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Great-West Lifeco Inc. (GWO)
Exchange: Toronto Stock Exchange
$28.960
May 20, 2013, 2:59 PM EDT
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Great-West Lifeco reports second quarter 2005 results and dividend increase

Readers are referred to the disclaimer regarding Forward-Looking 
Information and Non-GAAP Financial Measures at the end of this Release.

TSX:GWO

WINNIPEG, Aug. 4 /CNW/ - Great-West Lifeco Inc. (Lifeco) has reported net
income attributable to common shareholders, excluding restructuring charges
related to the acquisition of Canada Life Financial Corporation (CLFC), of
$455 million for the three months ended June 30, 2005, compared to $407
million reported a year ago, an increase of 12%. On a per share basis, this
represents $0.511 per common share for the second quarter of 2005, an increase
of 12% compared to a year ago. Net income, after restructuring costs,
attributable to common shareholders for the second quarter was $446 million,
or $0.500 per common share.
For the six months ended June 30, 2005, net income attributable to common
shareholders, excluding restructuring charges was $878 million, an increase of
11% compared to $790 million for 2004, or $0.986 per common share, an increase
of 12% compared to $0.884 per common share for 2004. Net income, after
restructuring costs, attributable to common shareholders was $865 million or
$0.971 per common share for the six months of 2005.
Lifeco experienced solid operating results in all major business segments
and significant growth in net income attributable to common shareholders.

Highlights
-  In May, the Company's U.K. subsidiary, Canada Life Limited, reached an
   agreement to acquire the payout annuity business of Phoenix and London
   Assurance Company Limited, part of the Resolution Life Group. Assets
   and liabilities were valued at $5.1 billion at year-end 2004. The
   Company began to assume the risk effective July 1, 2005. The
   transaction is expected to close in the fourth quarter.
-  Earnings per common share for the second quarter of 2005, excluding
   restructuring charges, increased 12% compared to a year ago.
-  Return on common shareholders' equity, excluding restructuring costs,
   was 20.6% for the twelve months ended June 30, 2005.
-  Assets under administration at June 30, 2005 totalled $170.1 billion,
   up $5.2 billion from December 31, 2004 levels.
-  Quarterly dividends declared were 21 cents per common share, an
   increase of 1.5 cents per share, payable September 30, 2005.
   Dividends paid on common shares for the six months ended June 30, 2005
   were 21% higher than a year ago.

Consolidated net earnings for Lifeco are the net operating earnings of
The Great-West Life Assurance Company (Great-West Life), Canada Life Financial
Corporation (CLFC), London Life Insurance Company (London Life) and Great-West
Life & Annuity Insurance Company (GWL&A), together with Lifeco's corporate
results.

CANADA

Consolidated net earnings of the Canadian segment of Lifeco attributable
to common shareholders for the second quarter of 2005 increased 17% to
$212 million from $181 million a year ago. For the six months ended June 30,
2005, earnings were up 21% to $398 million, compared to $328 million at
June 30, 2004.
Total sales for the six months ended June 30, 2005 were $3.4 billion, an
increase of $521 million over June 30, 2004 levels. Fee income for the period
increased $38 million.
Total assets under administration at June 30, 2005 were $84.4 billion, up
$2.6 billion from December 31, 2004 levels, with increases in the general fund
of $0.8 billion and in segregated funds of $1.8 billion.

EUROPE

Consolidated net earnings of the European segment of Lifeco attributable
to common shareholders for the second quarter of 2005 increased 33% to
$101 million from $76 million a year ago. For the six months ended June 30,
2005, earnings were up 32% to $202 million, compared to $153 million at
June 30, 2004.
Total sales for the six months ended June 30, 2005 were $4.0 billion, an
increase of $142 million over June 30, 2004 levels. Fee income for the period
increased $75 million.
Total assets under administration at June 30, 2005 were $39.4 billion, up
$0.5 billion from December 31, 2004 levels, essentially due to increases in
segregated funds.

UNITED STATES

Consolidated net earnings of the United States segment of Lifeco
attributable to common shareholders for the second quarter of 2005 in US $,
increased 12% to $109 million from $97 million a year ago. For the six months
ended June 30, 2005, earnings in US $ were up 11% to $219 million, compared to
$198 million at June 30, 2004. Translated to Canadian $, earnings for the six
months ended June 30, 2005 were $294 million, compared to $313 million a year
ago.
Total sales for the six months ended June 30, 2005 were US $1.1 billion,
reflecting an increase in Financial Services sales, offset by lower Healthcare
sales compared to June 30, 2004. Fee income for the period increased by
US $34 million.
Total assets under administration at US $37.7 billion at June 30, 2005,
up $0.8 billion from December 31, 2004 levels, essentially due to increases in
general funds.

CORPORATE

Corporate net earnings for Lifeco attributable to common shareholders
were a net charge of $17 million for the second quarter of 2005, and a net
charge of $29 million for the six months ended June 30, 2005. Restructuring
costs related to the CLFC acquisition were a major contributor to these
results.

