For the period ended - Power Corporation of Canada€¦ · PPCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1CC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1 116-05-12 7:30 PM6-05-12 7:30

First Quarter Report

For the period ended March 31, 2016

First Q

uarter R

epo

rt 2016

1

TO THE SHAREHOLDERS

Power Corporation of Canada’s operating earnings attributable to participating shareholders (a non-IFRS inancial measure) for the quarter ended March , were $ million or $ . per share, compared with $ million or $ . per share in .

Non-operating items, not included in operating earnings, were a net charge of $ million, mainly comprised of the Corporation’s $ million share of Groupe Bruxelles Lambert’s (GBL) non-cash impairment charge resulting from the mark to market of its LafargeHolcim Ltd (LafargeHolcim) investment, and a gain of $ million on the partial disposal of GBL’s interest in Total SA (Total).

Net earnings attributable to participating shareholders were $ million or $ . per share, compared with $ million or $ . per share in .

R E S U L T S O F P O W E R F I N A N C I A L C O R P O R A T I O N

Power Financial reported operating earnings attributable to common shareholders for the quarter ended March , of $ million or $ . per share, compared with $ million, or $ . per share in .

Non-operating items, not included in operating earnings, were a net charge of $ million, mainly comprised of Power Financial’s share of GBL’s non-operating items, as discussed above.

Net earnings attributable to common shareholders were $ million or $ . per share, compared with $ million or $ . per share in .

As at March , , Power Corporation held a . % economic interest in Power Financial. Power Financial’s contribution to Power Corporation’s operating earnings was $ million for the quarter ended March , , compared with $ million in .

I N C O M E F R O M I N V E S T M E N T S

Income from investments represented a loss of $ million for the quarter ended March , , compared with a gain of $ million in . The fair value of investments at the end of

the quarter was $ , million, compared with $ , million at the end of .

On behalf of the Board of Directors,

Paul Desmarais, Jr., . ., . . André Desmarais, . ., . .Chairman and Co-Chief Executive Of icer Deputy Chairman, President and

Co-Chief Executive Of icer

May ,

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 6 1

PCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1PCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1 16-05-12 7:30 PM16-05-12 7:30 PM

Signed, Signed,

Page intentionally left blank.

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 6

PCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 2PCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 2 16-05-12 7:31 PM16-05-12 7:31 PM

PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.P

AR

T

D

IGM

FINA

NC

IAL IN

C.

PA

RT

E

PAR

GE

SA H

OLD

ING

SAP

AR

T

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

Power Corporation of Canada

P A R T A

Power Financial Corporation

P A R T B

Great-West Lifeco Inc.

P A R T C

IGM Financial Inc.

P A R T D

Pargesa Holding SA

P A R T E


T A B L E O F C O N T E N T S

This document contains management’s discussion and analysis of the

fi nancial condition and fi nancial performance of Power Corporation of Canada

(the Corporation) for the three months ended March 31, 2016 and the unaudited

interim condensed consolidated fi nancial statements of the Corporation as at

and for the three months ended March 31, 2016. This document has been fi led

with the securities regulatory authorities in each of the provinces and territories

of Canada and mailed to shareholders of the Corporation in accordance with

applicable securities laws.

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 6 3

PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd 3PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd 3 16-05-12 2:02 PM16-05-12 2:02 PM

The trademarks contained in this report are owned by Power Corporation of Canada or by a Member of the Power Corporation Group of CompaniesTM. Trademarks that are not owned by Power Corporation are used with permission.

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 6

PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd 4PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd 4 16-05-12 2:02 PM16-05-12 2:02 PM

PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


P A R T A

Management’s Discussion and Analysis

P A G E A 2

Financial Statements and Notes

P A G E A 3 3

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 6 A 1

PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd A1PCC_QUAT1_Eng01_PCC_2016-11-05_v1.indd A1 16-05-12 2:02 PM16-05-12 2:02 PM

PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

POWER CORPORATION OF CANADA MANAGEMENT’S DISCUSSION AND ANALYSIS

M A Y 1 3 , 2 0 1 6

ALL TABULAR AMOUNTS ARE IN MILLIONS OF CANADIAN DOLLARS, UNLESS OTHERWISE NOTED.

The following sets forth management’s discussion and analysis (MD&A) of the unaudited interim condensed consolidated financial condition and financial performance of Power Corporation of Canada (Power Corporation or the Corporation) (TSX: POW), a public corporation, for the three-month period ended March 31, 2016. This document should be read in conjunction with the unaudited interim condensed consolidated financial statements of Power Corporation and notes thereto for the three-month period ended March 31, 2016 (the Interim Consolidated Financial Statements), the MD&A for the year ended December 31, 2015 (the 2015 Annual MD&A), and the audited consolidated financial statements and notes thereto for the year ended December 31, 2015 (the 2015 Consolidated Financial Statements). Additional information relating to Power Corporation, including its Annual Information Form, may be found on the Corporation’s website at www.powercorporation.com and on SEDAR at www.sedar.com. FORWARD-LOOKING STATEMENTS › Certain statements in this MD&A, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect the Corporation’s current expectations, or with respect to disclosure regarding the Corporation’s public subsidiaries, reflect such subsidiaries’ disclosed current expectations. Forward-looking statements are provided for the purposes of assisting the reader in understanding the Corporation’s financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about 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. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Corporation and its subsidiaries, as well as the outlook for North American and international economies for the current fiscal year and subsequent periods. 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”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

By its nature, this 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. A variety of factors, many of which are beyond the Corporation’s and its subsidiaries’ control, affect the operations, performance and results of the Corporation and its subsidiaries and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, management of market liquidity and funding risks, changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates), the effect of applying future accounting changes, business competition, operational and reputational risks, technological change, changes in government regulation and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, the Corporation’s and its subsidiaries’ ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Corporation’s and its subsidiaries’ success in anticipating and managing the foregoing factors.

The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking statements. Information contained in forward-looking statements is based upon certain material assumptions that were applied in drawing a conclusion or making a forecast or projection, including management’s perceptions of historical trends, current conditions and expected future developments, as well as other considerations that are believed to be appropriate in the circumstances, including that the list of factors in the previous paragraph, collectively, are not expected to have a material impact on the Corporation and its subsidiaries. While the Corporation considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.

Other than as specifically required by applicable Canadian law, the Corporation undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Additional information about the risks and uncertainties of the Corporation’s business and material factors or assumptions on which information contained in forward-looking statements is based is provided in its disclosure materials, including this MD&A and its most recent Annual Information Form, filed with the securities regulatory authorities in Canada and available at www.sedar.com.

The following abbreviations are used throughout this report: China Asset Management Co. Ltd. (China AMC); CITIC Limited (CITIC); Eagle Creek Renewable Energy, LLC (Eagle Creek); Euronext Brussels (EBR); Euronext Paris (EPA); Great-West Life & Annuity Insurance Company (Great-West Financial or Great-West Life & Annuity); Great-West Lifeco Inc. (Lifeco); Groupe Bruxelles Lambert (GBL); IGM Financial Inc. (IGM or IGM Financial); IntegraMed America, Inc. and Vein Clinics of America (IntegraMed); International Financial Reporting Standards (IFRS); Investors Group Inc. (Investors Group); Irish Life Group Limited (Irish Life); La Presse, ltée (La Presse); Lafarge SA (Lafarge); LafargeHolcim Ltd (LafargeHolcim); London Life Insurance Company (London Life); Mackenzie Financial Corporation (Mackenzie); Pargesa Holding SA (Pargesa); Parjointco N.V. (Parjointco); Potentia Solar Inc. (Potentia Solar); Power Energy Corporation (Power Energy); Power Energy Eagle Creek LLP (Power Energy Eagle Creek); Power Financial Corporation (Power Financial); Putnam Investments, LLC (Putnam); Sagard Europe, Sagard Capital and Sagard China (Sagard Investment Funds); SGS SA (SGS); Square Victoria Communications Group Inc. (Square Victoria Communications Group or SVCG); Suez Environnement Company (Suez Environnement); Swiss Stock Exchange (SIX); The Canada Life Assurance Company (Canada Life); The Great-West Life Assurance Company (Great-West Life); Total SA (Total); Wealthsimple Financial Corp. (Wealthsimple).

A 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 6


PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

P O W E R C O R P O R A T I O N O F C A N A D A

ORGANIZATION OF THE INTERIM MD&A Page Page

Overview 3 Financial Instruments 27

Power Financial 4 Off-Balance Sheet Arrangements 28

Sagard Investment Funds 5 Contingent Liabilities 28

Other Subsidiaries 6 Commitments and Contractual Obligations 28

Other Investments 7 Income taxes 29

Basis of Presentation 7 Transactions with Related Parties 29

Non-IFRS Financial Measures and Presentation 9 Summary of Critical Accounting Estimates and Judgments 29

Results of Power Corporation of Canada 10 Changes in Accounting Policies 29

Financial Position 18 Future Accounting Changes 30

Cash Flows 22 Internal Control over Financial Reporting 31

Capital Management 24 Summary of Quarterly Results 32

Risk Management 25

OVERVIEW

Power Corporation is a diversified international management and holding company with interests in companies in the financial services, renewable energy, communications and other business sectors. Its principal asset is a controlling interest in Power Financial, which in turn controls Lifeco and IGM. Power Financial also holds jointly with the Frère Group of Belgium, a controlling interest in Pargesa. Power Financial (TSX: PWF), Lifeco (TSX: GWO) and IGM (TSX: IGM) are public companies listed on the Toronto Stock Exchange. Pargesa is a public company listed on the Swiss Stock Exchange (SIX: PARG). As of May 13, 2016, Power Corporation held 65.6% of the equity and voting interests in Power Financial.

The Corporation’s MD&A consists of five parts:

Part A ower Corporation, presented on a consolidated and non-consolidated basis;

Part ’s interim MD&A, presented on a consolidated and non-consolidated basis, as prepared and disclosed by Power Financial in accordance with applicable securities legislation, and which is also available either directly from SEDAR (www.sedar.com) or from Power Financial’s website (www.powerfinancial.com);

Part C Lifeco’s interim MD&A, as prepared and disclosed by Lifeco in accordance with applicable securities legislation, and which is also available either directly from SEDAR (www.sedar.com) or from Lifeco’s website (www.greatwestlifeco.com);

Part D IGM’s interim MD&A, as prepared and disclosed by IGM in accordance with applicable securities legislation, and which is also available either directly from SEDAR (www.sedar.com) or from IGM’s website (www.igmfinancial.com);

Part E Pargesa’s financial results, derived from publicly disclosed information, as issued by Pargesa in its end-of-quarter press release that discusses its earnings. Further information on Pargesa’s results is available on its website (www.pargesa.ch).



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


The following chart reflects the economic interest held by the Corporation in entities at March 31, 2016, which include Power Financial’s operating companies, Power Energy, SVCG and the Sagard Investment Funds. The Sagard Investment Funds hold in their portfolios controlling interests in: Alvest, Les Délices des 7 Vallées (both held by Sagard Europe), and IntegraMed (held by Sagard Capital).

POWER FINANCIAL Power Financial is a diversified management and holding company with substantial operations in the financial services sector in Canada, the United States and Europe, through its controlling interests in Lifeco and IGM. Power Financial also holds jointly with the Frère Group, a controlling interest in Pargesa, a holding company which focuses on a limited number of significant and strategic core holdings, held through its subsidiary, GBL.

Lifeco Lifeco is an international financial services holding company with subsidiaries offering life insurance, health insurance, retirement and investment services and engaged in the asset management and reinsurance businesses.

At March 31, 2016, Power Financial and IGM held 67.4% and 4.0%, respectively, of Lifeco’s common shares, representing approximately 65% of the voting rights attached to all outstanding Lifeco voting shares. Voting rights in a life insurance company are limited by law to 65%.

See part C of this MD&A for additional information on Lifeco.

IGM Financial IGM is a financial services company which serves the financial needs of Canadians through its principal subsidiaries, each operating distinctly within the advice segment of the financial services market.

31.2% [4] Eagle Creek

61.2%

IGM Financial

95.8%

Putnam

100%

Great-West Life & Annuity

100%

Mackenzie

100%

Investors Group

POWER CORPORATION

65.6%

Power Financial

3.8%

4.0%

100%

Great-West Life

100%

London Life

100%

Canada Life

100%

Irish Life

27.8% [1]

Pargesa

50.0%

GBL

LafargeHolcim 9.4%

Pernod Ricard 7.5%

Total 1.3%

Imerys 53.8%

SGS 15.0%

Engie 2.3%

[1] Held through Parjointco, a jointly controlled corporation (50%). [2] Representing 60.4% of the voting rights. [3] See page 9 for the Corporation’s interest in the Sagard Europe funds. [4] Held through Power Energy Eagle Creek (60%).

67.4%

Lifeco

Other Investments

100%

SVCG

100%

Power Energy

100%

Potentia Solar

Sagard Europe [3]

Sagard Investment Funds

Sagard China S d100%

Alvest 46.6%

Les Délices des 7 Vallées 59.5%

Sagard Capital S d100%

IntegraMed 97.3%

Wealthsimple

59.8% [2]



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


At March 31, 2016, Power Financial and Great-West Life, a subsidiary of Lifeco, held 61.2% and 3.8%, respectively, of IGM’s common shares. As a result of IGM’s repurchases and subsequent cancellation of its common shares, Power Financial’s equity interest in IGM increased by 0.8% from 60.4% at December 31, 2015 to 61.2% at March 31, 2016.

See part D of this MD&A for additional information on IGM.

Pargesa and GBL Power Financial Europe B.V., a wholly owned subsidiary of Power Financial, and the Frère Group, each hold a 50% interest in Parjointco, which, at March 31, 2016, held a 55.5% interest in Pargesa, representing 75.4% of the voting rights in that company.

Pargesa is a holding company, which, at March 31, 2016, held a 50% interest in GBL, representing 52% of the voting rights in that company. GBL, a Belgian holding company, is listed on the Brussels Stock Exchange (EBR: GBLB).

At March 31, 2016, GBL’s portfolio was mainly comprised of investments in: Imerys – mineral-based specialty solutions for industry (EPA: NK); LafargeHolcim – cement, aggregates and concrete (SIX: HOLN and EPA: LHN); SGS – testing, inspection and certification (SIX: SGSN); Pernod Ricard – wines and spirits (EPA: RI); Total – oil, gas and alternative energies (EPA: FP); and Engie – electricity, natural gas, and energy and environmental services (EPA: ENGI).

See Part E of this MD&A for additional information on Pargesa.

Wealthsimple In the first quarter of 2016, Power Financial invested $13 million in Wealthsimple, a technology-driven investment manager, bringing the total investment to date to $30 million. At March 31, 2016, Power Financial held a 59.8% equity interest in Wealthsimple, representing 60.4% of the voting rights.

SAGARD INVESTMENT FUNDS The Corporation has invested in equity investment funds in three geographies: Sagard Europe, Sagard Capital in the United States, and Sagard China. Each of the Sagard Investment Funds operates with separate dedicated teams. Power Corporation conducts its investment fund activities to: (i) leverage its extensive global network and business relationships; (ii) achieve long-term capital appreciation through fundamental investment analysis; and (iii) seek opportunities to increase its ownership in successful investments.

Sagard Europe The Corporation has invested in three funds in Europe: Sagard Private Equity Partners (Sagard 1), Sagard II (Sagard 2) and Sagard 3, which together are operated as Sagard Europe. Sagard Europe is managed by Sagard SAS, a wholly owned subsidiary of the Corporation based in France. Pargesa and GBL have also invested in Sagard Europe’s funds. Sagard Europe invests in mid-sized private companies based in France, Belgium, Luxembourg and Switzerland with the objective of exercising significant influence.

The Corporation does not have significant influence in respect of either Sagard 1 or Sagard 2, therefore the Corporation’s interest in the portfolio investments of each of these two funds is accounted for as available-for-sale investments. However, the Corporation controls Sagard 3, and as such, Sagard 3’s financial statements are consolidated with those of Power Corporation. Investments in companies that are controlled by Sagard 3 are consolidated with Sagard 3. At March 31, 2016, Sagard 3 held a controlling interest in Alvest (46.6% economic interest and 50.01% voting interest) and in Les Délices des 7 Vallées (59.5% economic and voting interest) (see “Other Subsidiaries” below).



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Sagard Europe funds: March 31, 2016 (in millions; in Canadian dollars except as otherwise noted) Sagard 1 Sagard 2 Sagard 3

Fund size €535 €748 €404 Corporation’s commitment [1] €100 €148 €201 Corporation’s outstanding commitment at March 31, 2016 [1] €3 €37 €87 Corporation’s share of distributions to date 405 109 23 Fair value of the Corporation’s share at March 31, 2016 10 93 160

[1] Excluding commitments of Pargesa (€37 million in Sagard 2), and GBL (€50 million in Sagard 1, €113 million in Sagard 2, and €200 million in Sagard 3).

At March 31, 2016, the fair value of the Corporation’s investments in the Sagard Europe funds, excluding the Corporation’s share of such investments held indirectly through Pargesa and GBL, and including the investments in Alvest and Les Délices des 7 Vallées, was $263 million, compared with $257 million at December 31, 2015.

