterparty
   ratings):
   AAA                                                                         $                           3 $               5 $                   6




                                                                                                                                                       GREAT-WEST LIFECO INC.
   AA                                                                                                    404               338                   135
   A                                                                                                     433               374                   343
   Total                                                                       $                         840 $             717 $                 484

(iii)Loans Past Due, But Not Impaired
   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 table provides carrying values of the loans past due, but not impaired:


                                                                                       March 31                   December 31         March 31
                                                                                        2010                         2009              2009

   Less than 30 days                                                           $                            3 $             45 $                  61
   30 - 90 days                                                                                             2                6                    34
   90 days and greater                                                                                      8                9                     3
   Total                                                                       $                           13 $             60 $                  98

(iv)Performing Securities Subject to Deferred Coupons
                                                                                                            Payment Resumption Date
                                                                                                      < 1 year    1 to 2 years  > 2 years

   Coupon payment receivable                                                                    $            -      $           2 $       -




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                      P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                           C 43
                         (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.
                               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 the capital markets.

                         (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.

                            (i) Currency Risk
                                Currency risk relates to the Company operating in different currencies and converting non-Canadian
                                earnings at different points in time at different foreign exchange levels when adverse changes in foreign
                                currency exchange rates occur. If the assets backing policy liabilities are not matched by currency,
                                changes in foreign exchange rates can expose the Company to the risk of foreign exchange losses not
GREAT-WEST LIFECO INC.




                                offset by liability decreases.
                                    A 10% weakening of the Canadian dollar against foreign currencies would be expected to increase
                                    non-participating policy liabilities and their supporting assets by approximately the same amount
                                    resulting in an immaterial change to net income. A 10% strengthening of the Canadian dollar against
                                    foreign currencies would be expected to decrease non-participating policy liabilities and their
                                    supporting assets by approximately the same amount resulting in an immaterial change in net
                                    income.

                            (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.

                                Projected cash flows from the current assets and liabilities are used in CALM to determine policy
                                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 policy liabilities cover a range of possible outcomes. Margins are reviewed periodically for
                                continued appropriateness.

                                Testing under several interest rate scenarios (including increasing and decreasing rates) is done to
                                assess reinvestment risk.

                                One way of measuring the interest rate risk associated with this assumption is to determine the effect on
                                the policy liabilities impacting the shareholder income of the Company of a 1% immediate parallel shift in
                                the yield curve. These interest rate changes will impact the projected cash flows.
                                   The effect of an immediate 1% parallel increase in the yield curve would be to increase these policy
                                   liabilities by approximately $48 causing a decrease in net income of approximately $35.



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                         C 44                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
       The effect of an immediate 1% parallel decrease in the yield curve would be to increase these policy
       liabilities by approximately $167 causing a decrease in net income of approximately $113.

   In addition to above, if this change in the yield curve persisted for an extended period the range of the
   tested scenarios might change. The effect of an immediate 1% parallel decrease or increase in the yield
   curve persisting for a year would have immaterial additional effects on the reported policy liability.

(iii) Equity Risk
   Equity risk is the uncertainty associated with the valuation of assets arising from changes in equity
   markets. To mitigate price 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 consisting of purchasing equity futures, currency forwards, and interest
   rate swaps. For policies with segregated fund guarantees, the Company generally determines policy
   liabilities at a CTE75 (conditional tail expectation of 75) level.

   Some policy liabilities are supported by real estate, 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 market values. There will be additional impacts on these liabilities as equity market
   values fluctuate. A 10% increase in equity markets would be expected to additionally decrease
   non-participating policy liabilities by approximately $38 causing an increase in net income of
   approximately $28. A 10% decrease in equity markets would be expected to additionally increase




                                                                                                                      GREAT-WEST LIFECO INC.
   non-participating policy liabilities by approximately $71 causing a decrease in net income of
   approximately $51.

   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 policy liabilities by approximately $325 causing an increase in net income of
   approximately $237. A 1% decrease in the best estimate assumption would be expected to increase
   non-participating policy liabilities by approximately $372 causing a decrease in net income of
   approximately $269.




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                    P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0   C 45
                         4. Financing Charges
                            Financing charges consist of the following:
                                                                                                                                                            For the three months
                                                                                                                                                              ended March 31
                                                                                                                                                              2010        2009

                            Operating charges:
                             Interest on long-term debentures and other debt instruments                                                                    $        1 $              1

                            Financial charges:
                             Interest on long-term debentures and other debt instruments                                                                            56            52
                             Dividends on preferred shares classified as liabilities                                                                                 2             9
                             Net realized/unrealized losses (gains) on preferred shares classified as held for
                              trading                                                                                                                               (2)            1
                             Other                                                                                                                                    4            2
                             Net interest on capital trust debentures and securities                                                                                  8           10
                                                                                                                                                                    68            74
                            Total                                                                                                                           $       69 $          75
GREAT-WEST LIFECO INC.