QUARTERLY DIVIDENDS

At its meeting today, the Board of Directors approved a quarterly
dividend of $0.21 per share on the common shares of the Company payable
September 30, 2005 to shareholders of record at the close of business
September 2, 2005.
In addition, the Directors approved quarterly dividends on:
  -  Series D First Preferred Shares $0.293750 per share;
  -  Series E First Preferred Shares $0.30 per share;
  -  Series F First Preferred Shares $0.36875 per share;
  -  Series G First Preferred Shares of $0.325 per share; and
  -  Series H First Preferred Shares of $0.16277 per share, conditional
     upon issuance,
all payable September 30, 2005 to shareholders of record at the close of
business September 2, 2005.

GREAT-WEST LIFECO

Great-West Lifeco Inc. (TSX:GWO) is a financial services holding company
with interests in the life insurance, health insurance, retirement savings,
and reinsurance businesses. The Company has operations in Canada and
internationally through The Great-West Life Assurance Company, London Life
Insurance Company and The Canada Life Assurance Company, and in the United
States through Great-West Life & Annuity Insurance Company and The Canada Life
Assurance Company. Lifeco and its companies have $170 billion in assets under
administration. Great-West Lifeco is a member of the Power Financial
Corporation group of companies.

Forward-Looking Information and Non-GAAP Financial Measures
This release may contain forward-looking statements about the Company,
including its business operations, strategy and 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 Company action, is also a 
forward-looking statement. 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 insurance industry generally. 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 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. The reader is also cautioned to consider these and
other factors carefully and not place undue reliance on forward-looking
statements. Other than as specifically required by applicable law, the Company
has no specific intention to update any forward-looking statements whether as
a result of new information, future events or otherwise.

Net income, basic earnings per common share and return on common
shareholders' equity are presented before restructuring as a measure of
earnings performance excluding acquisition related restructuring charges.
These are non-GAAP financial measures that do not have standard meanings and
are not directly comparable to similar measures used by other issuers.

Further information
Selected financial information is attached.

Great-West Lifeco's second quarter analyst teleconference will be held
Thursday, August 4, at 3:00 p.m. (Eastern). The call can be accessed through
www.greatwestlifeco.com or by phone, through listen-only lines at:
-  Participants in the Toronto area: 416-340-8010
-  Participants from North America: 1-866-540-8136
-  Participants from Overseas: Dial international access code first, then
   800-3207-7500

A replay of the call will be available from August 4, until August 11,
and can be accessed by calling 1-800-408-3053 or 416-695-5800 in Toronto
(passcode: 3158756 followed by the number sign).

Additional information relating to Lifeco, including most recent interim
unaudited financial statements, interim Management's Discussion and Analysis
(MD&A), and CEO/CFO certificates will be filed on SEDAR at www.sedar.com.


<<

                       GREAT-WEST LIFECO INC.
-------------------------------------------------------------------------

                  FINANCIAL HIGHLIGHTS (unaudited)
              (in $ millions except per share amounts)

                     For the three months ended  For the six months ended
                               June 30                    June 30
                     -------------------------- -------------------------
                                           %                         %
                         2005      2004  Change    2005      2004  Change
-------------------------------------------------------------------------

Premiums:
Life insurance,
 guaranteed annuities
 and insured health
 products             $  3,788  $  3,940   -4%  $  8,316  $  7,351   13%
Self-funded premium
 equivalents
 (ASO contracts)         1,945     2,047   -5%     3,835     4,054   -5%
Segregated funds
 deposits:
  Individual products    1,411     1,320    7%     2,983     2,978    0%
  Group products         1,322     1,473  -10%     2,550     4,086  -38%
                      ------------------------- -------------------------
Total premiums and
 deposits                8,466     8,780   -4%    17,684    18,469   -4%
                      ------------------------- -------------------------

Fee and other income       616       587    5%     1,230     1,119   10%
Paid or credited to
 policyholders           4,081     4,333   -6%     8,897     8,102   10%

Net income - common
 shareholders before
 restructuring costs(1)    455       407   12%       878       790   11%
Restructuring costs
 after tax(1)                9         6   50%        13        13
Net income - common
 shareholders              446       401   11%       865       777   11%
-------------------------------------------------------------------------
Per Common Share
  Basic earnings before
   restructuring
   costs(1)           $  0.511   $ 0.456   12%  $  0.986  $  0.884   12%
  Restructuring costs
   after tax(1)          0.011     0.008   38%     0.015     0.015
  Basic earnings after
   restructuring costs   0.500     0.448   12%     0.971     0.869   12%
  Dividends paid         0.195   0.16125   21%      0.39    0.3225   21%
  Book value                                        9.64      9.07    6%
-------------------------------------------------------------------------
Return on common
 shareholders' equity
 (12 months):
  Net income before
   restructuring costs(1)                          20.6%    19.4%
  Net income                                       20.3%    19.0%
-------------------------------------------------------------------------
At June 30
  Total assets                                  $ 98,254  $100,149   -2%
  Segregated funds
   assets                                         71,878    67,200    7%
                                                -------------------------
  Total assets under
   administration                               $170,132  $167,349    2%
                                                -------------------------
                                                -------------------------
  Share capital and
   surplus                                      $  9,085  $  8,286   10%

(1) Following the acquisition of Canada Life Financial Corporation (CLFC)
    by the Company, a plan was developed to restructure and exit selected
    operations of CLFC (see note 2 in the Company's interim financial
    statements). The costs include $350 that was recognized as part of
    the purchase equation of CLFC, and $98 to be charged to income as it
    is incurred. Net income, basic earnings per common share and return
    on common shareholders' equity are presented before restructuring as
    a measure of earnings performance, excluding restructuring charges
    related to the acquisition of CLFC, and incurred during the period.