Sagard Capital Sagard Capital Partners, L.P. (Sagard Capital) primarily invests in mid-cap public companies in the United States. Sagard Capital also holds a 97.3% interest in IntegraMed (see “Other Subsidiaries” below). At March 31, 2016, the fair value of Sagard Capital’s investments, including cash and the investment in IntegraMed at fair value, was $952 million, compared with $951 million at December 31, 2015.

Sagard China Power Corporation invests as a Qualified Foreign Institutional Investor (QFII) in the Chinese “A” shares market. In addition, the Corporation has invested in Chinese companies listed on the Hong Kong Stock Exchange (“H” shares) and the Shenzhen or Shanghai Stock Exchange (“B” shares). Collectively, the Chinese “A”, “B” and “H” share investment activities are Sagard China.

OTHER SUBSIDIARIES Other subsidiaries consist of Power Energy and SVCG as well as companies in which the Sagard Investment Funds own a controlling interest (Alvest, Les Délices des 7 Vallées and IntegraMed).

Power Energy Power Energy, a wholly owned subsidiary of the Corporation, actively manages investments in companies that develop, own and operate renewable energy generating facilities. Currently, activities are focused on solar, hydro, and wind projects located in North America.

Power Energy invested $154 million in the first quarter of 2016, of which $122 million was used to increase its interest in Potentia to 100%. Power Energy’s investments to date are $328 million.

March 31,

2016 December 31,

2015

Fair value Investments

Money market funds 117 350 A, B and H equities 315 148

Cash 206 168 Total portfolio 638 666



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Square Victoria Communications Group Square Victoria Communications Group, through its subsidiary La Presse, publishes LaPresse+, a digital edition for iPad and Android tablets, and La Presse, a newspaper. It also operates the related website LaPresse.ca. On January 1, 2016, La Presse completed a significant component of its digital transition by ceasing to publish its paper edition from Monday to Friday. The Saturday paper edition continues to be available.

Controlled Portfolio Investments At March 31, 2016, the Sagard Investment Funds held a controlling interest in the following three companies:

46.6% (50.01% voting interest) in Alvest, a global leader of airport ground support equipment and replacement parts distribution which is held through Sagard 3;

59.5% in Les Délices des 7 Vallées, a French supplier of premium frozen desserts which is held through Sagard 3; and

97.3% in IntegraMed, private healthcare services companies which are held through Sagard Capital.

OTHER INVESTMENTS The Corporation holds a 10% interest in China AMC; at March 31, 2016, the fair value of this private investment was estimated to be $310 million (same as at December 31, 2015). China AMC was established in 1998 and was one of the first asset management companies approved by the China Securities Regulatory Commission. It is recognized as a leader in the Chinese asset management sector.

BASIS OF PRESENTATION

The Interim Consolidated Financial Statements of the Corporation have been prepared in accordance with International Accounting Standard 34 Interim Financial Reporting (IAS 34) and are presented in Canadian dollars.

The financial statements of Power Financial are consolidated with those of the Corporation. Lifeco and IGM are controlled by Power Financial (itself controlled by the Corporation) and their financial statements are consolidated with those of Power Financial. Consolidated financial statements present, as a single economic entity, the assets, liabilities, revenues, expenses and cash flows of the parent company and its subsidiaries. The consolidated financial statements present the financial results of Power Corporation (parent), its subsidiaries, and other controlled entities after the elimination of intercompany balances and transactions.

Power Financial’s investment in Pargesa is held through Parjointco. Parjointco is a holding company jointly controlled by Power Financial and the Frère Group. Parjointco’s only investment is its interest in Pargesa. Power Financial’s investment in Parjointco is accounted for using the equity method, in which:

The investment is initially recognized at cost and adjusted thereafter for post-acquisition changes in Power Financial’s share of Pargesa’s net assets (shareholders’ equity);

Power Financial’s net earnings or loss includes its share of Pargesa’s net earnings or loss; and

Power Financial’s other comprehensive income includes its share of Pargesa’s other comprehensive income.

Power Financial’s investment in Wealthsimple is accounted for using the equity method.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


The following table summarizes the accounting presentation for the Corporation’s holdings: Control Basis of Accounting Earnings and Other

Comprehensive Income Impairment Testing Impairment Reversal

Controlling interest in the entity

Consolidation Consolidated with non-controlling interests

Goodwill and indefinite life intangible assets are tested annually for impairment

Impairment of goodwill cannot be reversed

Impairment of intangible assets is reversed if there is evidence of recovery of value

Significant influence or joint control

Equity method of accounting

Corporation’s share of earnings and other comprehensive income

Entire investment is tested for impairment

Reversed if there is evidence the investment has recovered its value

Non-controlled portfolio investments

Available for sale (AFS) Earnings consist of dividends received and gains or losses on disposals

The investments are marked to market through other comprehensive income

Earnings are reduced by impairment charges, if any

Impairment testing is done at the individual investment level

A significant or prolonged decline in the value of the investment results in an impairment charge

Cannot be reversed even if there is a subsequent recovery of value

A share price decrease subsequent to an impairment leads to a further impairment

At March 31, 2016, the Corporation’s holdings were as follows:

Holdings % economic

interest Basis of accounting Method of accounting

Power Financial 65.6 Controlling interest Consolidation Lifeco [1] 67.4 Controlling interest Consolidation IGM [2] 61.2 Controlling interest Consolidation Pargesa [3] 27.8 Joint control Equity method of accounting Wealthsimple [4] 59.8 Joint control Equity method of accounting

Power Energy 100.0 Controlling interest Consolidation Potentia Solar 100.0 Controlling interest Consolidation Power Energy Eagle Creek 60.0 Controlling interest Consolidation

Eagle Creek 52.0 Joint control Equity method of accounting Square Victoria Communications Group 100.0 Controlling interest Consolidation

[1] IGM also holds a 4.0% interest in Lifeco. [2] Great-West Life also holds a 3.8% interest in IGM. [3] Held through Parjointco, a jointly controlled corporation (50%). [4] Representing 60.4% of the voting rights.

At March 31, 2016, Pargesa’s holdings were as follows:

Holdings % economic


GBL 50.0 Controlling interest Consolidation

Imerys 53.8 Controlling interest Consolidation

LafargeHolcim 9.4 Portfolio investment Available for sale

SGS 15.0 Portfolio investment Available for sale

Pernod Ricard 7.5 Portfolio investment Available for sale

Total 1.3 Portfolio investment Available for sale

Engie 2.3 Portfolio investment Available for sale



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


At March 31, 2016, the holdings of the Sagard Investment Funds were as follows:

Sagard Investment Funds % economic


Sagard Europe Sagard 1 18.7 Portfolio investment Available for sale Sagard 2 19.8 Portfolio investment Available for sale Sagard 3 49.7 Controlling interest Consolidation

Alvest 46.6 Controlling interest Consolidation Les Délices des 7 Vallées 59.5 Controlling interest Consolidation Other investments 10 – 15 Portfolio investments Available for sale

Sagard Capital 100.0 IntegraMed 97.3 Controlling interest Consolidation Other investments 1 – 21 Portfolio investments Available for sale

Sagard China 100.0 Various investments less than 5 Portfolio investments Available for sale

This summary of accounting presentation should be read in conjunction with the following notes to the Corporation’s 2015 Consolidated Financial Statements:

Basis of presentation and summary of significant accounting policies; Investments; Investments in jointly controlled corporations and associates; Goodwill and intangible assets; and Non-controlling interests.

NON-IFRS FINANCIAL MEASURES AND PRESENTATION In analyzing the financial results of the Corporation and consistent with the presentation in previous periods, “Net earnings attributable to participating shareholders”, presented in the section “Results of Power Corporation of Canada”, are comprised of:

operating earnings attributable to participating shareholders; and

other items or non-operating earnings, which include the after-tax impact of any item that in management’s judgment would make the period-over-period comparison of results from operations less meaningful. Other items include the Corporation’s share of items presented as other items or non-operating earnings by a subsidiary or a jointly controlled corporation or associate.

Management uses these financial measures in its presentation and analysis of the financial performance of Power Corporation, and believes that they provide additional meaningful information to readers in their analysis of the results of the Corporation. Operating earnings, as defined by the Corporation, assist the reader in comparing the current period’s results to those of previous periods as items that are not considered to be ongoing operating activities are excluded from this non-IFRS measure.

Operating earnings attributable to participating shareholders and operating earnings per share are non-IFRS financial measures that do not have a standard meaning and may not be comparable to similar measures used by other entities. For a reconciliation of these non-IFRS measures to results reported in accordance with IFRS, see the “Results of Power Corporation of Canada – Earnings Summary – Condensed Supplementary Non-Consolidated Statements of Earnings” section below.

In this MD&A, a non-consolidated basis of presentation is also used by the Corporation to present and analyze its results, financial position and cash flows. In this basis of presentation, Power Corporation’s interests in Power Financial and other subsidiaries are accounted for using the equity method. Presentation on a non-consolidated basis is a non-IFRS presentation. However, it is useful to the reader as it presents the holding company’s (parent) results separately from the results of its operating subsidiaries. Reconciliations of the non-IFRS basis of presentation with the presentation in accordance with IFRS are included elsewhere in this MD&A.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


RESULTS OF POWER CORPORATION OF CANADA

EARNINGS SUMMARY – CONDENSED SUPPLEMENTARY NON-CONSOLIDATED STATEMENTS OF EARNINGS The following table is a reconciliation of non-IFRS financial measures: operating earnings, non-operating earnings, operating earnings per share and non-operating earnings per share with financial measures presented in accordance with IFRS: net earnings and net earnings per share. In this section, the contributions from Power Financial and other subsidiaries, which represent most of the earnings of Power Corporation, are accounted for using the equity method.

Three months ended March 31,

2016 December 31,

2015 March 31,

2015

Operating earnings Power Financial 313 341 371 Other subsidiaries [1] (27 ) (22) (18 )

286 319 353 Corporate operations

Income from investments [2] (46 ) 46 41 Operating and other expenses (36 ) (35) (32 )

Dividends on non-participating shares (13 ) (13) (13 ) Operating earnings (attributable to participating shareholders) 191 317 349

Other items (non-operating earnings) [3] Power Financial (143 ) 5 5 Other subsidiaries [1] (13)

(143 ) (8) 5 Net earnings (attributable to participating shareholders) 48 309 354

Earnings per share (attributable to participating shareholders) Operating earnings 0.41 0.69 0.76 Non-operating earnings (0.31 ) (0.02) 0.01 Net earnings 0.10 0.67 0.77

[1] Other subsidiaries include controlled portfolio investments. [2] Includes income from Sagard Investment Funds (excluding income from controlled portfolio investments) and from Other Investments. [3] See “Other Items” below.

NET EARNINGS (ATTRIBUTABLE TO PARTICIPATING SHAREHOLDERS)

Net earnings attributable to participating shareholders for the three-month period ended March 31, 2016 were $48 million or $0.10 per share, compared with $354 million or $0.77 per share in the corresponding period in 2015, and $309 million or $0.67 per share in the fourth quarter of 2015.

A discussion on the results of the Corporation is provided in the sections “Contribution to operating earnings”, “Corporate operations of Power Corporation”, and “Other items” below.

OPERATING EARNINGS (ATTRIBUTABLE TO PARTICIPATING SHAREHOLDERS)

Operating earnings attributable to participating shareholders for the three-month period ended March 31, 2016 were $191 million or $0.41 per share, compared with $349 million or $0.76 per share in the corresponding period in 2015, a decrease of 46.1% on a per share basis, and $317 million or $0.69 per share in the fourth quarter of 2015.

A 1 0 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 6


PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


CONTRIBUTION TO OPERATING EARNINGS Power Corporation’s share of operating earnings from Power Financial and other subsidiaries for the three-month period ended March 31, 2016 was $286 million, compared with $353 million for the corresponding period in 2015, and $319 million in the fourth quarter of 2015.

Power Financial Power Financial reported operating earnings attributable to common shareholders of $476 million or $0.67 per share for the three-month period ended March 31, 2016, compared with $565 million or $0.79 per share for the corresponding period in 2015, and $521 million or $0.73 per share in the fourth quarter of 2015.

Power Financial’s operating earnings are summarized below:


2016 December 31,

2015 March 31,

2015

Contribution to operating earnings from: Lifeco 419 461 473 IGM 100 118 119 Pargesa 29 1 19

548 580 611 Corporate operations of Power Financial (41 ) (27 ) (13) Dividends on perpetual preferred shares (31 ) (32 ) (33) Operating earnings (attributable to Power Financial common shareholders) 476 521 565 Power Corporation’s share 313 341 371

Power Financial’s contribution to Power Corporation’s operating earnings was $313 million for the three-month period ended March 31, 2016, compared with $371 million in the same period in 2015, and $341 million in the fourth quarter of 2015.

For more information on Power Financial’s results, see Part B of this MD&A.

The reportable operating segments of Power Financial and Power Corporation are Lifeco, IGM and Pargesa.

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 6 A 1 1


PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


L I F E C O

Lifeco’s contribution to Power Financial’s operating earnings for the three-month period ended March 31, 2016 was $419 million, compared with $473 million for the corresponding period in 2015 and $461 million in the fourth quarter of 2015.

Lifeco reported operating earnings attributable to Lifeco common shareholders of $620 million or $0.625 per share for the three-month period ended March 31, 2016, compared with $700 million or $0.702 per share in the corresponding period in 2015, a decrease of 11.0% on a per share basis, and $683 million or $0.688 per share in the fourth quarter of 2015.

Summary of Lifeco’s operating segment results:


2016 December 31,

2015 March 31,

2015

Canada Individual Insurance 92 51 77 Wealth Management 101 119 122 Group Insurance 67 74 109 Canada Corporate 16 18 (9 ) 276 262 299

United States Financial Services 90 86 120 Asset Management (25 ) 41 2 U.S. Corporate (2 ) (2 ) (1 ) 63 125 121

Europe Insurance and Annuities 226 234 216 Reinsurance 63 73 77 Europe Corporate (2 ) (4 ) (7 ) 287 303 286

Lifeco Corporate (6 ) (7 ) (6 ) Operating earnings (attributable to Lifeco common shareholders) 620 683 700

Power Financial’s share 419 461 473

C a n a d a Operating earnings for the three-month period ended March 31, 2016 were $276 million, compared with $299 million for the corresponding period in 2015. The decrease was primarily due to less favourable morbidity experience, the impact of lower equity market levels and lower contributions from investment experience, partially offset by lower income taxes.

U n i t e d S t a t e s Operating earnings for the three-month period ended March 31, 2016 were US$47 million (C$63 million), a decrease of US$51 million (C$58 million) when compared with the same quarter last year. The decrease was primarily due to the lower contributions from investment experience, lower net fee income and higher operating expenses related to strategic and business development, partially offset by lower income taxes driven by a management election to claim foreign tax credits.

E u r o p e Operating earnings for the three-month period ended March 31, 2016 were $287 million, comparable to the corresponding period in 2015.

See Part C of this MD&A for more information on Lifeco’s results.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


I G M F I N A N C I A L

IGM’s contribution to Power Financial’s operating earnings was $100 million for the three-month period ended March 31, 2016, compared with $119 million for the corresponding period in 2015, and $118 million in the fourth quarter of 2015.

IGM reported operating earnings available to IGM common shareholders of $167 million or $0.69 per share for the three-month period ended March 31, 2016, compared with $200 million or $0.80 per share in the corresponding period in 2015, a decrease of 13.8% on a per share basis, and $198 million or $0.81 per share in the fourth quarter of 2015.

Operating earnings before interest and taxes of IGM’s segments (a non-IFRS measure, as discussed in Part D of this MD&A) and operating earnings available to IGM common shareholders were as follows:


2016 December 31,

2015 March 31,

2015

Investors Group 163 190 191 Mackenzie 36 51 57 Corporate and other 34 36 32 Operating earnings (before interest, income taxes, preferred share dividends and other) 233 277 280 Interest expense, income taxes, preferred share dividends and other (66 ) (79) (80 ) Operating earnings (available to IGM common shareholders) 167 198 200

Power Financial’s share 100 118 119

I n v e s t o r s G r o u p Operating earnings decreased in the three-month period ended March 31, 2016, compared to the same period in 2015, due to:

A decrease in revenues primarily resulting from the decrease in average daily mutual fund assets of 2.5% in the first quarter of 2016 from the first quarter of 2015, as well as a decline in the average management fee rate;

A decrease in net investment income; and An increase in expenses resulting largely from initiatives undertaken in 2015 to improve support in

several areas, as well as the effect of continuing investments in system related projects.

M a c k e n z i e Operating earnings decreased in the three-month period ended March 31, 2016, compared to the same period in 2015, due to:

A decrease in revenues primarily resulting from the decrease in average assets under management of 18.8% in the first quarter of 2016 from the first quarter of 2015, and offset, in part, by an increase in the average management fee rate; and

A decrease in commission expenses due to the decrease in average mutual fund assets for the three months ended March 31, 2016.

Total assets under management were as follows:

(In billions of dollars) March 31,

2016 December 31,

2015 March 31,

2015 December 31,

2014

Investors Group 75.2 74.9 76.5 73.5 Mackenzie 60.7 61.7 74.6 70.9 Corporate and other [1] (3.0 ) (3.0 ) (2.7 ) (2.5 ) Total 132.9 133.6 148.4 141.9

[1] Includes Investment Planning Counsel’s assets under management less an adjustment for assets sub-advised by Mackenzie on behalf of Investors Group and Investment Planning Counsel.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Total average daily mutual fund assets under management were as follows: 2016 2015 (In billions of dollars) Q1 Q4 Q3 Q2 Q1

Investors Group 73.5 75.3 75.4 76.8 75.5 Mackenzie 46.7 48.5 49.2 50.6 50.5 Corporate and other [1] 4.2 4.0 4.0 4.0 3.9 Total 124.4 127.8 128.6 131.4 129.9

[1] Includes Investment Planning Counsel’s assets under management less an adjustment for assets sub-advised by Mackenzie on behalf of Investors Group and Investment Planning Counsel.