                         5. Share Capital
                            (a) Preferred Shares
                               On March 4, 2010 the Company issued 6,000,000 Series M, 5.80% Non-Cumulative First Preferred Shares
                               at $25 per share. The shares are redeemable at the option of the Company on or after March 31, 2015 for
                               $25 per share plus a premium if redeemed prior to March 31, 2019, in each case with all declared and
                               unpaid dividends to but excluding the date of redemption.

                               On March 31, 2010 the Company redeemed all of the remaining outstanding Series D First Preferred shares
                               at a redemption price of $25.25 per share. The Company had designated outstanding Preferred Shares
                               Series D as held for trading on the Consolidated Balance Sheets with changes in fair value reported in the
                               Summaries of Consolidated Operations. In connection with the transaction the Company recognized
                               unrealized gains of $2 in the Summaries of Consolidated Operations. As a result the Company no longer
                               has any outstanding preferred shares classified as liabilities.

                            (b) Common Shares
                               Issued and outstanding
                                                               March 31, 2010                                 December 31, 2009                                March 31, 2009
                                                                           Carrying                                         Carrying                                       Carrying
                                                            Number          value                            Number          value                          Number           value
                               Common shares:
                               Balance, beginning of year   945,040,476      $            5,751               943,882,505           $           5,736       943,882,505   $     5,736
                               Issued under stock option
                                 plan (exercised)             2,369,420                      31                 1,157,971                          15           143,215             1
                               Balance, end of period       947,409,896      $            5,782               945,040,476           $           5,751       944,025,720   $     5,737




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                            C 46                                 P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
6. Capital Management
   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.

   Since the timing of available funds cannot always be matched precisely to commitments, imbalances may arise
   when demands for funds exceed those on hand. Also, a demand for funds may arise as a result of the
   Company taking advantage of current investment opportunities. The sources of the funds that may be required
   in such situations include bank financing and the issuance of debentures and equity securities.

   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 of the Company and its operating subsidiaries will also take into account the views expressed
   by the various credit rating agencies that provide financial strength and other ratings to the Company.

   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 Minimum Continuing
   Capital and Surplus Requirements (MCCSR).




                                                                                                                                                          GREAT-WEST LIFECO INC.
   For Canadian regulatory reporting purposes, capital is defined by OSFI in its MCCSR guideline. The following
   table provides the MCCSR information and ratios for Great-West Life:

                                                                                                     March 31               December 31      March 31
                                                                                                      2010                     2009           2009
   Capital Available:
   Net Tier 1 Capital                                                                          $                  6,907 $          7,014 $        6,426

   Tier 2 Capital Allowed                                                                                         1,723            1,856          2,342

   Total Available Capital                                                                     $                  8,630 $          8,870 $        8,768

   Capital Required:
   Total Capital Required                                                                      $                  4,263 $          4,354 $        4,268
   MCCSR ratios:
   Tier 1                                                                                                         162%             161%           151%
   Total                                                                                                          202%             204%           205%

   In the United States, GWL&A is subject to comprehensive state and federal regulation and supervision. The
   National Association of Insurance Commissioners (NAIC) has adopted risk-based capital rules and other
   financial ratios for U.S. life insurance companies. At December 31, 2009, the Risk-Based Capital (RBC) ratio
   for GWL&A was 476% of the Company Action Level.

   As at March 31, 2010 and 2009 the Company maintained capital levels above the minimum local requirements
   in its other foreign operations.




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                            The Company is both a user and a provider of reinsurance, including both traditional reinsurance, which is
                            undertaken primarily to mitigate against assumed insurance risks, and financial or finite reinsurance, under
                            which the amount of insurance risk passed to the reinsurer or its reinsureds may be more limited. The
                            Company is required to put amounts on deposit for certain reinsurance transactions. These amounts on
                            deposit are presented in funds held by ceding insurers on the Consolidated Balance Sheets. Some of these
                            amounts on deposit support surplus.


                         7. Stock Based Compensation
                            863,000 options were granted under the Company’s stock option plan for the three months ended March 31,
                            2010, (No options were granted during the first quarter of 2009). The weighted fair value of options granted
                            during the three months ended March 31, 2010 was $4.34 per option. Compensation expense of $1 after-tax
                            has been recognized in the Summaries of Consolidated Operations for the three months ended March 31, 2010
                            ($3 after-tax for the three months ended March 31, 2009).