           SUMMARY OF CONSOLIDATED OPERATIONS (unaudited)
              (in $ millions except per share amounts)

                              For the three months   For the six months
                                  ended June 30         ended June 30
                              -------------------------------------------
                                 2005       2004       2005       2004
                              -------------------------------------------
Income
  Premium income              $   3,788  $   3,940  $   8,316  $   7,351
  Net investment income           1,327      1,357      2,619      2,715
  Fee and other income              616        587      1,230      1,119
                              -------------------------------------------
                                  5,731      5,884     12,165     11,185
                              -------------------------------------------
Benefits and Expenses
  Paid or credited to
   policyholders and
   beneficiaries including
   policyholder dividends
   and experience refunds         4,081      4,333      8,897      8,102
  Commissions                       331        314        660        605
  Operating expenses                553        572      1,117      1,156
  Premium taxes                      64         63        125        115
  Financing charges (note 3)         49         50         97        102
  Amortization of finite life
   intangible assets                  4          4          9          7
  Restructuring costs (note 2)       11          9         18         18
                              -------------------------------------------
Net income before income taxes      638        539      1,242      1,080

Income taxes
  - current                         170         40        199        204
  - future                          (18)        90        102         63
                              -------------------------------------------
Net income before non-controlling
 interests                          486        409        941        813

Non-controlling interests
 (note 6)                            33          5         62         30
                              -------------------------------------------
Net income - shareholders           453        404        879        783

Perpetual preferred share
 dividends                            7          3         14          6
                              -------------------------------------------
Net income - common
 shareholders                 $     446  $     401  $     865  $     777
                              -------------------------------------------
                              -------------------------------------------
Earnings per common share
 (note 10)
  Basic                       $   0.500  $   0.448  $   0.971  $   0.869
                              -------------------------------------------
                              -------------------------------------------
  Diluted                     $   0.496  $   0.444  $   0.962  $   0.861
                              -------------------------------------------
                              -------------------------------------------



                   CONSOLIDATED BALANCE SHEET (unaudited)
                           (in $ millions)

                                        June 30,  December 31,  June 30,
                                          2005        2004        2004
                                      ----------- ----------- -----------
Assets

Bonds                                 $   56,446  $   54,960  $   56,560
Mortgage loans                            14,659      14,554      15,058
Stocks                                     3,635       3,405       3,395
Real estate                                1,785       1,646       1,629
Loans to policyholders                     6,778       6,499       6,918
Cash and certificates of deposit           2,826       2,472       2,336
Funds held by ceding insurers              2,106       2,337       3,872
Goodwill                                   5,329       5,328       5,332
Intangible assets                          1,483       1,508       1,530
Other assets                               3,207       3,142       3,519
                                      ----------- ----------- -----------
Total assets                          $   98,254  $   95,851  $  100,149
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------
Liabilities

Policy liabilities
  Actuarial liabilities               $   67,183  $   65,822  $   69,866
  Provision for claims                     1,209         997       1,060
  Provision for policyholder dividends       591         589         541
  Provision for experience rating
   refunds                                   468         611         639
  Policyholder funds                       2,048       2,076       2,180
                                      ----------- ----------- -----------
                                          71,499      70,095      74,286

Debentures and other borrowings
 (note 4)                                  2,073       2,088       2,385
Funds held under reinsurance contracts     4,331       4,374       4,630
Other liabilities                          4,190       4,356       4,213
Repurchase agreements                      1,095         676         626
Deferred net realized gains                2,453       2,164       2,300
                                      ----------- ----------- -----------
                                          85,641      83,753      88,440

Preferred shares (note 7)                    797         797         927
Capital trust securities and debentures
 (note 5)                                    650         651         543
Non-controlling interests (note 6)
  Participating surplus in subsidiaries    1,714       1,654       1,584
  Preferred shares issued by subsidiaries    209         209         209
  Perpetual preferred shares issued by
   subsidiaries                              158         159         160

Share capital and surplus

Share capital (note 7)
  Perpetual preferred shares                 499         499         199
  Common shares                            4,658       4,651       4,654
Surplus                                    4,402       3,904       3,437
Currency translation account                (474)       (426)         (4)
                                      ----------- ----------- -----------
                                           9,085       8,628       8,286
                                      ----------- ----------- -----------
Liabilities, share capital and
 surplus                              $   98,254  $   95,851  $  100,149
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------



               CONSOLIDATED STATEMENT OF SURPLUS (unaudited)
                           (in $ millions)

                                                   For the six months
                                                     ended June 30
                                              ---------------------------
                                                   2005          2004
                                              ------------- -------------

Balance, beginning of year                    $      3,904  $      2,993

Net income                                             879           783

Change in accounting policy - stock option
 expense                                                 -            (4)