Changes in average daily mutual fund assets under management over the past five quarters largely reflect changes on domestic and foreign markets. These average assets increased in the first two quarters of 2015; however, they declined by 2.1% and 0.6% in the third and fourth quarters of 2015, and declined 2.7% in the first quarter of 2016.

See Part D of this MD&A for more information on IGM’s results.

P A R G E S A

Pargesa’s contribution to Power Financial’s operating earnings was $29 million for the three-month period ended March 31, 2016, compared with $19 million in the corresponding period in 2015, and $1 million in the fourth quarter of 2015.

The components of Pargesa’s operating earnings were: Three months ended (In millions of Swiss francs)

March 31, 2016

December 31, 2015

March 31,2015

Contribution from principal holdings Share of earnings of:

Imerys 26 25 23 Lafarge [1] (7)

Dividends from: SGS 41 37 Pernod Ricard 11 Total (9 ) 22

58 58 53 Contribution from private equity activities and other investment funds (2 ) 2 Net financing charges 26 (44 ) 7 General expenses and taxes (5 ) (13 ) (8) Operating earnings 77 1 54

Power Financial’s share (in millions of Canadian dollars) 29 1 19

[1] Lafarge contributed to Pargesa’s earnings until June 30, 2015.

The average exchange rates for the three-month period ended March 31, 2016 and March 31, 2015 were as follows:


2016 March 31,

2015 Change %

Euro/SF SF1.10 SF1.07 2.8

SF/CAD C$1.38 C$1.30 6.2



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

Other subsidiaries

CORPORATE OPERATIONS OF POWER CORPORATION

Income from investments

March 31,2016

(3)

(34) (4)

5

(10) (46)



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Income from investments was a loss of $46 million for the three-month period ended March 31, 2016, compared with a gain of $41 million in the corresponding period of 2015, and a gain of $46 million in the fourth quarter of 2015.

Earnings from Sagard Investment Funds, as well as from Other Investments, are volatile in nature as they depend on many factors, including the timing of disposals and distributions.

Income from investments in the first quarter consisted mainly of impairment charges of $42 million at Sagard Capital and $4 million at Sagard China due to a significant or prolonged decline in the value of certain investments.

Operating and other expenses


2016 December 31,

2015 March 31,

2015

Operating expenses 25 25 21 Financing charges 8 8 8 Depreciation and income taxes 3 2 3 Operating and other expenses 36 35 32

OTHER ITEMS (NON-OPERATING EARNINGS)


2016 December 31,

2015 March 31,

2015

Power Financial IGM

Restructuring and other charges (10 )

Pargesa Total – Gain on partial disposal 67 32 6 Suez Environnement – Gain on exchange 1 LafargeHolcim – Impairment charge (203 ) Engie – Impairment charge (6 ) Imerys – Impairment and restructuring charges (17 ) Other (charge) income (1 ) (2 )

(143 ) 5 5 Other subsidiaries (13 ) (143 ) (8 ) 5



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Other items in the first quarter of 2016 were mainly comprised of the following: Power Financial The Corporation’s share of: F I R S T Q U A R T E R

Total – Gain on partial disposal of $67 million: GBL disposed of a 1.1% equity interest in Total. LafargeHolcim – Impairment charge of $203 million: a non-cash impairment charge of €1,443 million at GBL

due to the significant decrease of the share price of LafargeHolcim. Engie – Impairment charge of $6 million: a non-cash impairment charge at GBL.

Other items in the first and fourth quarters of 2015 were mainly comprised of the following: Power Financial The Corporation’s share of: F I R S T Q U A R T E R

Total – Gain on partial disposal of $6 million: GBL disposed of a 0.1% equity interest in Total. Suez Environnement – Gain on exchange of $1 million: a gain resulting from delivery of Suez Environnement

shares pursuant to the exercise of exchange rights by certain holders of Suez Environnement’s exchangeable bonds.

F O U R T H Q U A R T E R

IGM – Restructuring and other charges of $10 million: reflecting severance and payments to third parties related to exiting certain investment management activities and third-party back office relationships associated with Mackenzie and Investors Group.

Total – Gain on partial disposal of $32 million: GBL disposed of an additional 0.4% equity interest in Total. Imerys – Impairment and restructuring charges of $17 million: a charge representing non-operating items

recorded by Imerys, comprised of the impairment charge on its Oilfield Solutions division and restructuring charges relating to the integration of S&B’s activities (S&B is a global provider of mineral-based specialties).

Other subsidiaries F O U R T H Q U A R T E R

SVCG – Impairment charge of $13 million on an investment in a jointly controlled corporation.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


FINANCIAL POSITION

CONSOLIDATED BALANCE SHEETS (CONDENSED) The condensed balance sheet of Lifeco, IGM and other subsidiaries, as well as Power Corporation’s and Power Financial’s non-consolidated balance sheets are presented below. This table reconciles the non-consolidated balance sheet, which is not in accordance with IFRS, with the condensed consolidated balance sheet of the Corporation at March 31, 2016.

Power Corporation

PowerFinancial

Lifeco IGM Other subsidiaries

Consolidationadjustments [1]

Power Corporation Consolidated balance sheets

March 31,

2016 December 31,

2015

Assets Cash and cash equivalents 754 840 2,923 607 258 (621) 4,761 5,085 Investments 1,864 62 156,117 7,642 164 425 166,274 168,236 Investments in subsidiaries at equity 11,056 16,057 358 930 131 (28,532) Investment in Parjointco 2,543 2,543 2,610 Investments in jointly controlled

corporations and associates 265 160 27 452 437 Funds held by ceding insurers 12,954 12,954 15,512 Reinsurance assets 5,144 5,144 5,131 Other assets 381 127 9,709 978 863 (284) 11,774 11,684 Intangible assets 3,878 1,974 310 6,162 6,301 Goodwill 5,896 2,660 461 637 9,654 9,669 Interest on account of segregated

fund policyholders

193,001 193,001 198,194 Total assets 14,055 19,629 390,245 14,791 2,347 (28,348) 412,719 422,859

Liabilities Insurance and investment contract

liabilities 157,468 157,468 160,745 Obligations to securitization entities 7,155 7,155 7,092 Debentures and other debt

instruments 400 250 5,284 1,325 740 (43) 7,956 8,035 Other liabilities 298 511 9,961 1,542 799 (238) 12,873 13,286 Insurance and investment contracts

on account of segregated fund policyholders 193,001 193,001 198,194

Total liabilities 698 761 365,714 10,022 1,539 (281) 378,453 387,352

Equity Non-participating shares 970 2,580 2,514 150 (5,244) 970 970 Participating shareholders’ equity 12,387 16,288 19,161 4,619 752 (40,820) 12,387 13,058 Non-controlling interests [2, 3] 2,856 56 17,997 20,909 21,479 Total equity 13,357 18,868 24,531 4,769 808 (28,067) 34,266 35,507 Total liabilities and equity 14,055 19,629 390,245 14,791 2,347 (28,348) 412,719 422,859

[1] Consolidation adjustments include eliminations and reclassifications. [2] Non-controlling interests for Lifeco includes the Participating Account surplus in subsidiaries. [3] Non-controlling interests for consolidation adjustments represents non-controlling interests in the equity of Power Financial and Other

subsidiaries.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Total assets of the Corporation decreased to $412.7 billion at March 31, 2016, compared with $422.9 billion at December 31, 2015, mainly due to the following:

Investments at March 31, 2016 were $166.3 billion, a $2.0 billion decrease from December 31, 2015, primarily due to the impact of currency movements as the Canadian dollar strengthened against the U.S. dollar, euro and British pound.

Interest on account of segregated fund policyholders decreased by $5.2 billion, primarily due to the impact of currency movements.

Liabilities decreased to $378.5 billion at March 31, 2016, compared with $387.4 billion at December 31, 2015, mainly due to the following:

Insurance and investment contract liabilities decreased by $3.3 billion, primarily due to the strengthening of the Canadian dollar against the U.S. dollar, euro and British pound, partially offset by the impact of fair value adjustments.

Insurance and investment contract liabilities on account of segregated fund policyholders decreased by $5.2 billion, primarily due to the impact of currency movements of $5.7 billion, partially offset by net deposits of $0.5 billion.

Part B of this MD&A includes a discussion of the consolidated and non-consolidated balance sheet of Power Financial and Parts C and D of this MD&A include a discussion of the consolidated balance sheets of Lifeco and IGM, respectively.

NON-CONSOLIDATED BALANCE SHEETS In the non-consolidated basis of presentation shown below, investments in subsidiaries are presented by the Corporation using the equity method. These non-consolidated balance sheets, which are not in accordance with IFRS, enhance the MD&A and assist the reader by identifying changes in Power Corporation’s non-consolidated balance sheets, which include its investments in subsidiaries at equity.

March 31,

2016 December 31,

2015

Assets Cash and cash equivalents [1] 754 831 Investments 1,864 1,966 Investments in subsidiaries at equity [2] 11,056 11,435 Other assets 381 486 Total assets 14,055 14,718

Liabilities Debentures 400 400 Other liabilities 298 290 Total liabilities 698 690

Equity Non-participating shares 970 970 Participating shareholders’ equity 12,387 13,058 Total equity 13,357 14,028 Total liabilities and equity 14,055 14,718

[1] In these non-consolidated balance sheets, cash equivalents include $231 million ($191 million at December 31, 2015) of fixed income securities with maturities of more than 90 days. This amount is classified in investments in the Interim Consolidated Financial Statements.

[2] Includes controlled portfolio investments.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Cash and cash equivalents Cash and cash equivalents held by Power Corporation amounted to $754 million at March 31, 2016, compared with $831 million at the end of December 2015 (see “Non-consolidated Statements of Cash Flows” below for details).

Investments Investments amounted to $1,864 million at March 31, 2016, compared with $1,966 million at December 31, 2015. These investments, which are shown in the table below, are classified as available-for-sale investments.

March 31, 2016 December 31, 2015

Cost Unrealized gain (loss) Fair value Cost

Unrealized gain (loss) Fair value

Sagard Investment Funds Sagard Europe [1] 160 38 198 154 40 194 Sagard Capital [2] 270 190 460 268 202 470 Sagard China [3] 418 14 432 462 36 498

Other Investments China AMC 282 28 310 282 28 310 Investment and hedge funds and other 288 176 464 281 213 494

Total [4] 1,418 446 1,864 1,447 519 1,966

[1] Including Sagard Europe’s investment in Alvest and Les Délices des 7 Vallées at fair value (which are presented at equity in “Investments in Power Financial and Other subsidiaries” below), the fair value of Sagard Europe’s portfolio at March 31, 2016 was $263 million ($257 million at December 31, 2015).

[2] Including cash and Sagard Capital’s investment in IntegraMed at fair value (which is presented at equity in “Investments in Power Financial and Other subsidiaries” below), the fair value of Sagard Capital’s portfolio at March 31, 2016 was $952 million ($951 million at December 31, 2015).

[3] Including cash, the fair value of Sagard China’s portfolio at March 31, 2016 was $638 million ($666 million at December 31, 2015). [4] Total fair value includes $893 million of investments at March 31, 2016 ($972 million at December 31, 2015) valued using quoted prices in

active markets.

Power Corporation invests in private equity funds. At March 31, 2016, the fair value of these investments was $388 million and the Corporation had outstanding commitments to make future capital contributions to private equity funds for an aggregate amount of $172 million. The Corporation expects that future distributions from these funds will be sufficient to meet these outstanding commitments. The Corporation has also invested in a selected number of hedge funds and other investments. At March 31, 2016, the fair value of these investments in hedge funds and other investments was $76 million.

Investments in Power Financial and in Other subsidiaries The carrying value of Power Corporation’s investments in Power Financial and in Other subsidiaries, at equity, decreased to $11,056 million at March 31, 2016, compared with $11,435 million at December 31, 2015:

Power

Financial Other

subsidiaries Total Carrying value, at the beginning of the year 11,131 304 11,435

Investments in subsidiaries 178 178 Share of operating earnings 313 (27 ) 286 Share of other items (143 ) (143 ) Share of other comprehensive income (392 ) (44 ) (436 ) Dividends (184 ) (184 ) Other, mainly related to effects of change in ownership (41 ) (39 ) (80 )

Carrying value, at March 31, 2016 10,684 372 11,056



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


EQUITY

Non-participating shares Non-participating (preferred) shares of the Corporation consist of six series of First Preferred Shares with an aggregate stated capital amount of $970 million at March 31, 2016 (same as at December 31, 2015), of which $950 million are non-cumulative. All series are perpetual preferred shares and are redeemable in whole or in part solely at the Corporation’s option from specified dates. The First Preferred Shares, 1986 Series, have a stated value of $20 million (same as at December 31, 2015).

Participating shareholders’ equity Participating shareholders’ equity was $12,387 million at March 31, 2016, compared with $13,058 million at December 31, 2015: Three months ended March 31 2016 2015

Participating shareholders’ equity, at the beginning of the year 13,058 11,008

Changes in retained earnings Net earnings 61 367 Dividends declared (157 ) (147 ) Effects of changes in ownership in subsidiaries and other (67 ) (30 )

(163 ) 190

Changes in reserves Other comprehensive income (loss)

Foreign currency translation adjustments (532 ) 467 Available-for-sale assets and cash flow hedges 80 60 Actuarial gains (losses) related to benefit plans (130 ) (39 ) Share of Pargesa’s and other associates’ other comprehensive income 84 36

Share-based compensation (10 ) (29 ) (508 ) 495

Issuance of subordinate voting shares (none in 2016 and 1,251,657 shares in 2015) under the Corporation’s Executive Stock Option Plan [1] 50

Participating shareholders’ equity at March 31 12,387 11,743

[1] Issued for $40 million in 2015 and including an amount of $10 million representing the cumulative expenses related to these options.

The book value per participating share of the Corporation was $26.74 at March 31, 2016, compared with $28.19 at the end of 2015.

Outstanding number of participating shares As of the date of this MD&A, there were 48,854,772 Participating Preferred Shares of the Corporation outstanding, the same as at December 31, 2015, and 414,366,313 Subordinate Voting Shares of the Corporation outstanding, the same as at December 31, 2015. As of the date of this MD&A, options were outstanding to purchase up to an aggregate of 19,539,885 Subordinate Voting Shares of the Corporation under the Corporation’s Executive Stock Option Plan. The Corporation filed a short-form base shelf prospectus dated November 24, 2014, pursuant to which, for a period of 25 months thereafter, the Corporation may issue up to an aggregate of $2 billion of First Preferred Shares, Subordinate Voting Shares, subscription receipts and unsecured debt securities, or any combination thereof. This filing provides the Corporation with the flexibility to access debt and equity markets on a timely basis.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONDENSED) The condensed cash flow of Lifeco, IGM and other subsidiaries, as well as Power Corporation’s and Power Financial’s non-consolidated cash flow, are presented below. This table reconciles the non-consolidated statement of cash flows, which is not in accordance with IFRS, to the condensed consolidated statement of cash flows of the Corporation for the three-month period ended March 31, 2016.

Power Financial Power Corporation

Othersubsidiaries

Consolidation adjustments

Power Corporation

Power

Financial Lifeco

IGM

Eliminations

Sub-total

Consolidated cash

flows Three months ended March 31 2016 2015

Cash flow from: Operating activities 284 1,366 40 (334 ) 1,356 140 (35) (182 ) 1,279 1,209 Financing activities (298 ) (413 ) (188 ) 334 (565 ) (157 ) 110 (4 ) (616 ) (409 ) Investing activities (16 ) (708 ) (228 ) 88 (864 ) (50 ) (71) 146 (839 ) (83 )

Effect of changes in exchange rates on cash and cash equivalents (135 ) (135 ) (10 ) (3) (148 ) 110

Increase (decrease) in cash and cash equivalents (30 ) 110 (376 ) 88 (208 ) (77 ) 1 (40 ) (324 ) 827

Cash and cash equivalents, at the beginning of the year 870 2,813 983 (478 ) 4,188 831 257 (191 ) 5,085 4,431

Cash and cash equivalents, at March 31 840 2,923 607 (390 ) 3,980 754 258 (231 ) 4,761 5,258

On a consolidated basis, cash and cash equivalents decreased by $324 million in the three-month period ended March 31, 2016, compared with an increase of $827 million in the corresponding period of 2015. Operating activities produced a net inflow of $1,279 million in the three-month period ended March 31, 2016, compared with a net inflow of $1,209 million in the corresponding period of 2015. Cash flows from financing activities, which include dividends paid on the participating and non-participating shares of the Corporation and dividends paid by subsidiaries to non-controlling interests, represented a net outflow of $616 million in the three-month period ended March 31, 2016, compared with a net outflow of $409 million in the corresponding period of 2015. Cash flows from investing activities resulted in a net outflow of $839 million in the three-month period ended March 31, 2016, compared with a net outflow of $83 million in the corresponding period of 2015.