                         8. Pension Plans and Other Post-Retirement Benefits
                            The total benefit costs included in operating expenses are as follows:

                                                                                                                                                               For the three months
GREAT-WEST LIFECO INC.




                                                                                                                                                                 ended March 31
                                                                                                                                                               2010           2009

                            Pension benefits                                                                                                           $             16 $              16
                            Other benefits                                                                                                                            3                 3
                            Total                                                                                                                      $             19 $              19


                         9. Earnings per Common Share
                            The following table provides the reconciliation between basic and diluted earnings per common share:
                                                                                                                                                               For the three months
                                                                                                                                                                 ended March 31
                                                                                                                                                               2010           2009
                            Earnings
                            Net income                                                                                                                 $            461 $             343
                            Perpetual preferred share dividends                                                                                                      20                17
                            Net income - common shareholders                                                                                           $            441 $             326

                            Number of common shares
                            Average number of common shares outstanding                                                                                      946,097,743     943,916,502
                            Add:
                                 - Potential exercise of outstanding stock options                                                                             1,812,421         303,303
                            Average number of common shares outstanding - diluted basis                                                                      947,910,164     944,219,805

                            Basic earnings per common share                                                                                            $           0.466 $         0.345

                            Diluted earnings per common share                                                                                          $           0.465 $         0.345



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                            C 48                                  P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0
10. Segmented Information
   Consolidated Operations
   For the three months ended March 31, 2010
                                                                                                      United                             Lifeco
                                                                             Canada                   States               Europe       Corporate        Total
   Income:
    Premium income                                                       $          2,268 $                    826 $         1,516 $        -       $      4,610
    Net investment income
     Regular net investment income                                                     619                     334             468              1          1,422
     Changes in fair value on held for trading
     assets                                                                           421                     292              789          -              1,502
    Total net investment income                                                     1,040                     626            1,257              1          2,924
    Fee and other income                                                              256                     317              163          -                736
   Total income                                                                     3,564                   1,769            2,936              1          8,270
   Benefits and expenses:
   Paid or credited to policyholders                                                2,680                   1,290            2,601          -              6,571
   Other                                                                              587                     378              162          -              1,127
   Amortization of finite life intangible assets                                        9                      12                2          -                 23
   Income before income taxes                                                          288                       89            171              1              549
   Income taxes                                                                          39                      20             26              1                86




                                                                                                                                                                      GREAT-WEST LIFECO INC.
   Net income before non-controlling
   interests                                                                           249                       69            145          -                  463
   Non-controlling interests                                                             (1)                           1            2       -                    2
   Net Income                                                                          250                       68            143          -                  461
   Perpetual preferred share dividends                                                   17                -                        3       -                    20
   Net income - common shareholders                                      $             233 $                     68 $          140 $        -       $          441




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                            P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0                                    C 49
                         For the three months ended March 31, 2009
                                                                                                                    United                                      Lifeco
                                                                                           Canada                   States                 Europe              Corporate         Total
                         Income:
                          Premium income                                               $         2,074 $                     955 $               1,680 $           -         $     4,709
                          Net investment income
                           Regular net investment income                                             547                     442                     521                1          1,511
                           Changes in fair value on held for trading
                           assets                                                                (322)                   (221)                 (1,424)             -             (1,967)
                          Total net investment income                                              225                     221                   (903)                  1          (456)
                          Fee and other income                                                     222                     283                     175             -                 680
                         Total income                                                            2,521                   1,459                     952                  1          4,933
                         Benefits and expenses:
                          Paid or credited to policyholders                                      1,683                       944                     739           -               3,366
                          Other                                                                    531                       389                     177                3          1,100
                          Amortization of finite life intangible assets                              7                        14                       1           -                  22
                         Income before income taxes                                                 300                      112                       35              (2)           445
                         Income taxes                                                                  62                      32                    (16)          -                     78
                         Net income before non-controlling
GREAT-WEST LIFECO INC.




                         interests                                                                   238                       80                      51              (2)           367
                         Non-controlling interests                                                     19                        5               -                 -                     24
                         Net Income                                                                  219                       75                      51              (2)           343
                         Perpetual preferred share dividends                                           11                -                                 3            3                17
                         Net income - common shareholders                              $             208 $                     75 $                    48 $            (5) $         326




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                         C 50                                   P O W E R C O R P O R AT I O N O F C A N A DA — F I R S T Q UA RT E R R E P O RT 2 0 1 0

				
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