Contributed surplus - Stock option expense
  Change in accounting policy                            -             5
  Current year expense (note 8)                          3             3

Repatriation of Canada Life seed capital from
 participating policyholder account                      -            21

Common share cancellation excess                       (22)          (70)

Dividends to shareholders
  Perpetual preferred shareholders                     (14)           (6)
  Common shareholders                                 (348)         (288)
                                              ------------- -------------
Balance, end of period                        $      4,402  $      3,437
                                              ------------- -------------
                                              ------------- -------------



              CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited)
                           (in $ millions)

                               For the three months   For the six months
                                  ended June 30         ended June 30
                              --------------------- ---------------------
                                 2005       2004       2005       2004
                              ---------- ---------- ---------- ----------
Operations
  Net income                  $     453  $     404  $     879  $     783
  Adjustments for non-cash
   items:
    Change in policy liabilities    579      1,003      1,458      1,680
    Change in funds held by
     ceding insurers                102         42        230        270
    Change in funds held under
     reinsurance contracts          (70)      (160)       (68)      (334)
    Change in current income
     taxes payable                   82       (147)       (71)      (218)
    Future income tax expense       (18)        90        102         63
    Other                           364       (400)         2       (442)
                              ---------- ---------- ---------- ----------
Cash flows from operations        1,492        832      2,532      1,802

Financing Activities
  Issue of common shares              2          3         12         15
  Purchased and cancelled common
   shares                           (14)       (55)       (27)       (88)
  Repayment of debentures and
   other borrowings                 (21)         6        (22)        (2)
  Partial repayment of five-year
   term facility                      -       (200)         -       (200)
  Dividends paid                   (181)      (147)      (362)      (294)
                              ---------- ---------- ---------- ----------
                                   (214)      (393)      (399)      (569)

Investment Activities
  Bond sales and maturities      11,326      9,988     20,549     20,203
  Mortgage loan repayments          725        646      1,567      1,101
  Stock sales                       360        232        600        650
  Real estate sales                  32         21         68         55
  Change in loans to
   policyholders                   (135)      (181)      (172)      (192)
  Change in repurchase agreements   278       (124)       390        103
  Reinsurance transactions            -         (8)         -       (436)
  Investment in bonds           (12,535)   (10,257)   (22,063)   (21,170)
  Investment in mortgage loans     (771)      (349)    (1,741)      (815)
  Investment in stocks             (363)      (290)      (752)      (790)
  Investment in real estate        (173)       (46)      (225)       (67)
                              ---------- ---------- ---------- ----------
                                 (1,256)      (368)    (1,779)    (1,358)

Increase (decrease) in cash
 and certificates of deposit         22         71        354       (125)
Cash and certificates of
 deposit, beginning of period     2,804      2,265      2,472      2,461
                              ---------- ---------- ---------- ----------
Cash and certificates of
 deposit, end of period       $   2,826  $   2,336  $   2,826  $   2,336
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------




Notes to Interim Consolidated Financial Statements (unaudited)
(in $ millions except per share amounts)

1.  Basis of Presentation and Summary of Accounting Policies

    (a) The interim unaudited consolidated financial statements of
        Great-West Lifeco Inc. (Lifeco or the Company) at June 30, 2005
        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, 2004, except as noted
        below. 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, 2004.

    (b) New Accounting Requirements for 2005

        Consolidation of Variable Interest Entities

        Effective January 1, 2005, the Company adopted the Canadian
        Institute of Chartered Accountants (CICA) Handbook Accounting
        Guideline on Consolidation of Variable Interest Entities. As a
        result, the Company will no longer consolidate Great-West Life
        Capital Trust (GWLCT) and Canada Life Capital Trust (CLCT) but
        will recognize the related debentures, refer to note 5. There is
        no impact of this change in accounting policy to common
        shareholder net income or basic earnings per common share.

        Financial Instruments - Disclosure and Presentation

        Effective January 1, 2005, the CICA Handbook Section on Financial
        Instruments - Disclosure and Presentation was amended to require
        liability classification, for certain financial instruments. This
        change in accounting policy has been applied retroactively, refer
        to notes 5 and 7. There is no impact of this change in accounting
        policy to common shareholder net income or basic earnings per
        common share.

    (c) Certain of 2004 amounts presented for comparative purposes have
        been reclassified to conform to the presentation adopted in the
        current year.

2.  Restructuring Costs

    Restructuring costs related to the acquisition of Canada Life
    Financial Corporation (CLFC) incurred for the six months ended
    June 30, 2005 were $68 ($110 for the six months ended June 30, 2004).
    Of this amount $18 before tax ($13 after tax) ($18 before tax
    ($13 after tax) in 2004) was charged to income and $50 ($92 in 2004)
    was charged against the amount accrued as part of the purchase
    equation of CLFC. Of the $448 total estimated restructuring costs,
    $413 of these costs have been utilized with the remaining $35
    expected to be utilized in 2005. These restructuring costs are
    related to the elimination of duplicate systems, exiting and
    consolidating operations and compensation costs. These activities are
    expected to be substantially completed by the end of 2005.