The Corporation increased its level of fixed income securities with maturities of more than 90 days, resulting in a net outflow of $40 million in the three-month period ended March 31, 2016, compared with a net inflow of $122 million in the corresponding period of 2015. Parts B, C and D of this MD&A include a discussion of the cash flows of Power Financial, Lifeco and IGM, respectively.

NON-CONSOLIDATED STATEMENTS OF CASH FLOWS As Power Corporation is a holding company, corporate cash flows are primarily comprised of dividends received and income from investments, less operating expenses, financing charges, income taxes, and non-participating and participating share dividends. Dividends received from Power Financial, which is also a holding company, represent a significant component of the Corporation’s corporate cash flows. The following non-consolidated cash flows statement of the Corporation, which is not presented in accordance with IFRS, has been prepared to assist the reader as it isolates the cash flows of Power Corporation, the parent company.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Three months ended March 31 2016 2015

Operating activities Net earnings before dividends on non-participating shares 61 367 Adjusting items

Earnings from subsidiaries not received in cash 31 (195) Impairment charges 47 Net gains on disposal of investments (15 ) (35) Other 16 16

140 153 Financing activities

Dividends paid on non-participating shares (13 ) (13) Dividends paid on participating shares (144 ) (134) Issuance of subordinate voting shares 40 Repurchase of non-participating shares (1)

(157 ) (108) Investing activities

Proceeds from disposal of investments 401 61 Purchase of investments (267 ) (63) Investment in subsidiaries (178 ) (30) Other (6 ) (2)

(50 ) (34) Effect of changes in exchange rates on cash and cash equivalents (10 ) 16 Increase (decrease) in cash and cash equivalents (77 ) 27 Cash and cash equivalents, at the beginning of the year 831 571 Cash and cash equivalents, at March 31 754 598

On a non-consolidated basis, cash and cash equivalents decreased by $77 million in the three-month period ended March 31, 2016, compared with an increase of $27 million in the corresponding period in 2015.

Operating activities produced a net inflow of $140 million in the three-month period ended March 31, 2016, compared with a net inflow of $153 million in the corresponding period in 2015.

Dividends declared by Power Financial on its common shares during the three-month period ended March 31, 2016 were $0.3925 per share, payable on May 1, 2016, compared with $0.3725 per share in the corresponding period of 2015. Power Corporation received dividends of $174 million from Power Financial in the three-month period ended March 31, 2016, compared with $164 million in the corresponding period of 2015.

Cash flows from operating activities were also negatively affected by the depreciation of the U.S. dollar against the Canadian dollar.

The Corporation’s financing activities during the three-month period ended March 31, 2016 were a net outflow of $157 million, compared with a net outflow of $108 million in the corresponding period in 2015, and included:

Dividends paid on non-participating and participating shares by the Corporation of $157 million, compared with $147 million in the corresponding period of 2015. In the three-month period ended March 31, 2016, dividends declared on the Corporation’s participating shares were $0.31125 per share, compared with $0.29 per share in the corresponding period of 2015.

No Subordinate Voting Shares of the Corporation were issued pursuant to the Corporation’s Executive Stock Option Plan, compared with $40 million in the corresponding period of 2015.

The Corporation’s investing activities during the three-month period ended March 31, 2016 represented a net outflow of $50 million, compared with a net outflow of $34 million in the corresponding period of 2015. The investments in subsidiaries include the acquisition of the non-controlling interest in Potentia for $122 million. Proceeds from disposal of investments and purchase of investments are comprised of investment activities of the Sagard Investment Funds and Other investments.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


CAPITAL MANAGEMENT

As a holding company, Power Corporation’s objectives in managing its capital are to: provide attractive long-term returns to shareholders of the Corporation; provide sufficient financial flexibility to pursue its growth strategy to invest on a timely basis in its operating

companies and other investments as opportunities present; and maintain an appropriate credit rating to ensure stable access to the capital markets.

The Corporation manages its capital taking into consideration the risk characteristics and liquidity of its holdings. In order to maintain or adjust its capital structure, the Corporation may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue capital. The Board of Directors of the Corporation is responsible for capital management. Management of the Corporation is responsible for establishing capital management procedures and for implementing and monitoring its capital plans. The Board of Directors of the Corporation reviews and approves capital transactions such as the issuance, redemption and repurchase of participating shares, non-participating shares and debentures. The boards of directors of the public subsidiaries, as well as those of Pargesa and GBL, are responsible for their respective company’s capital management. The Corporation holds positions in long-term investments as well as cash and fixed income securities for liquidity purposes. With the exception of debentures and other debt instruments, the Corporation’s capital is permanent, matching the long-term nature of its investments. The capital structure of the Corporation consists of non-participating shares, debentures, participating shareholders’ equity, and non-controlling interests. The Corporation views non-participating shares as a permanent and cost-effective source of capital consistent with its strategy of maintaining a relatively low level of debt. In the following table, consolidated capitalization reflects the consolidation of the Corporation’s subsidiaries. The Corporation’s consolidated capitalization includes the debentures and other debt instruments of its consolidated subsidiaries including those of its controlled portfolio investments. Debentures and other debt instruments issued by Power Financial, Lifeco, IGM and Other subsidiaries are non-recourse to the Corporation. Non-participating shares and total equity accounted for 81% of consolidated capitalization at March 31, 2016.

March 31,

2016 December 31,

2015

Debentures and other debt instruments Power Corporation 400 400

Power Financial 250 250 Lifeco 5,284 5,395 IGM 1,325 1,325 Other subsidiaries [1] 740 708 Consolidating adjustments (43 ) (43)

7,956 8,035 Non-participating shares

Power Corporation 970 970 Power Financial 2,580 2,580 Lifeco 2,514 2,514 IGM 150 150

6,214 6,214 Equity

Participating shareholders’ equity 12,387 13,058 Non-controlling interests [2] 15,665 16,235

28,052 29,293 42,222 43,542

[1] Other subsidiaries include controlled portfolio investments. [2] Represents the non-controlling equity interests of the Corporation’s subsidiaries excluding Power Financial, Lifeco, and IGM’s preferred shares,

which are shown in this table as non-participating shares.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


The Corporation is not subject to externally imposed regulatory capital requirements; however, Lifeco and certain of its main subsidiaries and IGM’s subsidiaries are subject to regulatory capital requirements. Parts B, C and D of this MD&A further describe the capital management activities of Power Financial, Lifeco and IGM, respectively.

RATINGS The current rating by Standard & Poor’s (S&P) of the Corporation’s debentures is “A” with a stable outlook. Dominion Bond Rating Service’s (DBRS) current rating on the Corporation’s debentures is “A” with a stable rating trend. Credit ratings are intended to provide investors with an independent measure of the credit quality of the securities of a corporation and are indicators of the likelihood of payment and the capacity of a corporation to meet its obligations in accordance with the terms of each obligation. Descriptions of the rating categories for each of the agencies set forth below have been obtained from the respective rating agencies’ websites. These ratings are not a recommendation to buy, sell or hold the securities of the Corporation and do not address market price or other factors that might determine suitability of a specific security for a particular investor. The ratings also may not reflect the potential impact of all risks on the value of securities and are subject to revision or withdrawal at any time by the rating organization. The “A” rating assigned to the Corporation’s debentures by S&P is the sixth highest of the 22 ratings used for long-term debt. A long-term debenture rated “A” is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories, however, the obligor’s capacity to meet its financial commitment on the obligation is still strong. The “A” rating assigned to the Corporation’s debentures by DBRS is the sixth highest of the 26 ratings used for long-term debt. A long-term debenture rated “A” implies that the capacity for the repayment is substantial, but of lesser credit quality than AA, and may be vulnerable to future events, although qualifying negative factors are considered manageable.

The credit ratings of the Corporation remain unchanged from those described in the 2015 Annual MD&A.

RISK MANAGEMENT

Power Corporation is a holding company whose principal asset is its controlling interest in Power Financial. Power Financial holds substantial interests in the financial services sector through its controlling interest in each of Lifeco and IGM. As a result, the Corporation bears the risks associated with being a significant shareholder of these operating companies. The respective boards of directors of Power Financial, Lifeco, IGM, Pargesa and GBL are responsible for the risk oversight function at their respective companies. The risk committee of the board of directors of Lifeco is responsible for its risk oversight, and the board of directors of IGM provides oversight and carries out its risk management mandate through various committees. Certain officers of the Corporation are members of these boards and committees of these boards and, consequently, in their role as directors, they participate in the risk oversight function at the operating companies. Parts B, C and D of this MD&A further describe risks related to Power Financial, Lifeco and IGM, respectively. The Corporation believes that a prudent approach to risk is achieved through a governance model that focuses on the active oversight of its investments. The Board of Directors of the Corporation has overall responsibility for operational risks associated with financial instruments and for monitoring management’s implementation and maintenance of policies and controls to manage risks associated with the Corporation’s business as a holding company.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


The Board of Directors provides oversight and carries out its risk management mandate primarily through the following committees:

The Audit Committee addresses risks related to financial reporting. The Compensation Committee considers risks associated with the Corporation’s compensation policies and

practices. The Governance and Nominating Committee oversees the Corporation’s approach to appropriately address

potential risks related to governance matters. The Related Party and Conduct Review Committee oversees the risks related to transactions with related

parties of the Corporation. There are certain risks inherent in an investment in the securities of the Corporation and in the activities of the Corporation, including the following risks and others discussed elsewhere in this MD&A, which investors should carefully consider before investing in securities of the Corporation. The following is a review of certain risks that could impact the financial condition and financial performance, and the value of the equity of the Corporation. This description of risks does not include all possible risks, and there may be other risks of which the Corporation is not currently aware.

OWNERSHIP OF COMMON AND PREFERRED SHARES The share price of Power Corporation, Power Financial and its subsidiaries may be volatile and subject to fluctuations in response to numerous factors beyond Power Corporation’s and such subsidiaries’ control. Economic conditions may adversely affect Power Corporation and its subsidiaries, including fluctuations in foreign exchange, inflation and interest rates, as well as monetary policies, business investment and the health of capital markets in Canada, the United States, Europe and Asia. In recent years, financial markets have experienced significant price and volume fluctuations that have affected the market prices of equity securities held by the Corporation and its subsidiaries and that have often been unrelated to the operating performance, underlying asset values or prospects of such companies. These factors may cause decreases in asset values that are deemed to be significant or prolonged, which may result in impairment charges. In periods of increased levels of volatility and related market turmoil, Power Corporation subsidiaries’ operations could be adversely impacted and the trading price of Power Corporation’s securities may be adversely affected.

LAWS, RULES AND REGULATIONS There are many laws, governmental rules and regulations and stock exchange rules that apply to the Corporation. Changes in these laws, rules and regulations, or their interpretation by governmental agencies or the courts, could have a significant effect on the business and the financial condition of the Corporation. The Corporation, in addition to complying with these laws, rules and regulations, must also monitor them closely so that changes therein are taken into account in the management of its activities.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


FINANCIAL INSTRUMENTS RISK Power Corporation has established policies, guidelines and procedures designed to identify, measure, monitor and mitigate material risks associated with financial instruments. The key risks related to financial instruments are liquidity risk, credit risk and market risk.

Liquidity risk is the risk that the Corporation will not be able to meet all cash outflow obligations as they come due.

Credit risk is the potential for financial loss to the Corporation if a counterparty in a transaction fails to meet its obligations.

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. Market factors include three types of risks: currency risk, interest rate risk and equity price risk. Currency risk relates to the Corporation 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.

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in the market interest rates.

Equity price risk is the uncertainty associated with the valuation of assets arising from changes in equity markets.

Power Corporation’s management of financial instruments risk has not changed materially from what is described in the 2015 Annual MD&A. For a further discussion of Power Corporation’s risk management, please refer to the Interim Consolidated Financial Statements and to Note 21 to the Corporation’s 2015 Consolidated Financial Statements. Parts B, C and D of this MD&A describe respectively Power Financial’s, Lifeco’s and IGM’s management of financial instruments risk.

FINANCIAL INSTRUMENTS

DERIVATIVE FINANCIAL INSTRUMENTS In the course of their activities, the Corporation and its subsidiaries use derivative financial instruments. When using such derivatives, they only act as limited end-users and not as market-makers in such derivatives.

The use of derivatives is monitored and reviewed on a regular basis by senior management of the Corporation and by senior management of its subsidiaries. The Corporation and its subsidiaries have each established operating policies, guidelines and procedures relating to the use of derivative financial instruments, which in particular focus on:

prohibiting the use of derivative instruments for speculative purposes;

documenting transactions and ensuring their consistency with risk management policies;

demonstrating the effectiveness of the hedging relationships; and

monitoring the hedging relationships.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


There were no major changes to the Corporation and its subsidiaries’ policies and procedures with respect to the use of derivative instruments in the first quarter of 2016. The following table provides a summary of the Corporation and its subsidiaries’ derivatives portfolio:

During the three-month period ended March 31, 2016, there was an increase of $3.0 billion in the notional amount outstanding and an increase in the maximum credit risk (this represents the market value of instruments in a gain position) primarily due to an increase of $2.2 billion in forward settling to-be-announced security transactions at Lifeco and regular hedging activities.

Parts B, C and D of this MD&A provide information on the types of derivative financial instruments used by Power Financial, Lifeco and IGM, respectively.

OFF-BALANCE SHEET ARRANGEMENTS

GUARANTEES In the normal course of their operations, the Corporation and its subsidiaries may enter into certain agreements, the nature of which precludes the possibility of making a reasonable estimate of the maximum potential amount the Corporation or subsidiary could be required to pay third parties, as some of these agreements do not specify a maximum amount and the amounts are dependent on the outcome of future contingent events, the nature and likelihood of which cannot be determined.

LETTERS OF CREDIT In the normal course of Lifeco’s reinsurance business, Lifeco provides letters of credit to other parties or beneficiaries. A beneficiary will typically hold a letter of credit as collateral in order to secure statutory credit for insurance and investment contract liabilities ceded to or amounts due from Lifeco. Lifeco may be required to seek collateral alternatives if it is unable to renew existing letters of credit on maturity. (See Note 31 to the Corporation’s 2015 Consolidated Financial Statements.)

CONTINGENT LIABILITIES

The Corporation and its subsidiaries are from time to time subject to legal actions, including arbitrations and class actions, arising in the normal course of business. It is inherently difficult to predict the outcome of any of these proceedings with certainty, and it is possible that an adverse resolution could have a material adverse effect on the consolidated financial position of the Corporation. However, based on information presently known, it is not expected that any of the existing legal actions, either individually or in the aggregate, will have a material adverse effect on the consolidated financial position of the Corporation.

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

At March 31, 2016, there had been no material changes in the contractual obligations of the Corporation and its subsidiaries from those reported in the 2015 Annual MD&A.

March 31, 2016 December 31, 2015

Notional Maximumcredit risk

Total fair value Notional

Maximum credit risk

Totalfair value

Power Corporation 44 (2 ) 43 (5) Power Financial 90 7 7 11 1 1 Lifeco 19,106 602 (1,413 ) 16,712 461 (2,163) IGM 3,214 66 8 2,702 58 Other subsidiaries 141 (4 ) 138 (2)

22,595 675 (1,404 ) 19,606 520 (2,169)



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


INCOME TAXES ( N O N- C ON S OL I DA TE D BA S I S)

The Corporation had, at March 31, 2016, non-capital losses of $199 million available to reduce future taxable income (including capital gains). These losses expire from 2026 to 2036.

TRANSACTIONS WITH RELATED PARTIES

Power Corporation has a Related Party and Conduct Review Committee composed entirely of Directors who are independent of management and independent of the Corporation’s controlling shareholder. The mandate of this Committee is to review proposed transactions with related parties of the Corporation, including its controlling shareholder, and to approve only those transactions that it deems appropriate and that are done at market terms and conditions.

In the normal course of business, Great-West Life enters into various transactions with related companies which include providing group insurance benefits to other companies within the Power Corporation group of companies. Such transactions are at market terms and conditions. These transactions are reviewed by the appropriate related party and conduct review committee.

Lifeco provides reinsurance, asset management and administrative services for employee benefit plans relating to pension and other post-employment benefits for employees of Power Corporation, Power Financial, and Lifeco and its subsidiaries. These transactions are at market terms and conditions and are reviewed by the appropriate related party and conduct review committee.

IGM enters into transactions with subsidiaries of Lifeco. These transactions are in the normal course of operations and include (i) providing certain administrative services, (ii) distributing insurance products and (iii) the sale of residential mortgages to Great-West Life and London Life. These transactions are at market terms and conditions and are reviewed by the appropriate related party and conduct review committee.

SUMMARY OF CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

In the preparation of the financial statements, management of the Corporation and the managements of its subsidiaries are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, net earnings and related disclosures. Key sources of estimation uncertainty and areas where significant judgments are made by the management of the Corporation and the managements of its subsidiaries include: the entities to be consolidated, insurance and investment contract liabilities, fair value measurements, investment impairment, goodwill and intangible assets (including deferred selling commissions), income taxes and employee future benefits. These are described in the Corporation’s 2015 Annual MD&A and in the notes to the 2015 Consolidated Financial Statements. There were no changes in the Corporation’s critical accounting estimates and judgments in the first quarter of 2016.

CHANGES IN ACCOUNTING POLICIES

There were no changes to the Corporation’s accounting policies from those reported at December 31, 2015.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


FUTURE ACCOUNTING CHANGES

The Corporation and its subsidiaries continuously monitor the potential changes proposed by the International Accounting Standards Board (IASB) and analyze the effect that changes in the standards may have on their consolidated financial statements when they become effective.

IFRS 4 – INSURANCE CONTRACTS In June 2013, the IASB issued a revised IFRS 4, Insurance Contracts exposure draft proposing changes to the accounting standard for insurance contracts. The IASB continues to deliberate the proposals in this exposure draft. The proposed standard differs significantly from Lifeco’s current accounting and actuarial practices under the Canadian Asset Liability Method (CALM) and is expected to produce more volatile financial results.

Lifeco has disclosed that it is actively monitoring developments in this area and that it will continue to measure insurance contract liabilities under current accounting and actuarial policies, including CALM, until a new IFRS for insurance contract measurement is issued and effective.

IFRS 9 – FINANCIAL INSTRUMENTS The IASB issued IFRS 9, Financial Instruments, which replaces IAS 39, Financial Instruments: Recognition and Measurement, the current standard for accounting for financial instruments. The standard was completed in three separate phases:

Classification and measurement: this phase requires that financial assets be classified at either amortized cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

Impairment methodology: this phase replaces the current incurred loss model for impairment of financial assets with an expected loss model.

Hedge accounting: this phase replaces the current rule-based hedge accounting requirements in IAS 39 with guidance that more closely aligns the accounting with an entity’s risk management activities.

In December 2015, the IASB published an exposure draft with proposed amendments to IFRS 4, Insurance Contracts to alleviate the temporary consequences of the different effective dates with IFRS 9. Companies whose business model is to predominantly issue insurance contracts are allowed the option to defer the effective date of IFRS 9 until the earliest of the mandatory effective date of IFRS 4 or January 1, 2021. For companies that do not issue insurance contracts, the effective date of January 1, 2018 should remain. The Corporation and its subsidiaries are evaluating the impact of the adoption of this standard.

IFRS 15 – REVENUE FROM CONTRACTS WITH CUSTOMERS The IASB issued IFRS 15, Revenue from Contracts with Customers, which provides a single model for entities to use in accounting for revenue arising from contracts with customers. The model requires an entity to recognize revenue as the goods or services are transferred to customers in an amount that reflects the expected consideration. The revenue recognition requirements in IFRS 15 do not apply to the revenue arising from insurance contracts, leases and financial instruments.

The standard will be effective January 1, 2018. The Corporation and its subsidiaries are evaluating the impact of the adoption of this standard.



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


IFRS 16 – LEASES In January 2016, the IASB issued IFRS 16, Leases, which requires a lessee to recognize a right-of-use asset representing its right to use the underlying leased asset and a corresponding lease liability representing its obligation to make lease payments for all leases. A lessee recognizes the related expense as depreciation on the right-of-use asset and interest on the lease liability. Short-term (less than 12 months) and low-value asset leases are exempt from these requirements.

The standard will be effective January 1, 2019. The Corporation and its subsidiaries are evaluating the impact of the adoption of this standard.

INTERNAL CONTROL OVER FINANCIAL REPORTING

The Corporation’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and that the preparation of financial statements for external purposes is in accordance with IFRS. The Corporation’s management is responsible for establishing and maintaining effective internal control over financial reporting. All internal control systems have inherent limitations and may become ineffective because of changes in conditions. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There have been no changes in the Corporation’s internal control over financial reporting during the three-month period ended March 31, 2016 which have materially affected, or are reasonably likely to materially affect, the Corporation’s internal control over financial reporting.



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


SUMMARY OF QUARTERLY RESULTS

2016 2015 2014 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

Total revenue [1] 13,280 9,379 9,839 5,415 13,632 11,600 9,338 10,934 10,757

Operating earnings (attributable to participating shareholders) [2] 191

317 484 423 349

340 350 324 224 per share – basic [2] 0.41 0.69 1.04 0.91 0.76 0.74 0.76 0.70 0.49

Other items (non-operating earnings) [2, 3] (143 ) (8 ) 24 192 5 29 (10) 18 per share – basic [2] (0.31 ) (0.02 ) 0.05 0.42 0.01 0.06 (0.02) 0.04

Net earnings (attributable to participating shareholders) 48

309 508 615 354

369 350 314 242 per share – basic 0.10 0.67 1.09 1.33 0.77 0.80 0.76 0.68 0.53 per share – diluted 0.10 0.66 1.09 1.32 0.76 0.80 0.76 0.68 0.52

[1] Revenue in the second quarter of 2015 is lower due to a decrease in the value of Lifeco’s bond portfolio resulting from increasing interest rates. [2] Operating earnings and operating earnings per share attributable to participating shareholders, and other items and other items per share are

non-IFRS financial measures. For a definition of these non-IFRS financial measures, please refer to the “Basis of Presentation – Non-IFRS Financial Measures and Presentation” section in this MD&A.

[3] Other items (non-operating earnings):

2016 2015 2014 Other items Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1

Power Financial IGM (10 ) (24 ) (5 ) Pargesa (143 ) 15 4 37 5 11 20 18 (143 ) 5 4 37 5 (13 ) 15 18 Other subsidiaries (13 ) 20 (28 ) 42 (25 ) Corporate operations 183 (143 ) (8 ) 24 192 5 29 (10 ) 18



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

POWER CORPORATION OF CANADA

March 312016

,

Assets4,761

114,71928,979

9,2065,0498,321

166,27412,954

5,1442,9951,624

6757,6101,8656,1629,654

193,001Total assets 412,719

Liabilities155,352

2,1167,1557,9562,0798,9301,864

193,001Total liabilities 378,453

Equity

970683

10,3611,343

13,35720,909

Total equity 34,266Total liabilities and equity 412,719



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

2016

Revenues

7,926(911)

7,015

1,6252,4114,036

1,882347

13,280

Expenses

6,642(472)

6,170369

3,1399,678

7921,988

12312,581

699(182)517

65Net earnings 452

Attributable to391

1348

452

Earnings per participating share

0.100.10



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

2016

Net earnings 452

Other comprehensive income (loss)Items that may be reclassified subsequently to net earnings

108(14)

––

94

98(37)

162

(1,079)

10(1)

(1,070)

121Total – items that may be reclassified (793)

Items that will not be reclassified subsequently to net earnings(324)

709

Total – items that will not be reclassified (245)

Other comprehensive income (loss) (1,038)

Total comprehensive income (loss) (586)

Attributable to(149)

13(450)(586)



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

Balance, beginning of year

Balance, end of period



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

2016

Operating activities517

(141)

3,208260

(5)(131)

(2,411)(18)

1,279Financing activities

(304)(13)

(144)(461)

–33

(125)(122)

365(9)

(616)Investment activities

7,783662

1,53719

–(8,439)

(936)(1,281)

(184)(839)(148)(324)

5,085Cash and cash equivalents, end of period 4,761

Net cash from operating activities includes1,498

96



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

NOTE 1 CORPORATE INFORMATION



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 2 BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Interim Financial Reporting




PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


USE OF SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS


IFRS 9 – Financial InstrumentsFinancial Instruments, Financial Instruments: Recognition and

Measurement

InsuranceContracts



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


IFRS 15 – Revenue from Contracts with CustomersRevenue from Contracts with Customers,

IFRS 16 – LeasesLeases,

NOTE 3 ACQUISITIONS

POWER ENERGY CORPORATION

LIFECO



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

NOTE 4 INVESTMENTS

CARRYING VALUES AND FAIR VALUES

NOTE 5 INVESTMENTS IN JOINTLY CONTROLLED CORPORATIONS AND ASSOCIATES



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 6 SEGREGATED FUNDS

INVESTMENTS ON ACCOUNT OF SEGREGATED FUND POLICYHOLDERS

INSURANCE AND INVESTMENT CONTRACTS ON ACCOUNT OF SEGREGATED FUND POLICYHOLDERS




PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


NOTE 7 INSURANCE AND INVESTMENT CONTRACT LIABILITIES

INSURANCE AND INVESTMENT CONTRACT LIABILITIES



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 8 STATED CAPITAL

AUTHORIZED

ISSUED AND OUTSTANDING

Non Participating Shares

Participating Shares

Total Participating Shares

Non Participating Shares

Participating Shares



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

NOTE 9 SHARE BASED COMPENSATION

STOCK OPTION PLAN

Compensation expense

,



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 10 CAPITAL MANAGEMENT

LIFECO



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Insurance Companies Act

IGM FINANCIAL



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 11 RISK MANAGEMENT



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


POWER CORPORATION, POWER FINANCIAL AND OTHER SUBSIDIARIES

Liquidity risk

Credit risk



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Market risk

a) Currency risk

b) Interest rate risk

c) Equity price risk



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


LIFECO

Liquidity risk

Credit risk

Market riska) Currency risk



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA



Change in interest rates



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA



Change in equity values

Change in best estimate return assumptions

IGM FINANCIAL

Liquidity risk



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA


Credit risk






PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

NOTE 12 PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 13 INCOME TAXES

INCOME TAX EXPENSE

EFFECTIVE INCOME TAX RATE

DEFERRED TAX ASSETS



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA

NOTE 14 OTHER COMPREHENSIVE INCOME

NOTE 15 EARNINGS PER SHARE

Earnings

Number of participating shares [millions]

Net earnings per participating share



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 16 FAIR VALUE OF FINANCIAL INSTRUMENTS



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Financial assets recorded at fair value

Financial liabilities recorded at fair value





PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA




PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


Type of asset Valuation approachSignificantunobservable input Input value

Inter relationship betweenkey unobservable inputsand fair value measurement



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA

NOTE 17 SEGMENTED INFORMATION



PA

RT

A

PO

WER

CO

RP

OR

ATI

ON

OF

CA

NA

DA


CONTRIBUTION TO NET EARNINGS

Revenues

Expenses

Contribution to net earnings

Attributable to



PA

RT

A

PO

WER

CO

RP

OR

ATIO

N O

F CA

NA

DA



Revenues

Expenses


Attributable to

TOTAL ASSETS






PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

The attached documents concerning Power Financial Corporation 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 refl ect 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 fi nancial performance, fi nancial position and cash fl ows 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 diff er materially from the content of forward-looking statements, the material factors and assumptions that were applied in making the forward-looking statements, and the subsidiary’s policy for updating the content of forward-looking statements, please see the attached documents, including the section entitled Forward-Looking Statements. The reader is cautioned to consider these factors and assumptions carefully and not to put undue reliance on forward-looking statements.

Power Financial Corporation

P A R T B


P A G E B 2


P A G E B 2 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 6 B 1

PCC_QUAT1_Eng02_PFC_2016-11-05_v1.indd B1PCC_QUAT1_Eng02_PFC_2016-11-05_v1.indd B1 16-05-12 2:00 PM16-05-12 2:00 PM

POWER FINANCIAL CORPORATIONMANAGEMENT’S DISCUSSION AND ANALYSIS

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

B 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 6


ORGANIZATION OF THE INTERIM MD&A

OVERVIEW

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



POWER FINANCIAL

Lifeco IGM Financial Pargesa

LIFECO

IGM FINANCIAL

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



PARGESA AND GBL

WEALTHSIMPLE



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



Control Basis of Accounting Earnings and OtherComprehensive Income

Impairment Testing Impairment Reversal

• • • •

•

• • • •

• •

•

•

•

•

•

•

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



NON-IFRS FINANCIAL MEASURES AND PRESENTATION

operating earnings

other items non-operating earnings

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



RESULTS OF POWER FINANCIAL CORPORATION

EARNINGS SUMMARY – CONDENSED SUPPLEMENTARY NON-CONSOLIDATED STATEMENTS OF EARNINGS

March 31,2016

Operating earnings419100

29548(41)(31)476

Other items (non-operating earnings) [1]

(217)(217)

Net earnings (attributable to common shareholders) 259

Earnings per share (attributable to common shareholders)

0.67(0.31)0.36

NET EARNINGS

OPERATING EARNINGS

CONTRIBUTION TO OPERATING EARNINGS LIFECO, IGM AND PARGESA

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



Lifeco

March 31,

2016

Canada92

1016716

276

United States90

(25)(2)63

Europe226

63(2)

287

Lifeco Corporate (6)620

419

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



IGM Financial

March 31,2016

1633634

233(66)167

100

March 31,

201675.260.7(3.0)

132.9

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

B 1 0 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 6


2016

Q1

73.546.7

4.2124.4

Pargesa

March 31,2016

26

41

(9)58(2)26(5)77

29

March 31,2016

SF1.10

C$1.38

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

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 6 B 1 1


CORPORATE OPERATIONS OF POWER FINANCIAL

March 31,2016

(5) (7)

(12)

(20) (4) (5)

(29) (41)

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



OTHER ITEMS

March 31,2016

101

(308)(9)

(1)(217)

Pargesa

IGM Financial

Pargesa

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



FINANCIAL POSITION

CONSOLIDATED BALANCE SHEETS

March 31,2016

Assets3,980

164,109

2,543

29212,954

5,14410,726

5,8529,193

193,001407,794

Liabilities157,468

7,1556,816

11,894

193,001376,334

Equity2,580

16,28812,59231,460

407,794

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



NON-CONSOLIDATED BALANCE SHEETS

March 31,2016

Assets840

6216,057

2,543127

19,629

Liabilities250511761

Equity2,580

16,28818,86819,629

Cash and cash equivalents

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



Investment in Subsidiaries and Parjointco

EQUITYPreferred shares

Common shareholders’ equity

2016

16,970

290(311)

(45)(66)

(667)87

(144)127(19)

(616)

16,288

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



Outstanding number of common shares

CASH FLOWS

CONSOLIDATED STATEMENTS OF CASH FLOWS

2016

1,356(565)(864)

(135)(208)

4,1883,980

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



NON-CONSOLIDATED STATEMENTS OF CASH FLOWS

2016


(16)10

284Financing activities

(32)(266)

(298)Investing activities

(13)(3)

(16)(30)870

Cash and cash equivalents, at March 31 840

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



CAPITAL MANAGEMENT

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



March 31,2016

Debentures and other debt instruments250

5,2841,325

(43)6,816

Preferred shares2,5802,514

1505,244

Equity16,288

9,92826,21638,276

RATINGS

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



RISK MANAGEMENT

OWNERSHIP OF COMMON AND PREFERRED SHARES

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



LAWS, RULES AND REGULATIONS

FINANCIAL INSTRUMENTS RISK

•

•

•


DERIVATIVE FINANCIAL INSTRUMENTS

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



OFF-BALANCE SHEET ARRANGEMENTS

GUARANTEES

LETTERS OF CREDIT

CONTINGENT LIABILITIES

COMMITMENTS AND CONTRACTUAL OBLIGATIONS

March 31, 2016

90 7 719,106 602 (1,413)

3,214 66 822,410 675 (1,398)

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



INCOME TAXES ( N O N - C ON S OL I D A T E D BA SIS)


SUMMARY OF CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N





IFRS 4 – INSURANCE CONTRACTSInsurance Contract

IFRS 9 – FINANCIAL INSTRUMENTSFinancial Instruments, Financial Instruments: Recognition and

Measurement

Insurance Contracts

IFRS 15 – REVENUE FROM CONTRACTS WITH CUSTOMERSRevenue from Contracts with Customers,

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



IFRS 16 – LEASESLeases,


PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N




2016Q1

12,970

4760.67

(217)(0.31)

2590.360.36

2016Q1

101

(308)(9)

(1)(217)

PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

NPOWER FINANCIAL CORPORATION

March 312016

,

Assets3,980

114,48828,979

7,2725,0498,321

164,10912,954

5,1442,8351,097

6757,1081,8465,8529,193

193,001Total assets 407,794

Liabilities155,352

2,1167,1556,8162,0738,0201,801

193,001Total liabilities 376,334

Equity

2,580804

14,2171,267

18,86812,592

Total equity 31,460Total liabilities and equity 407,794



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

2016

Revenues

7,926(911)

7,015

1,6622,4114,073

1,88212,970

Expenses

6,642(472)

6,170369

3,1399,678

7921,581

10512,156

814(180)634

70Net earnings 564

Attributable to274

31259564

Earnings per common share

0.360.36



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

2016

Net earnings 564

Other comprehensive income (loss)Items that may be reclassified subsequently to net earnings

122(24)(31)

471

98(37)

162

(982)10(1)

(973)

121Total – items that may be reclassified (719)

Items that will not be reclassified subsequently to net earnings(288)

709

Total – items that will not be reclassified (209)

Other comprehensive income (loss) (928)

Total comprehensive income (loss) (364)

Attributable to(57)31

(338)(364)



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

Balance, beginning of year

Balance, end of period



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

2016


(138)

3,208260

(5)(131)

(2,411)(61)

1,356Financing activities

(180)(32)

(266)(478)

–15

(125)(33)65(9)

(565)Investment activities

7,698662

1,13619

(8,314)(936)

(1,012)(117)(864)(135)(208)

4,188Cash and cash equivalents, end of period 3,980

Net cash from operating activities includes1,497

89



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION




PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N






PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION


USE OF SIGNIFICANT JUDGMENTS, ESTIMATES AND ASSUMPTIONS


IFRS 9 – Financial InstrumentsFinancial Instruments, Financial Instruments: Recognition and

Measurement

InsuranceContracts



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N


IFRS 15 – REVENUE FROM CONTRACTS WITH CUSTOMERSRevenue from Contracts with Customers,

IFRS 16 – LeasesLeases,

NOTE 3 BUSINESS ACQUISITION



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

NOTE 4 INVESTMENTS

CARRYING VALUES AND FAIR VALUES

NOTE 5 INVESTMENTS IN JOINTLY CONTROLLED CORPORATIONS AND ASSOCIATES



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



INSURANCE AND INVESTMENT CONTRACTS ON ACCOUNT OF SEGREGATED FUND POLICYHOLDERS




PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION


NOTE 7 INSURANCE AND INVESTMENT CONTRACT LIABILITIES

INSURANCE AND INVESTMENT CONTRACT LIABILITIES



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

NOTE 8 STATED CAPITAL

AUTHORIZED

ISSUED AND OUTSTANDING

First Preferred Shares (perpetual)

Common Shares

First Preferred Shares

Common Shares



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

NOTE 9 SHARE BASED COMPENSATION

STOCK OPTION PLAN

Compensation expense



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N


LIFECO



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION


Insurance Companies Act

IGM FINANCIAL



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N


POWER FINANCIALLiquidity risk



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION


Credit risk

Market risk

a) Currency risk





PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N


LIFECO

Liquidity risk

Credit risk




PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



Change in interest rates



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



Change in equity values

Change in best estimate return assumptions

IGM FINANCIAL

Liquidity risk



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION


Credit risk






PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

NOTE 12 PENSION PLANS AND OTHER POST EMPLOYMENT BENEFITS



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION

NOTE 13 INCOME TAXES

INCOME TAX EXPENSE

EFFECTIVE INCOME TAX RATE

DEFERRED TAX ASSETS



PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N

NOTE 14 OTHER COMPREHENSIVE INCOME

NOTE 15 EARNINGS PER SHARE

Earnings

Number of common shares [millions]

Net earnings per common share



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION




PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N








PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION




PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



Inter relationship betweenkey unobservable inputs andfair value measurement



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION




PA

RT

B

PO

WER

FIN

AN

CIA

L C

OR

PO

RA

TIO

N



Revenues

Expenses


Attributable to



PA

RT

B

PO

WER

FINA

NC

IAL C

OR

PO

RA

TION



Revenues

Expenses


Attributable to

TOTAL ASSETS






PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

Please note that the bottom of each page in Part C contains two diff erent page numbers. A page number with the prefi x “C” refers to the number of such page in this document and the page number without any prefi x 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 refl ect 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 fi nancial performance, fi nancial position and cash fl ows 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.