3.  Financing Charges

    Financing charges include interest on long-term debentures and other
    borrowings, previously classified as part of net investment income,
    together with distributions and interest on capital trust securities
    and debentures and preferred shares now classified as liabilities as
    described in notes 5 and 7 to the financial statements.

                               For the three months   For the six months
                                  ended June 30         ended June 30
                              --------------------- ---------------------
                                 2005       2004       2005       2004
                              ---------- ---------- ---------- ----------
    Interest on long-term
     debentures and other
     borrowings               $      30  $      32  $      59  $      66
    Preferred share dividends         9         11         19         22
    Distributions and interest
     on capital trust
     securities and debentures       12         12         24         24
    Distributions on capital
     trust securities held by
     consolidated group as
     temporary investments           (2)        (5)        (5)       (10)
                              ---------- ---------- ---------- ----------
    Total                     $      49  $      50  $      97  $     102
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------


4.  Debentures and Other Borrowings

    Debentures and other borrowings consist of the following:

                                        June 30,  December 31,  June 30,
                                          2005        2004        2004
                                      ----------- ----------- -----------
    Short Term
      Commercial paper and other
       short term borrowings with
       interest rates from 3.0% to
       3.6% (2.2% to 2.5% in 2004)    $       97  $      114  $      130
      Revolving credit in respect of
       reinsurance business with
       interest rates from 3.3% to
       4.1% maturing within one year
       (2.2% to 3.2% in 2004)                 18          20          25
                                      ----------- ----------- -----------
    Total Short Term                         115         134         155
    Long Term
     Operating:
      Notes payable with interest
       rate of 8.0%                           10          10          11
      Capital:
      Lifeco
        Five year term facility at
         rates of: $119 at Canadian
         90-day Bankers' Acceptance;
         $31 at 90-day LIBOR rate            150         149         398
        6.75% Debentures due August 10,
         2015, unsecured                     200         200         200
        6.14% Debentures due March 21,
         2018, unsecured                     200         200         200
        6.74% Debentures due November 24,
         2031, unsecured                     200         200         200
        6.67% Debentures due March 21,
         2033, unsecured                     400         400         400
                                      ----------- ----------- -----------
                                           1,150       1,149       1,398
    Canada Life
      Subordinated debentures due
       September 19, 2011 bearing a
        fixed rate of 8% until 2006 and,
        thereafter, at a rate equal to
        the Canadian 90-day Bankers'
        Acceptance rate plus 1%,
        unsecured                            250         250         250
      Subordinated debentures due
       December 11, 2013 bearing a
       fixed rate of 5.8% until 2008 and,
       thereafter, at a rate equal to
       the Canadian 90-day Bankers'
       Acceptance rate plus 1%,
       unsecured                             200         200         200
      6.40% Subordinated debentures
       due December 11, 2028, unsecured      100         100         100
      Acquisition related fair market
       value adjustment                       32          35          37
                                      ----------- ----------- -----------
                                             582         585         587
    Great-West Life & Annuity Insurance
     Capital, LP
      6.625% Deferrable debentures
       due November 15, 2034, unsecured      216         210          -

    GWL&A
      7.25% Subordinated capital income
       securities redeemable by the
       Company on or after June 30, 2004,
       due June 30, 2048, unsecured
       (U.S.$175)                              -           -         234
                                      ----------- ----------- -----------
    Total Long Term                        1,958       1,954       2,230
                                      ----------- ----------- -----------
    Total Debentures and Other
     Borrowings                       $    2,073  $    2,088  $    2,385
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------


5.  Capital Trust Securities and Debentures

                                        June 30,  December 31,  June 30,
                                          2005        2004        2004
                                      ----------- ----------- -----------
    Capital trust securities:
      Trust securities issued by
       GWLCT                          $        -  $      350  $      350
      Trust securities issued by
       CLCT                                    -         450         450
                                      ----------- ----------- -----------
                                               -         800         800
    Capital trust debentures:
      5.995% Senior debentures due
       December 31, 2052, unsecured
       (GWLCT)                               350           -           -
      6.679% Senior debentures due
       June 30, 2052, unsecured (CLCT)       300           -           -
      7.529% Senior debentures due
       June 30, 2052, unsecured (CLCT)       150           -           -
                                      ----------- ----------- -----------
                                             800           -           -
    Acquisition related fair market
     value adjustment                         36          37          39
    Trust securities held by
     consolidated group as temporary
     investments                            (186)       (186)       (296)
                                      ----------- ----------- -----------
    Total                             $      650  $      651  $      543
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------

    GWLCT, a trust established by The Great-West Life Assurance Company
    (Great-West), had issued $350 of capital trust securities, the
    proceeds of which were used by GWLCT to purchase Great-West senior
    debentures in the amount of $350, and CLCT, a trust established by
    The Canada Life Assurance Company (Canada Life), had issued $450 of
    capital trust securities, the proceeds of which were used by CLCT to
    purchase Canada Life senior debentures in the amount of $450.
    Effective January 1, 2005 the Company is not consolidating GWLCT and
    CLCT. The impact of this is to not recognize the capital trust
    securities issued by GWLCT and CLCT and to recognize the debentures
    issued to the trusts by Great-West and Canada Life. As a result,
    distributions and interest on the capital trust securities have been
    reclassified to financing charges on the Summary of Consolidated
    Operations (see note 3).

6.  Non-Controlling Interests

    The Company controlled a 100% equity interest in Great-West, London
    Life Insurance Company (London Life), Canada Life and Great-West Life
    & Annuity Assurance Company (GWL&A) at June 30, 2005 and June 30,
    2004.

    (a) The non-controlling interests of GWL&A, Great-West, London Life,
        Canada Life and their subsidiaries reflected in the Summary of
        Consolidated Operations are as follows:

                               For the three months   For the six months
                                  ended June 30         ended June 30
                              --------------------- ---------------------
                                 2005       2004       2005       2004
                              ---------- ---------- ---------- ----------
        Participating
         policyholder
          Net income
           attributable to
           participating
           policyholder before
           policyholder
           dividends
            Great-West        $      30  $      25  $      60  $      49
            London Life             155        136        304        278
            Canada Life              47         39         90         85
            GWL&A                    30         43         80        101

          Policyholder dividends
            Great-West              (24)       (22)       (48)       (44)
            London Life            (135)      (128)      (267)      (258)
            Canada Life             (46)       (49)       (89)       (95)
            GWL&A                   (28)       (43)       (77)       (95)
                              ---------- ---------- ---------- ----------
          Net income                 29          1         53         21
                              ---------- ---------- ---------- ----------
        Preferred shareholder
         dividends of
         subsidiaries                 4          4          9          9
                              ---------- ---------- ---------- ----------
        Total                 $      33  $       5  $      62  $      30
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------


    (b) The carrying value of non-controlling interests consist of the
        following:

                                        June 30,  December 31,  June 30,
                                          2005        2004        2004
                                      ----------- ----------- -----------
        Participating surplus
          Great-West                  $      372  $      360  $      349
          London Life                      1,118       1,081       1,007
          Canada Life                         18          17          12
          GWL&A                              206         196         216
                                      ----------- ----------- -----------
                                      $    1,714  $    1,654  $    1,584
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------
        Preferred shares issued by
         subsidiaries:
          Great-West Series L, 5.20%
           Non-Cumulative             $       52  $       52  $       52
          Great-West Series O, 5.55%
           Non-Cumulative                    157         157         157
                                      ----------- ----------- -----------
                                      $      209  $      209  $      209
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------
        Perpetual preferred shares
         issued by subsidiaries:
          CLFC Series B, 6.25%
           Non-Cumulative                    145         145         145
          Acquisition related fair
           market value adjustment            13          14          15
                                      ----------- ----------- -----------
                                      $      158  $      159  $      160
                                      ----------- ----------- -----------
                                      ----------- ----------- -----------

7.  Share Capital

    Authorized
      Unlimited First Preferred Shares, Class A Preferred Shares and
       Second Preferred Shares
      Unlimited Common Shares

    Issued and Outstanding

                  June 30, 2005     December 31, 2004     June 30, 2004
              ------------------- ------------------- -------------------
                           Stated              Stated              Stated
                  Number    Value     Number    Value     Number    Value
              ------------------- ------------------- -------------------
Preferred Shares:
Classified as
 liabilities(1)
Series D, 4.70%
 Non-Cumulative,
First Preferred
 Shares         8,000,000  $ 200    8,000,000  $ 200    8,000,000  $ 200
Series E, 4.80%
 Non-Cumulative,
First Preferred
 Shares        23,868,115    597   23,868,115    597   23,868,131    597
Series 1, 5.00%
 Non-Cumulative,
  First
  Preferred
  Shares                -      -            -      -    5,192,242    130
              ------------------- ------------------- -------------------
               31,868,115  $ 797   31,868,115  $ 797   37,060,373  $ 927
              ------------------- ------------------- -------------------
              ------------------- ------------------- -------------------
Perpetual
 Preferred
 Shares:
Classified as
 equity
Series F, 5.90%
 Non-Cumulative
  First
   Preferred
   Shares       7,957,001  $ 199    7,957,001  $ 199    7,957,006  $ 199
Series G, 5.20%
 Non-Cumulative
  First
   Preferred
   Shares      12,000,000    300   12,000,000    300            -      -
              ------------------- ------------------- -------------------
               19,957,001  $ 499   19,957,001  $ 499    7,957,006  $ 199
              ------------------- ------------------- -------------------
              ------------------- ------------------- -------------------
Common Shares:
Balance,
 beginning of
 year         890,592,348 $4,651  893,123,924 $4,657  893,123,924  $4,657
Purchased and
 cancelled
 under Normal
 Course
 Issuer Bid      (989,100)    (5)  (5,217,700)   (26)  (3,550,200)   (18)
Issued under
 Stock Option
 Plan           1,375,830     12    2,686,124     20    2,070,878     15
              ------------------- ------------------- -------------------
Balance, end
 of period    890,979,078 $4,658  890,592,348 $4,651  891,644,602 $4,654
              ------------------- ------------------- -------------------
              ------------------- ------------------- -------------------

(1) The adoption of the amendments to the CICA Handbook section on
    Financial Instruments - Disclosure and Presentation (refer to
    note 1(b)) resulted in the reclassification of the Series D, 4.70%
    Non-Cumulative, First Preferred Shares and the Series E, 4.80%
    Non-Cumulative, First Preferred Shares to liabilities. Dividends on
    preferred shares classified as liabilities have been reclassified as
    financing charges (refer to note 3).