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, the material factors and assumptions that were applied in making the forward-looking statements, and the subsidiary’s policy for updating the content of 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.

Great-West Lifeco Inc.

P A R T C


P A G E C 2


P A G E C 3 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 6 C 1

PCC_QUAT1_Eng03_GWL_2016-06-05_v1.indd C1PCC_QUAT1_Eng03_GWL_2016-06-05_v1.indd C1 16-05-11 3:12 PM16-05-11 3:12 PM

PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

Management's Discussion and Analysis

4

MANAGEMENT’S DISCUSSION AND ANALYSISFOR THE PERIOD ENDED MARCH 31, 2016

DATED: MAY 5, 2016 This 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, 2016 and includes a comparison to the corresponding period in 2015, to the three months ended December 31, 2015, and to the Company’s financial condition as at December 31, 2015. This MD&A provides an overall discussion, followed by analysis of the performance of Lifeco's three major reportable segments: Canada, United States (U.S.) and Europe.

BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIESThe consolidated financial statements of Lifeco, which are the basis for data presented in this report, have been prepared in accordance with International Financial Reporting Standards (IFRS) unless otherwise noted and are presented in millions of Canadian dollars unless otherwise indicated. This MD&A should be read in conjunction with the Company's condensed consolidated financial statements for the period ended March 31, 2016. Also refer to the 2015 Annual MD&A and consolidated financial statements in the Company's 2015 Annual Report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATIONThis MD&A may contain forward-looking statements. 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" and other similar expressions or negative versions thereof. These statements may include, without limitation, statements about the Company's operations, business, financial condition, expected financial performance (including revenues, earnings or growth rates), ongoing business strategies or prospects, and possible future actions by the Company, including statements made with respect to the expected benefits of acquisitions and divestitures. Forward-looking statements are based on expectations, forecasts, predictions, projections and conclusions about future events that were current at the time of the statements and are inherently subject to, among other things, risks, uncertainties and assumptions about the Company, economic factors and the financial services industry generally, including the insurance and mutual fund industries. They are not guarantees of future performance, and the reader is cautioned that actual events and results could differ materially from those expressed or implied by forward-looking statements. Material factors and assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company’s operations will continue substantially in their current state, including, without limitation, with respect to customer behaviour, the Company's reputation, market prices for products provided, sales levels, premium income, fee income, expense levels, mortality experience, morbidity experience, policy lapse rates, reinsurance arrangements, liquidity requirements, capital requirements, credit ratings, taxes, inflation, interest and foreign exchange rates, investment values, hedging activities, global equity and capital markets, business competition and other general economic, political and market factors in North America and internationally. Many of these assumptions are based on factors and events that are not within the control of the Company and there is no assurance that they will prove to be correct. Other important factors and assumptions that could cause actual results to differ materially from those contained in forward-looking statements include customer responses to new products, impairments of goodwill and other intangible assets, the Company's ability to execute strategic plans and changes to strategic plans, technological changes, breaches or failure of information systems and security (including cyber attacks), payments required under investment products, changes in local and international laws and regulations, changes in accounting policies and the effect of applying future accounting policy changes, unexpected judicial or regulatory proceedings, catastrophic events, continuity and availability of personnel and third party service providers, the Company's ability to complete strategic transactions and integrate acquisitions and unplanned material changes to the Company's facilities, customer and employee relations or credit arrangements. The reader is cautioned that the foregoing list of assumptions and factors is not exhaustive, and there may be other factors listed in other filings with securities regulators, including factors set out in the Company's 2015 Annual MD&A under "Risk Management and Control Practices" and "Summary of Critical Accounting Estimates", which, along with other filings, is available for review at www.sedar.com. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not to place undue reliance on forward-looking statements. Other than as specifically required by applicable law, the Company does not intend to update any forward-looking statements whether as a result of new information, future events or otherwise.

CAUTIONARY NOTE REGARDING NON-IFRS FINANCIAL MEASURESThis MD&A contains some non-IFRS financial measures. Terms by which non-IFRS financial measures are identified include, but are not limited to, "operating earnings", "constant currency basis", "premiums and deposits", "sales", "assets under management", "assets under administration" and other similar expressions. Non-IFRS financial measures are used to provide management and investors with additional measures of performance to help assess results where no comparable IFRS measure exists. However, non-IFRS financial measures do not have standard meanings prescribed by IFRS and are not directly comparable to similar measures used by other companies. Refer to the appropriate reconciliations of these non-IFRS financial measures to measures prescribed by IFRS.

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 6


PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


5

CONSOLIDATED OPERATING RESULTS

Selected consolidated financial information (in Canadian $ millions, except for per share amounts)

As at or for the three months endedMarch 31

2016Dec. 31

2015March 31

2015Premiums and deposits:

Amounts reported in the financial statementsNet premium income (Life insurance, guaranteed annuities and insured health

products) $ 7,015 $ 6,162 $ 6,932Policyholder deposits (segregated funds):

Individual products 3,689 3,814 2,981Group products 2,238 2,001 2,035

Premiums and deposits reported in the financial statements 12,942 11,977 11,948Self-funded premium equivalents (Administrative services only contracts)(1) 698 665 662Proprietary mutual funds and institutional deposits(1) 16,354 15,480 12,938

Total premiums and deposits(1) 29,994 28,122 25,548

Fee and other income 1,254 1,333 1,258Paid or credited to policyholders(2) 9,678 5,532 9,889

EarningsNet earnings - common shareholders $ 620 $ 683 $ 700

Per common shareBasic earnings 0.625 0.688 0.702Dividends paid 0.346 0.326 0.326Book value 19.29 20.07 17.68

Return on common shareholders' equity(3)

Net earnings 14.0% 14.7% 16.0%

Total assets per financial statements $ 390,245 $ 399,935 $ 381,331Proprietary mutual funds and institutional net assets(4) 237,984 252,480 238,650

Total assets under management(4) 628,229 652,415 619,981Other assets under administration(5) 558,290 560,102 556,893

Total assets under administration $1,186,519 $1,212,517 $1,176,874Total equity $ 24,531 $ 25,260 $ 22,888

(1) In addition to premiums and deposits reported in the financial statements, the Company includes premium equivalents on self-funded group insurance administrative services only (ASO) contracts and deposits on proprietary mutual funds and institutional accounts to calculate total premiums and deposits (a non-IFRS financial measure). This measure provides useful information as it is an indicator of top line growth.

(2) Paid or credited to policyholders includes the impact of changes in fair values of assets supporting insurance and investment contract liabilities.(3) Return on common shareholders' equity is detailed within the "Capital Allocation Methodology" section.(4) Total assets under management (a non-IFRS financial measure) provides an indicator of the size and volume of the overall business of the

Company. Services provided in respect of assets under management include the selection of investments, the provision of investment advice and discretionary portfolio management on behalf of clients. This includes internally and externally managed funds where the Company has oversight over the investment policies.

(5) Other assets under administration (a non-IFRS financial measure) includes assets where the Company only provides administration services for which the Company earns fee and other income. These assets are beneficially owned by clients and the Company does not direct the investing activities. Services provided relating to assets under administration include recordkeeping, safekeeping, collecting investment income, settling of transactions or other administrative services. Administrative services are an important aspect of the overall business of the Company and should be considered when comparing volumes, size and trends.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


6

NET EARNINGSConsolidated net earnings of Lifeco include the net earnings of The Great-West Life Assurance Company (Great-West Life) and its operating subsidiaries, London Life Insurance Company (London Life), The Canada Life Assurance Company (Canada Life) and Irish Life Group Limited (Irish Life); Great-West Life & Annuity Insurance Company (Great-West Financial) and Putnam Investments, LLC (Putnam), together with Lifeco’s Corporate operating results.

Lifeco's net earnings attributable to common shareholders for the three month period ended March 31, 2016 were $620 million compared to $700 million a year ago and $683 million in the previous quarter. On a per share basis, this represents $0.625 per common share ($0.623 diluted) for the first quarter of 2016 compared to $0.702 per common share ($0.700 diluted) a year ago and $0.688 per common share ($0.686 diluted) in the previous quarter.

Net earnings - common shareholdersFor the three months ended

March 312016

Dec. 312015

March 312015

CanadaIndividual Insurance $ 92 $ 51 $ 77Wealth Management 101 119 122Group Insurance 67 74 109Canada Corporate 16 18 (9)

276 262 299United States

Financial Services 90 86 120Asset Management (25) 41 2U.S. Corporate (2) (2) (1)

63 125 121Europe

Insurance & Annuities 226 234 216Reinsurance 63 73 77Europe Corporate (2) (4) (7)

287 303 286

Lifeco Corporate (6) (7) (6)Net earnings - common shareholders $ 620 $ 683 $ 700

The information in the table above is a summary of results for net earnings of the Company. Additional commentary regarding net earnings is included in the "Segmented Operating Results" section.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


7

MARKET IMPACTS

Interest Rate EnvironmentInterest rates in countries where the Company operates decreased during the quarter, but did not impact the range of interest rate scenarios tested through the valuation process. The net change in interest rates had no material impact on net earnings or on the Minimum Continuing Capital and Surplus Requirements (MCCSR) ratio.

In order to mitigate the Company's exposure to interest rate fluctuations, the Company follows disciplined processes for matching asset and liability cash flows. As a result, the impact of changes in fair values of bonds backing insurance contract liabilities recorded through profit or loss is mostly offset by a corresponding change in the insurance contract liabilities.

Refer to note 5 to the Company's condensed consolidated financial statements for the period ended March 31, 2016for a further description of the Company's sensitivity to interest rate fluctuations.

Equity MarketsIn the regions where the Company operates, average equity market levels in the first quarter of 2016 were lower compared to the same period in 2015. The change in average market levels and market volatility during the quarter had a negative impact on net earnings of approximately $13 million ($8 million positive impact on earnings in the first quarter of 2015), relative to the Company's expectation, related to asset-based fee income and the costs related to guarantees of death, maturity or income benefits within certain wealth management products offered by the Company. In addition, net earnings were negatively impacted by approximately $7 million ($7 million positive impact on earnings in the first quarter of 2015) related to seed money investments held in the Asset Management and Canada Corporate business units.

Comparing the first quarter of 2016 to the first quarter of 2015, average equity market levels were down by 14% in Canada (as measured by S&P TSX), by 5% in the U.S. (as measured by S&P 500), by 13% in broader Europe (as measured by Eurostoxx 50) and by 12% in the U.K. (as measured by FTSE 100), which impacted fee income. The major equity indices finished the first quarter of 2016 up 4% in Canada and 1% in the U.S.; however were down 8% in broader Europe and 1% in the U.K., compared to December 31, 2015.

Foreign CurrencyThroughout this document, a number of terms are used to highlight the impact of foreign exchange on results, such as: "constant currency basis", "impact of currency movement" and "effect of currency translation fluctuations". These measures have been calculated using the average or period end rates, as appropriate, in effect at the date of the comparative period. This non-IFRS measure provides useful information as it facilitates the comparability of results between periods.

During the first quarter of 2016, the average currency translation rate of the U.S. dollar, the British pound and the euro increased compared to the first quarter of 2015. The overall impact of currency movement on the Company’s net earnings for the three month period ended March 31, 2016 was an increase of $23 million compared to translation rates a year ago.

From December 31, 2015 to March 31, 2016, the market rates at the end of the reporting period used to translate U.S. dollar, British pound and euro assets and liabilities to the Canadian dollar decreased. The movements in end of period market rates resulted in unrealized foreign exchange losses from the translation of foreign operations, including related hedging activities, of $975 million during the quarter recorded in other comprehensive income.

Translation rates for the reporting period and comparative periods are detailed in the "Translation of Foreign Currency" section.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


8

ACTUARIAL ASSUMPTION CHANGESDuring the first quarter of 2016, the Company updated a number of assumptions resulting in a positive net earnings impact of $48 million, compared to $82 million for the same quarter last year and $97 million for the previous quarter. In Europe, net earnings were positively impacted by actuarial assumption changes of $39 million due to modeling refinements. In Canada, a number of smaller assumption changes contributed to the $9 million positive net earnings impact.

PREMIUMS AND DEPOSITS AND SALESTotal premiums and deposits (a non-IFRS financial measure) include premiums on risk-based insurance and annuity products net of ceded reinsurance (as defined under IFRS), premium equivalents on self-funded group insurance administrative services only (ASO) contracts, deposits on individual and group segregated fund products as well as deposits on proprietary mutual funds and institutional accounts. This measure provides an indicator of top line growth.

Sales (a non-IFRS financial measure) for risk-based insurance and annuity products include 100% of single premium and annualized premiums expected in the first twelve months of the plan. Group insurance and ASO sales reflect annualized premiums and premium equivalents for new policies and new benefits covered or expansion of coverage on existing policies. For individual wealth management products, sales include deposits on segregated fund products, proprietary mutual funds and institutional accounts as well as deposits on non-proprietary mutual funds. For group wealth management products, sales include assets transferred from previous plan providers and the expected annual contributions from the new plan. This measure provides an indicator of new business growth.

Premiums and depositsFor the three months ended

March 31 2016

Dec. 312015

March 312015

CanadaIndividual Insurance $ 1,236 $ 1,304 $ 1,154Wealth Management 2,726 2,804 2,811Group Insurance 2,074 2,002 1,948

6,036 6,110 5,913United States

Financial Services 3,729 5,087 2,730Asset Management 12,388 10,869 10,232

16,117 15,956 12,962Europe

Insurance & Annuities 5,674 4,497 5,160Reinsurance 2,167 1,559 1,513

7,841 6,056 6,673Total premiums and deposits $ 29,994 $ 28,122 $ 25,548

SalesFor the three months ended

March 31 2016

Dec. 312015

March 312015(1)

Canada $ 3,268 $ 3,492 $ 3,183United States(1) 40,158 31,630 20,123Europe - Insurance & Annuities 4,574 3,917 4,456

Total sales $ 48,000 $ 39,039 $ 27,762(1) Comparative figures for sales (a non-IFRS financial measure) have been restated to improve consistency across the Company's business

units.

The information in the table above is a summary of results for the Company's total premiums and deposits and sales. Additional commentary regarding premiums and deposits and sales is included in the "Segmented Operating Results" section.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


9

NET INVESTMENT INCOME

Net investment incomeFor the three months ended

March 31 2016

Dec. 312015

March 312015

Investment income earned (net of investment properties expenses) $ 1,656 $ 1,623 $ 1,475Allowances for credit losses on loans and receivables (7) (1) 1Net realized gains 51 78 87Regular investment income 1,700 1,700 1,563Investment expenses (27) (30) (27)Regular net investment income 1,673 1,670 1,536Changes in fair value through profit or loss 2,410 (844) 2,953Net investment income $ 4,083 $ 826 $ 4,489

Net investment income in the first quarter of 2016, which includes changes in fair value through profit or loss, decreasedby $406 million compared to the same quarter last year. The changes in fair values in the first quarter of 2016 were an increase of $2,410 million compared to an increase of $2,953 million for the first quarter of 2015, primarily due to a smaller decline in Canadian bond yields in the first quarter of 2016 compared to the same quarter last year.