8.  Stock Based Compensation

    Under the Company's stock option plan 100,000 options were granted
    during the first quarter and no options were granted during the
    second quarter of 2005 (282,000 options were granted during the first
    quarter and 285,000 options were granted during the second quarter of
    2004). The weighted-average fair value of options granted during the
    six months ended June 30, 2005 was $6.68 per option ($6.45 per option
    during the six months ended June 30, 2004). Compensation expense of
    $3 after tax has been recognized in the Summary of Consolidated
    Operations for the six months ended June 30, 2005 ($3 after tax for
    the six months ended June 30, 2004).

9.  Pension Plans and Other Post Retirement Benefits

    The total benefit costs included in operating expenses are as
    follows:

                               For the three months   For the six months
                                  ended June 30         ended June 30
                              --------------------- ---------------------
                                 2005       2004       2005       2004
                              ---------- ---------- ---------- ----------
    Pension benefits          $      15  $      13  $      33  $      29
    Other benefits                   12         14         22         28
                              ---------- ---------- ---------- ----------
    Total                     $      27  $      27  $      55  $      57
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------

10. Earnings Per Common Share

    The following table provides the reconciliation between basic and
    diluted earnings per common share:

                        For the three months       For the six months
                            ended June 30             ended June 30
                      ------------------------- -------------------------
                          2005         2004         2005         2004
                      ------------ ------------ ------------ ------------
    a) Earnings

       Net income
        - common
        shareholders  $       446   $      401   $      865   $      777
                      ------------ ------------ ------------ ------------
                      ------------ ------------ ------------ ------------

    b) Number of
        Common Shares
        at June 30

       Average number of
        common shares
        outstanding                             890,986,618  893,035,904
       Add:
         - Potential
          exercise of
          outstanding
          stock
          options                                 7,892,591    8,221,656
                                                ------------ ------------
       Average number of
        common shares
        outstanding -
        diluted basis                           898,879,209  901,257,560
                                                ------------ ------------
                                                ------------ ------------
    Earnings per Common
     Share

      Basic           $     0.500   $    0.448   $    0.971   $    0.869
                      ------------ ------------ ------------ ------------
                      ------------ ------------ ------------ ------------
      Diluted         $     0.496   $    0.444   $    0.962   $    0.861
                      ------------ ------------ ------------ ------------
                      ------------ ------------ ------------ ------------

11. Related Party Transactions (changes since December 31, 2004 annual
    report)

    GWL&A received $414 of funds that were invested by affiliated
    mutual funds and other investment options of the Company's
    segregated funds. The Company recorded this transaction as premium
    income in the general account. All transactions were at market terms
    and conditions.

12. Segmented Information

    Consolidated Operations

    For the three months ended June 30, 2005

                                                United   Lifeco
                              Canada   Europe   States  Corporate  Total
                             -------- -------- -------- --------- -------
    Income:
      Premium income         $ 1,593  $ 1,623  $   572  $     -  $ 3,788
      Net investment income      693      252      385       (3)   1,327
      Fee and other income       189      131      296        -      616
                             -------- -------- -------- -------- --------
    Total income               2,475    2,006    1,253       (3)   5,731
                             -------- -------- -------- -------- --------
    Benefits and Expenses:
      Paid or credited to
       policyholders           1,666    1,683      732        -    4,081
      Other                      497      191      308        1      997
      Restructuring costs          -        -        -       11       11
      Amortization of
       intangible assets           3        1        -        -        4
                             -------- -------- -------- -------- --------
    Net operating income
      before income taxes        309      131      213      (15)     638

    Income taxes                  64       25       61        2      152
                             -------- -------- -------- -------- --------
    Net income before
     non-controlling
     interests                   245      106      152      (17)     486

    Non-controlling interests     26        5        2        -       33
                             -------- -------- -------- -------- --------
    Net income - shareholders    219      101      150      (17)     453

    Perpetual preferred share
     dividends                     7        -        -        -        7
                             -------- -------- -------- -------- --------
    Net income - common
     shareholders            $   212  $   101  $   150  $   (17) $   446
                             -------- -------- -------- -------- --------
                             -------- -------- -------- -------- --------



    For the three months ended June 30, 2004

                                                United   Lifeco
                              Canada   Europe   States  Corporate  Total
                             -------- -------- -------- --------- -------
    Income:
      Premium income         $ 1,597  $ 1,883  $   460  $     -  $ 3,940
      Net investment income      652      273      432        -    1,357
      Fee and other income       169      104      314        -      587
                             -------- -------- -------- -------- --------
    Total income               2,418    2,260    1,206        -    5,884
                             -------- -------- -------- -------- --------
    Benefits and Expenses:
      Paid or credited to
       policyholders           1,687    2,005      641        -    4,333
      Other                      509      157      331        2      999
      Restructuring costs          -        -        -        9        9
      Amortization of
       intangible assets           3        1        -        -        4
                             -------- -------- -------- -------- --------
    Net operating income
     before income taxes         219       97      234      (11)     539

    Income taxes                  29       24       78       (1)     130
                             -------- -------- -------- -------- --------
    Net income before
     non-controlling
     interests                   190       73      156      (10)     409

    Non-controlling interests      6       (3)       2        -        5
                             -------- -------- -------- -------- --------
    Net income - shareholders    184       76      154      (10)     404

    Perpetual preferred share
     dividends                     3        -        -        -        3
                             -------- -------- -------- -------- --------
    Net income - common
     shareholders            $   181  $    76  $   154  $   (10) $   401
                             -------- -------- -------- -------- --------
                             -------- -------- -------- -------- --------



    For the six months ended June 30, 2005


                                                United   Lifeco
                              Canada   Europe   States  Corporate  Total
                             -------- -------- -------- --------- -------
    Income:
      Premium income         $ 3,102  $ 3,438  $ 1,776  $     -  $ 8,316
      Net investment income    1,377      492      756       (6)   2,619
      Fee and other income       378      262      590        -    1,230
                             -------- -------- -------- -------- --------
    Total income               4,857    4,192    3,122       (6)  12,165
                             -------- -------- -------- -------- --------
    Benefits and Expenses:
      Paid or credited to
       policyholders           3,185    3,624    2,088        -    8,897
      Other                    1,076      309      612        2    1,999
      Restructuring costs          -        -        -       18       18
      Amortization of
       intangible assets           7        2        -        -        9
                             -------- -------- -------- -------- --------
    Net operating income
     before income taxes         589      257      422      (26)   1,242

    Income taxes                 125       48      125        3      301
                             -------- -------- -------- -------- --------
    Net income before
     non-controlling
     interests                   464      209      297      (29)     941

    Non-controlling interests     52        7        3        -       62
                             -------- -------- -------- -------- --------
    Net income - shareholders    412      202      294      (29)     879

    Perpetual preferred share
     dividends                    14        -        -        -       14
                             -------- -------- -------- -------- --------
    Net income - common
     shareholders            $   398  $   202  $   294  $   (29) $   865
                             -------- -------- -------- -------- --------
                             -------- -------- -------- -------- --------



For the six months ended June 30, 2004

                                                United   Lifeco
                              Canada   Europe   States  Corporate  Total
                             -------- -------- -------- --------- -------
    Income:
      Premium income         $ 3,475  $ 3,185  $   691  $     -  $ 7,351
      Net investment income    1,327      521      867        -    2,715
      Fee and other income       340      187      592        -    1,119
                             -------- -------- -------- -------- --------
    Total income               5,142    3,893    2,150        -   11,185
                             -------- -------- -------- -------- --------
    Benefits and Expenses:
      Paid or credited to
       policyholders           3,703    3,400      999        -    8,102
      Other                    1,004      302      670        2    1,978
      Restructuring costs          -        -        -       18       18
      Amortization of
       intangible assets           6        1        -        -        7
                             -------- -------- -------- -------- --------
    Net operating income
     before income taxes         429      190      481      (20)   1,080

    Income taxes                  71       38      161       (3)     267
                             -------- -------- -------- -------- --------
    Net income before
     non-controlling
     interests                   358      152      320      (17)     813

    Non-controlling interests     24       (1)       7        -       30
                             -------- -------- -------- -------- --------
    Net income - shareholders    334      153      313      (17)     783

    Perpetual preferred share
     dividends                     6        -        -        -        6
                             -------- -------- -------- -------- --------
    Net income - common
     shareholders            $   328  $   153  $   313  $   (17) $   777
                             -------- -------- -------- -------- --------
                             -------- -------- -------- -------- --------

13. Subsequent Events

    On May 12, 2005, Canada Life, through its wholly owned United Kingdom
    subsidiary, Canada Life Limited, entered into an agreement to acquire
    the assets and liabilities associated with the in-force annuity in
    payment business of Phoenix and London Assurance Company Limited,
    part of the Resolution Life Group which is based in the United
    Kingdom. The assets and liabilities were valued at $5.1 billion as at
    December 31, 2004. Under the agreement, from July 1, 2005, Canada
    Life Limited assumed 100% of this business block on an indemnity
    reinsurance basis and, subject to the sanction of the Court in
    London, this reinsured business is expected formally to transfer to
    Canada Life Limited on December 31, 2005. Although the final
    transaction amount will depend on the value of the liabilities at the
    date of closing, it is anticipated to result in an increase in
    invested assets and a corresponding increase in policyholder
    liabilities of approximately $5.1 billion.

    On July 21, 2005, the Company entered into an agreement with a
    syndicate of underwriters under which the underwriters have agreed to
    buy 12,000,000 4.85% Non-cumulative First Preferred Shares Series H
    from the Company for sale to the public at a price of $25 per
    Preferred Share, representing an aggregate issue amount of $300. The
    Company has granted the underwriters an option to purchase up to an
    additional 2,000,000 Preferred Shares. The offering is expected to
    close August 12, 2005.

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