Regular net investment income in the first quarter of 2016 of $1,673 million, which excludes changes in fair value through profit or loss, increased by $137 million compared to the same quarter last year. The increase was primarily due to the impact of currency movement as the U.S. dollar and British pound strengthened against the Canadian dollar, partially offset by lower net realized gains. Net realized gains include gains on available-for-sale securities of $31 million for the first quarter of 2016 compared to $74 million for the same quarter last year.

Net investment income in the first quarter of 2016 increased by $3,257 million compared to the previous quarter, primarily due to net increases in fair values of $2,410 million in the first quarter of 2016 compared to net decreases of $844 million in the previous quarter. The net increase in fair values during the first quarter was primarily due to decreasing global bond yields, while the net decrease in fair values in the previous quarter was primarily due to increases in U.K. and U.S. government bond yields.

Credit Markets In the first quarter of 2016, the Company experienced net charges on impaired investments, including dispositions, which negatively impacted common shareholders’ net earnings by $4 million ($3 million net recovery in the first quarter of 2015). Changes in credit ratings in the Company's bond portfolio resulted in a net decrease in provisions for future credit losses in insurance contract liabilities, which positively impacted common shareholders' net earnings by $14 million ($6 million net charge in the first quarter of 2015), primarily driven by upgrades to certain holdings related to the U.K. hospitality industry.

In late April 2016, a U.K. retailer, which is a tenant in properties that the Company has issued mortgages on, filed for administration (insolvency protection). The Company is assessing the impact on its holdings related to this retailer, however does not expect the impact to be material.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


10

FEE AND OTHER INCOMEIn addition to providing traditional risk-based insurance products, the Company also provides certain products on a fee-for-service basis. The most significant of these products are segregated funds and mutual funds, for which the Company earns investment management fees on assets managed and other fees, as well as ASO contracts, under which the Company provides group benefit plan administration on a cost-plus basis.

Fee and other incomeFor the three months ended

March 31 2016

Dec. 312015

March 312015

CanadaSegregated funds, mutual funds and other $ 319 $ 328 $ 319ASO contracts 43 41 39

362 369 358United States

Segregated funds, mutual funds and other 571 637 573

EuropeSegregated funds, mutual funds and other 321 327 327

Total fee and other income $ 1,254 $ 1,333 $ 1,258

The information in the table above is a summary of gross fee and other income for the Company. Additional commentary regarding fee and other income is included in the "Segmented Operating Results" section.

PAID OR CREDITED TO POLICYHOLDERS

Paid or credited to policyholdersFor the three months ended

March 31 2016

Dec. 312015

March 312015

Canada $ 3,301 $ 2,799 $ 3,765United States 2,112 1,084 1,121Europe 4,265 1,649 5,003Total $ 9,678 $ 5,532 $ 9,889

Amounts paid or credited to policyholders include life and health claims, policy surrenders, annuity and maturity payments, segregated fund guarantee payments, policyholder dividend and experience refund payments and changes in insurance and investment contract liabilities. The changes in contract liabilities include the impact of changes in fair value of certain invested assets supporting those liabilities as well as changes in the provision for future credit losses.The amounts do not include benefit payments for ASO contracts or segregated funds and mutual funds.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


11

For the three months ended March 31, 2016, consolidated amounts paid or credited to policyholders were $9.7 billion, including $6.5 billion of policyholder benefit payments and a $3.2 billion increase in contract liabilities. The decreaseof $0.2 billion from the same period in 2015 consisted of a $1.2 billion decrease in changes in contract liabilities, mostly offset by a $1.0 billion increase in benefit payments. The decrease in the change in contract liabilities was primarily due to the acquisition of The Equitable Life Assurance Society's (Equitable Life) annuity business during the first quarter of 2015 and fair value adjustments to insurance contract liabilities as a result of changes in interest rates in Canada, the U.S. and Europe. The increase in benefit payments was primarily due to new and restructured reinsurance treaties and the impact of currency movement.

Compared to the previous quarter, consolidated amounts paid or credited to policyholders increased by $4.1 billion. The increase consisted of a $3.4 billion increase in changes in contract liabilities, primarily due to fair value adjustments to insurance contract liabilities as a result of changes in interest rates in Canada, the U.S. and Europe. The increasealso consisted of a $0.7 billion increase in benefit payments, primarily due to new and restructured reinsurance treaties.

INCOME TAXESThe Company's effective income tax rate is generally lower than the statutory income tax rate of 26.75% due to benefits related to non-taxable investment income and lower income tax in foreign jurisdictions.

In the first quarter of 2016, the Company had an effective income tax rate of 3%, down from 23% in the first quarter of 2015. The decrease in the effective income tax rate for the first quarter of 2016 was primarily due to a higher percentage of the Company's income consisting of non-taxable investment income and income subject to lower rates of income tax in foreign jurisdictions. During the first quarter of 2016, one-time items totaling $66 million decreased the effective income tax rate by 10%, primarily due to elections and settlements with tax authorities. The first quarter of 2015 included an increase in reserves for uncertain tax positions which increased the effective income tax rate in that period.

The first quarter 2016 effective income tax rate of 3% was lower than the fourth quarter 2015 rate of 8%. The decrease in the first quarter 2016 effective income tax rate was primarily due to the reasons discussed above. Reducing the fourth quarter 2015 effective income tax rate by 4% was a one-time true-up of a US$27 million tax benefit in the Asset Management business unit of the U.S. segment.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


12

CONSOLIDATED FINANCIAL POSITION

ASSETS

Assets under administrationMarch 31, 2016

Canada United States Europe TotalAssets

Invested assets $ 68,159 $ 42,274 $ 49,230 $ 159,663Goodwill and intangible assets 5,128 2,319 2,327 9,774Other assets 3,103 4,556 20,148 27,807Segregated funds net assets 70,470 34,275 88,256 193,001

Total assets 146,860 83,424 159,961 390,245Proprietary mutual funds and institutional net assets 5,238 202,833 29,913 237,984Total assets under management 152,098 286,257 189,874 628,229Other assets under administration 15,231 503,156 39,903 558,290Total assets under administration $ 167,329 $ 789,413 $ 229,777 $ 1,186,519

December 31, 2015Canada United States Europe Total

AssetsInvested assets $ 67,701 $ 43,809 $ 50,071 $ 161,581Goodwill and intangible assets 5,132 2,465 2,352 9,949Other assets 2,793 4,535 22,883 30,211Segregated funds net assets 70,269 35,966 91,959 198,194

Total assets 145,895 86,775 167,265 399,935Proprietary mutual funds and institutional net assets 5,039 218,231 29,210 252,480Total assets under management 150,934 305,006 196,475 652,415Other assets under administration 15,390 503,125 41,587 560,102Total assets under administration $ 166,324 $ 808,131 $ 238,062 $ 1,212,517

Total assets under administration at March 31, 2016 decreased by $26.0 billion to $1.2 trillion compared to December 31, 2015, primarily due to the impact of currency movement as the Canadian dollar strengthened against the U.S. dollar, euro and British pound, partially offset by new business growth.

INVESTED ASSETSThe Company manages its general fund assets to support the cash flow, liquidity and profitability requirements of the Company's insurance and investment products. The Company follows prudent and conservative investment policies, so that assets are not unduly exposed to concentration, credit or market risks. The Company implements strategies within the overall framework of the Company’s policies, reviewing and adjusting them on an ongoing basis in light of liability cash flows and capital market conditions. The majority of investments of the general fund are in medium-term and long-term fixed-income investments, primarily bonds and mortgages, reflecting the characteristics of the Company’s liabilities.

Bond portfolio – It is the Company's policy to acquire only investment grade bonds subject to prudent and well-defined investment policies. The total bond portfolio, including short-term investments, was $114.1 billion or 71% of invested assets at March 31, 2016 and $114.9 billion or 71% at December 31, 2015. The overall quality of the bond portfolio remained high, with 99% of the portfolio rated investment grade and 81% rated A or higher.

C 1 0 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 6


PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


13

Bond portfolio qualityMarch 31, 2016 December 31, 2015

AAA $ 35,663 31% $ 36,434 32%AA 21,694 19 20,364 18A 34,757 31 35,623 31BBB 20,629 18 20,984 18BB or lower 1,398 1 1,538 1

Total $ 114,141 100% $ 114,943 100%

Mortgage portfolio – It is the Company’s practice to acquire only high quality commercial mortgages meeting strict underwriting standards and diversification criteria. The Company has a well-defined risk-rating system, which it uses in its underwriting and credit monitoring processes for commercial loans. Residential loans are originated by the Company’s mortgage specialists in accordance with well-established underwriting standards and are well diversified across each geographic region, including specific diversification requirements for non-insured mortgages.

Mortgage portfolioMarch 31, 2016 December 31, 2015

Mortgage loans by type Insured Non-insured Total TotalSingle family residential $ 740 $ 1,245 $ 1,985 9% $ 1,962 9%Multi-family residential 2,918 2,791 5,709 27 5,821 26Commercial 240 13,468 13,708 64 14,238 65

Total $ 3,898 $ 17,504 $ 21,402 100% $ 22,021 100%

The total mortgage portfolio was $21.4 billion or 13% of invested assets at March 31, 2016, compared to $22.0 billionor 14% of invested assets at December 31, 2015. Total insured loans were $3.9 billion or 18% of the mortgage portfolio.

Single family residential mortgages

Region March 31, 2016 December 31, 2015Ontario $ 960 49% $ 946 49%Quebec 412 21 405 21Alberta 136 7 136 7British Columbia 122 6 123 6Newfoundland 107 5 105 5Saskatchewan 84 4 84 4Nova Scotia 62 3 62 3Manitoba 55 3 55 3New Brunswick 43 2 42 2Other 4 — 4 —

Total $ 1,985 100% $ 1,962 100%

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 6 C 1 1


PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


14

During the three months ended March 31, 2016, single family mortgage originations, including renewals, were $187 million, of which 29% were insured. Insured mortgages include mortgages where insurance is provided by a third party and protects the Company in the event that the borrower is unable to fulfil their mortgage obligations. Loans that are insured are subject to the requirements of the mortgage default insurance provider. For new originations of non-insured residential mortgages, the Company’s investment policies limit the amortization period to a maximum of 25 years and the loan-to-value to a maximum of 80% of the purchase price or current appraised value of the property. The weighted average remaining amortization period for the single family residential mortgage portfolio is 22 years as at March 31, 2016.

Provision for future credit lossesAs a component of insurance contract liabilities, the total actuarial provision for future credit losses is determined consistent with the Canadian Institute of Actuaries' Standards of Practice and includes provisions for adverse deviation.

At March 31, 2016, the total actuarial provision for future credit losses in insurance contract liabilities was $3,462 million compared to $3,558 million at December 31, 2015, a decrease of $96 million primarily due to the impact of currency movement and credit rating activity, partially offset by normal business activity.

The aggregate of impairment provisions of $27 million ($24 million at December 31, 2015) and actuarial provisions for future credit losses in insurance contract liabilities of $3,462 million ($3,558 million at December 31, 2015) represents 2.4% of bond and mortgage assets, including funds held by ceding insurers, at March 31, 2016 (2.4% at December 31, 2015).

Energy Sector

Holdings of Energy Sector(1) related Bonds, Mortgages and Investment PropertiesMarch 31, 2016 Dec. 31, 2015

Canada U.S. Europe Total TotalBonds(2)(3) $ 1,526 $ 2,070 $ 1,510 $ 5,106 $ 5,216Mortgages(4) 2,200 313 51 2,564 2,560Investment properties 292 — — 292 300Total $ 4,018 $ 2,383 $ 1,561 $ 7,962 $ 8,076

(1) Energy sector bond holdings are a sub-category of certain industry sectors presented in note 7(a)(ii) in the Company's December 31, 2015 annual consolidated financial statements.

(2) Amortized cost of these bonds is $5,013 million at March 31, 2016 and $5,177 million at December 31, 2015.(3) Includes certain funds held by ceding insurers with a carrying value of $524 million and an amortized cost of $493 million.(4) Includes $611 million of insured mortgages at March 31, 2016 and $613 million at December 31, 2015.

At March 31, 2016, the Company's holdings of energy sector related investments included direct exposure of bond holdings of $5.1 billion, or 3.0% of invested assets, including funds held by ceding insurers. The Company's energy sector related bond holdings were well diversified across multiple sub-sectors and were high quality with approximately97% rated investment grade. Approximately half of the portfolio was invested in Midstream and Refining entities and half in Integrated, Independent and Oil Field Services entities.

In addition, the Company also holds indirect exposure to commercial mortgages and investment properties in the energy sector of $2.9 billion, or 1.7% of invested assets, including funds held by ceding insurers. These holdings were concentrated in certain geographic regions where the economy is more dependent upon the energy sector and were well diversified across property type - Industrial/Other (30%), Multi-family (27%), Office (23%) and Retail (20%). Approximately 82% of the portfolio was concentrated in the province of Alberta, with the remainder primarily in the state of Texas. The weighted average loan-to-value ratio of the commercial mortgages was less than 55% at March 31, 2016.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


15

DERIVATIVE FINANCIAL INSTRUMENTS During the first quarter of 2016, there were no major changes to the Company's policies and procedures with respect to the use of derivative financial instruments. The Company’s derivative transactions are generally governed by International Swaps and Derivatives Association, Inc. (ISDA) Master Agreements, which provide for legally enforceable set-off and close-out netting of exposure to specific counterparties in the event of early termination of a transaction, which includes, but is not limited to, events of default and bankruptcy. In the event of an early termination, the Company is permitted to set off receivables from a counterparty against payables to the same counterparty, in the same legal entity, arising out of all included transactions. The Company’s ISDA Master Agreements may include Credit Support Annex provisions, which require both the pledging and accepting of collateral in connection with its derivative transactions.

At March 31, 2016, total financial collateral, including initial margin and overcollateralization, received on derivative assets was $73 million ($107 million at December 31, 2015) and pledged on derivative liabilities was $433 million ($671 million at December 31, 2015). Collateral pledged on derivative liabilities decreased in the first quarter of 2016 as a result of a decrease in derivative liabilities, primarily driven by the impact of the strengthening Canadian dollar against the U.S. dollar on cross-currency swap fair values.

During the three month period ended March 31, 2016, the outstanding notional amount of derivative contracts increased by $2.5 billion to $19.2 billion, primarily due to an increase of $2.2 billion in forward settling to-be-announced security transactions and regular hedging activities.

The Company’s exposure to derivative counterparty credit risk, which reflects the current fair value of those instruments in a gain position, increased to $602 million at March 31, 2016 from $461 million at December 31, 2015. Market values increased on cross-currency swaps as the end of period rates for the Canadian dollar strengthened against the U.S. dollar, euro and British pound.

LIABILITIES

Total liabilitiesMarch 31 December 31

2016 2015(1)

Insurance and investment contract liabilities $ 157,468 $ 160,745Other general fund liabilities 15,245 15,736Investment and insurance contracts on account of segregated fund policyholders 193,001 198,194Total $ 365,714 $ 374,675

(1) Comparative figures have been reclassified as described in note 16 to the Company's March 31, 2016 condensed consolidated financial statements.

Total liabilities decreased by $9.0 billion to $365.7 billion at March 31, 2016 from December 31, 2015. Investment and insurance contracts on account of segregated fund policyholders decreased by $5.2 billion, primarily due to the impact of currency movement of $5.7 billion, partially offset by net deposits of $0.5 billion. Insurance and investment contract liabilities decreased by $3.3 billion, primarily due to the strengthening of the Canadian dollar against the U.S. dollar, euro and British pound, partially offset by the impact of fair value adjustments.

Segregated Fund and Variable Annuity GuaranteesThe Company offers retail segregated fund products, unitized with profits (UWP) products and variable annuity products that provide for certain guarantees that are tied to the market values of the investment funds.

The guaranteed minimum withdrawal benefit (GMWB) products offered by the Company offer levels of death and maturity guarantees. At March 31, 2016, the amount of GMWB products in-force in Canada, the U.S., Ireland and Germany were $3,499 million ($3,488 million at December 31, 2015). The Company has a hedging program in place to manage certain risks associated with options embedded in its GMWB products.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


16

Segregated fund and variable annuity guarantee exposureMarch 31, 2016

Investment deficiency by benefit typeMarket Value Income Maturity Death Total(1)

Canada $ 29,503 $ — $ 36 $ 189 $ 189United States 11,199 18 — 49 67Europe

Insurance & Annuities 8,709 21 — 443 443Reinsurance(2) 1,119 520 — 28 548

Total Europe 9,828 541 — 471 991Total $ 50,530 $ 559 $ 36 $ 709 $ 1,247

(1) A policy can only receive a payout from one of the three trigger events (income election, maturity or death). Total deficiency measures the point-in-time exposure assuming the most costly trigger event for each policy occurred on March 31, 2016.

(2) Reinsurance exposure is to markets in Canada and the United States.

The investment deficiency measures the point-in-time exposure to a trigger event (i.e., income election, maturity or death) assuming it occurred on March 31, 2016. The actual cost to the Company will depend on the trigger event having occurred and the market values at that time. The actual claims before tax associated with these guarantees were $8 million in-quarter ($3 million for the first quarter of 2015) with the majority arising in the Reinsurance business unit in the Europe segment.

SHARE CAPITAL AND SURPLUSShare capital outstanding at March 31, 2016 was $9,681 million, which comprises $7,167 million of common shares, $2,264 million of non-cumulative First Preferred Shares, $213 million of 5-year rate reset First Preferred Shares and $37 million of floating rate First Preferred Shares.

The Company commenced a normal course issuer bid (NCIB) on January 8, 2016 for one year to purchase and cancel up to 8,000,000 of its common shares at market prices in order to mitigate the dilutive effect of stock options granted under the Company's Stock Option Plan. The NCIB was amended effective February 23, 2016 to purchase up to 20,000,000 common shares. The amended NCIB will continue to January 7, 2017. During the three months endedMarch 31, 2016, the Company repurchased and subsequently cancelled 624,181 common shares (2015 - 765,450) at an average cost per share of $34.32 (2015 - $34.23) under its NCIB.

LIQUIDITY AND CAPITAL MANAGEMENT AND ADEQUACY

LIQUIDITYThe Company’s liquidity requirements are largely self-funded, with short-term obligations being met by internal funds and maintaining adequate levels of liquid investments. The Company holds cash, cash equivalents and short-term bonds at the Lifeco holding company level and with the Lifeco consolidated subsidiary companies. At March 31, 2016, the Company and its operating subsidiaries held cash, cash equivalents and short-term bonds of $7.4 billion ($7.1 billion at December 31, 2015) and other available government bonds of $35.1 billion ($35.6 billion at December 31, 2015). Included in the cash, cash equivalents and short-term bonds at March 31, 2016 was approximately $0.8 billion ($0.9 billion at December 31, 2015) at the Lifeco holding company level. In addition, the Company maintains sufficient committed lines of credit with Canadian chartered banks for unanticipated liquidity needs, if required.

The Company does not have a formal common shareholder dividend policy. Dividends on outstanding common shares of the Company are declared and paid at the sole discretion of the Board of Directors of the Company. The decision to declare a dividend on the common shares of the Company takes into account a variety of factors including the level of earnings, adequacy of capital and availability of cash resources.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


17

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 regulators in any jurisdiction may change from time to time, and thereby impact the ability of the operating subsidiaries to pay dividends to the Company. For entities based in Europe, the local solvency capital regime has changed to the Solvency II basis, effective January 1, 2016. During 2016, the Company's regulated insurance and reinsurance European businesses will continue to develop internal risk models and undertake steps to manage the potential capital volatility under the new regulations in cooperation with the European regulators.

CASH FLOWS

Cash flowsFor the three months ended

March 312016 2015

Cash flows relating to the following activities:Operations $ 1,366 $ 1,092Financing (413) (380)Investment (708) (104)

245 608Effects of changes in exchange rates on cash and cash equivalents (135) 91Increase (decrease) in cash and cash equivalents in the period 110 699Cash and cash equivalents, beginning of period 2,813 2,498Cash and cash equivalents, end of period $ 2,923 $ 3,197

The principal source of funds for the Company on a consolidated basis is cash provided by operating activities, including premium income, net investment income and fee income. These funds are used primarily to pay policy benefits, policyholder dividends and claims as well as operating expenses and commissions. Cash flows generated by operations are mainly invested to support future liability cash requirements. Cash flows related to financing activities include the issuance and repayment of capital instruments, and associated dividends and interest payments.

In the first quarter of 2016, cash and cash equivalents increased by $110 million from December 31, 2015. Cash flows provided by operations during the first quarter of 2016 were $1,366 million, an increase of $274 million compared to the first quarter of 2015. Cash flows used in financing were $413 million, primarily used for payments of dividends to the preferred and common shareholders of $374 million and a decrease to a line of credit of a subsidiary of $41 million. During the quarter, the Company increased the dividend to common shareholders from $0.326 per common share to $0.346 per common share. For the three months ended March 31, 2016, cash flows were used by the Company to acquire an additional $708 million of investment assets.

COMMITMENTS/CONTRACTUAL OBLIGATIONSAs reported in the 2015 Annual MD&A, during the first quarter of 2016, one of the Company's subsidiaries entered into an office lease agreement for 15 years commencing in 2018, which replaces an existing lease. The incremental annual lease payments relating to this agreement are not material.

Other than the item noted above, commitments/contractual obligations have not changed materially from December 31, 2015.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


18

CAPITAL MANAGEMENT AND ADEQUACYAt the holding company level, the Company monitors the amount of consolidated capital available and the amounts deployed in its various operating subsidiaries. The amount of capital deployed in any particular company or country is dependent upon local regulatory requirements, as well as the Company’s internal assessment of capital requirements in the context of its operational risks and requirements and strategic plans.

The Company’s practice is to maintain the capitalization of its regulated operating subsidiaries at a level that will exceed the relevant minimum regulatory capital requirements in the jurisdictions in which they operate. The capitalization decisions of the Company and its operating subsidiaries also give consideration to the impact such actions may have on the opinions expressed by various credit rating agencies that provide financial strength and other ratings to the Company.

In Canada, the Office of the Superintendent of Financial Institutions (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 ratio. The internal target range of the MCCSR ratio for Lifeco's major Canadian operating subsidiaries is 175% to 215% (on a consolidated basis).

Great-West Life’s MCCSR ratio at March 31, 2016 was 236% (238% at December 31, 2015). London Life’s MCCSR ratio at March 31, 2016 was 218% (226% at December 31, 2015). Canada Life's MCCSR ratio at March 31, 2016 was 263% (260% at December 31, 2015). The MCCSR ratio does not take into account any impact from $0.8 billion of liquidity at the Lifeco holding company level at March 31, 2016 ($0.9 billion at December 31, 2015).

In calculating the MCCSR position, available regulatory capital is reduced by goodwill and intangible assets, subject to a prescribed inclusion for a portion of intangible assets. The OSFI MCCSR guideline also prescribes that quarterly re-measurements to defined benefit plans, impacting available capital for the Company’s federally regulated subsidiaries, are amortized over twelve quarters.

Due to the evolving nature of IFRS and proposed future changes to IFRS for the measurement of insurance contract liabilities, there will likely be further regulatory capital and accounting changes, some of which may be significant.

The Company has established policies and procedures designed to identify, measure and report all material risks. Management is responsible for establishing capital management procedures for implementing and monitoring the capital plan. The capital plan is designed to ensure that the Company maintains adequate capital, taking into account the Company's strategy, risk profile and business plans. The Board of Directors reviews and approves the annual capital plan as well as capital transactions undertaken by management pursuant to the plan. In addition to undertaking capital transactions, the Company uses and provides traditional and structured reinsurance to support capital and risk management.

OSFI Regulatory Capital Initiatives On March 31, 2016, OSFI issued for public consultation the draft guideline: Life Insurance Capital Adequacy Test(LICAT). OSFI plans for the LICAT guideline to replace the MCCSR guideline in 2018. OSFI has stated that the LICAT guideline is not expected to increase the amount of capital in the industry compared to the current MCCSR guideline. Since OSFI developed the LICAT guideline to better align risk measures with the economic realities of the life insurance business, capital distribution and impact by risk and by company may change.

The Company has actively participated in the OSFI Quantitative Impact Studies over recent years relating to the LICAT draft guideline. The guideline has continued to evolve subsequent to the most recent Quantitative Impact Study completion and the Company continues to actively engage in development consultations. The Company will continue ongoing dialogue with OSFI, the Canadian Institute of Actuaries, the Canadian Life and Health Insurance Association and other industry participants during the consultation period and subsequent implementation planning.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


19

OSFI will consider the comments received during the public consultation period in developing the final version of the LICAT guideline. OSFI also plans to conduct test runs to help inform the final calibration of the LICAT guideline. The Company will actively contribute to the OSFI test run process and will continue to advance its implementation planning for the future adoption of the LICAT.

CAPITAL ALLOCATION METHODOLOGY The Company has a capital allocation methodology, which allocates financing costs in proportion to allocated capital. For the Canadian and European segments (essentially Great-West Life), this allocation method tracks the regulatory capital requirements, while for U.S. Financial Services and U.S. Asset Management (Putnam), it tracks the financial statement carrying value of the business units. Total leverage capital is consistently allocated across all business units in proportion to total capital resulting in a debt-to-equity ratio in each business unit mirroring the consolidated Company.

The capital allocation methodology allows the Company to calculate comparable Return on Equity (ROE) for each business unit. These ROEs are therefore based on the capital the business unit has been allocated and the financing charges associated with that capital.

Return on Equity(1)

Mar. 31 Dec. 31 Mar. 312016 2015 2015

Canada 20.0 % 20.2 % 22.2 %U.S. Financial Services(2) 11.6 % 13.0 % 16.0 %U.S. Asset Management (Putnam) 0.2 % 1.4 % (0.7)%Europe 16.4 % 16.8 % 18.0 %Lifeco Corporate (2.7)% (2.7)% (5.1)%

Total Lifeco Net Earnings Basis 14.0 % 14.7 % 16.0 %(1) Return on Equity is the calculation of net earnings divided by the average common shareholders' equity over the trailing four quarters.(2) Includes U.S. Corporate.

The Company reported ROE based on net earnings of 14.0% at March 31, 2016, compared to 14.7% at December 31, 2015. The decline was caused by lower year-over-year in-quarter net earnings along with the increased average equity position caused by the weakening of the Canadian dollar over the trailing four quarters.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


20

RATINGSLifeco maintains ratings from five independent ratings companies. In the first quarter of 2016, the credit ratings for Lifeco and its major operating subsidiaries were unchanged (set out in table below). The Company continued to receive strong ratings relative to its North American peer group resulting from its conservative risk profile, stable net earnings and consistent dividend track record.

Lifeco's operating companies are assigned a group rating from each rating agency. This group rating is predominantly supported by the Company’s leading position in the Canadian insurance market and competitive positions in the U.S. and Europe. Great-West Life, London Life and Canada Life have common management, governance and strategy, as well as an integrated business platform. Each operating company benefits from the strong implicit financial support and collective ownership by Lifeco. There were no changes to the Company's group credit ratings in the first quarterof 2016.

Rating agency Measurement LifecoGreat-West

LifeLondon

LifeCanada

LifeGreat-WestFinancial

A.M. Best Company Financial Strength A+ A+ A+ A+DBRS Limited Issuer Rating A (high) AA

Financial Strength AA AA AA NRSenior Debt A (high)Subordinated Debt AA (low)

Fitch Ratings Insurer Financial Strength AA AA AA AASenior Debt A

Moody's Investors Service Insurance Financial Strength Aa3 Aa3 Aa3 Aa3Standard & Poor's RatingsServices

Insurer Financial Strength AA AA AA AASenior Debt A+Subordinated Debt AA-

Irish Life Assurance Plc (ILA) is not part of the group ratings. ILA has an insurer financial strength rating of AA from Fitch Ratings and a long-term credit rating of A+ from Standard & Poor's Ratings Services. The ILA €200 million perpetual capital notes assumed on the acquisition of Irish Life are rated A by Fitch Ratings and A- by Standard & Poor's Ratings Services.

SEGMENTED OPERATING RESULTSThe consolidated operating results of Lifeco, including the comparative figures, are presented on an IFRS basis after capital allocation. Consolidated operating results for Lifeco comprise the net earnings of Great-West Life and its operating subsidiaries, London Life and Canada Life; Great-West Financial and Putnam; together with Lifeco's corporate results.

For reporting purposes, the consolidated operating results are grouped into four reportable segments – Canada, United States, Europe and Lifeco Corporate – reflecting geographic lines as well as the management and corporate structure of the companies.

CANADAThe Canada segment of Lifeco includes the operating results of the Canadian businesses operated by Great-West Life, London Life and Canada Life, together with an allocation of a portion of Lifeco's corporate results. There are three primary business units included in this segment. Through the Individual Insurance business unit, the Company provides life, disability and critical illness insurance products to individual clients. Through the Wealth Management business unit, the Company provides accumulation products and annuity products for both group and individual clients in Canada. Through the Group Insurance business unit, the Company provides life, accidental death and dismemberment, critical illness, health and dental protection, creditor and direct marketing insurance as well as specialty products to group clients in Canada.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


21

Selected consolidated financial information - CanadaFor the three months ended

March 31 2016

Dec. 312015

March 312015

Premiums and deposits $ 6,036 $ 6,110 $ 5,913Sales 3,268 3,492 3,183Fee and other income 362 369 358Net earnings - common shareholders 276 262 299

Total assets $ 146,860 $ 145,895 $ 147,372Proprietary mutual funds and institutional net assets 5,238 5,039 5,019Total assets under management 152,098 150,934 152,391Other assets under administration 15,231 15,390 15,164Total assets under administration $ 167,329 $ 166,324 $ 167,555

2016 DEVELOPMENTS• Premiums and deposits for the three months ended March 31, 2016 were $6.0 billion, an increase of $123 million

compared to the same quarter last year.

• Sales for the three months ended March 31, 2016 were $3.3 billion, a 3% increase from the same quarter in 2015, primarily due to strong sales in both Group and Individual Insurance, which increased 125% and 11%, respectively.

• Net earnings for the three months ended March 31, 2016 were $276 million, compared to $299 million for the same period last year. The decrease was primarily due to less favourable morbidity experience, the impact of lower equity market levels and lower contributions from investment experience, partially offset by lower income taxes.

• The Company continues to invest in its data and analytics capabilities with the view to generate insights that lead to greater efficiency and better customer outcomes. A Chief Data and Analytics Officer has recently been hired to lead this effort. The Company also plans to build its relationships with centres of excellence in this field and is currently concluding a partnership with the IVADO centre at the University of Montreal to collaborate on data projects.

• In April 2016, the International Association of Business Communicators awarded the Wealth Management marketing team with three of its top awards for the launch of the HelloLifeTM retirement program. The Company claimed two Merit prizes for Internal Communication and Writing and won the Award of Excellence for Marketing, Advertising and Brand Communication.

BUSINESS UNITS - CANADA

INDIVIDUAL INSURANCE

OPERATING RESULTS

For the three months endedMarch 31

2016Dec. 31

2015March 31

2015Premiums and deposits $ 1,236 $ 1,304 $ 1,154Sales 125 137 113Net earnings 92 51 77



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


22

Premiums and depositsIndividual Insurance premiums for the first quarter of 2016 increased by $82 million to $1,236 million compared to the same quarter last year. Individual Life premiums for the quarter increased by $81 million to $1,153 million compared to the same quarter last year, primarily due to a 10% increase in participating life premiums. Living Benefits premiums of $83 million were comparable to same quarter last year.

Individual Insurance premiums for the first quarter of 2016 decreased by $68 million compared to the previous quarter, primarily due to lower participating life premiums.

SalesIndividual Insurance sales for the first quarter of 2016 increased by $12 million to $125 million compared to the same quarter last year. Participating life sales remained strong, up $9 million or 11%. Term Life insurance product sales increased by $3 million or 27% and Living Benefits sales increased by $1 million, while Universal Life insurance product sales were comparable to the same quarter last year.

Individual Insurance sales for the first quarter of 2016 decreased by $12 million compared to the previous quarter, primarily due to a 10% decrease in participating life sales.

Net earningsNet earnings for the first quarter of 2016 increased by $15 million to $92 million compared to the same quarter last year. The increase was primarily due to higher contributions from insurance contract liability basis changes, partially offset by less favourable morbidity experience and lower contributions from investment experience. In addition, net earnings in 2016 were positively impacted by changes to certain income tax estimates.

Net earnings for the first quarter of 2016 increased by $41 million compared to the previous quarter. The increase was primarily due to higher contributions from investment experience and insurance contract liability basis changes, partially offset by less favourable morbidity experience. In addition, net earnings in 2016 were positively impacted by changes to certain income tax estimates.

For the first quarter of 2016, the net earnings attributable to the participating account decreased by $28 million to $5 million compared to the same quarter last year, primarily due to lower contributions from investment experience on participating surplus assets and higher new business strain.

The net earnings attributable to the participating account for the first quarter of 2016 decreased by $35 million compared to the previous quarter, primarily due to lower contributions from insurance contract liability basis changes and higher new business strain.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


23

WEALTH MANAGEMENT

OPERATING RESULTS


2016Dec. 31

2015March 31

2015Premiums and deposits $ 2,726 $ 2,804 $ 2,811Sales 2,860 3,220 2,944Fee and other income 307 316 308Net earnings 101 119 122

Premiums and depositsPremiums and deposits for the first quarter of 2016 decreased by $85 million to $2,726 million compared to the same quarter last year. The decrease was primarily due to lower premiums and deposits related to individual investment funds, reflective of a decline in industry asset flows pertaining to segregated funds and mutual funds, partially offset by an increase in premiums and deposits related to group capital accumulation plan (GCAP) products.

Premiums and deposits for the first quarter of 2016 decreased by $78 million compared to the previous quarter. The decrease was primarily driven by lower premiums related to single premium group annuities (SPGAs), partially offset by higher premiums related to individual segregated fund products and GCAP products. SalesSales for the first quarter of 2016 decreased by $84 million to $2,860 million compared to the same quarter last year. The decrease was primarily due to lower sales of individual investment funds, partially offset by higher sales of GCAP products and group investment only (IO) products.

Sales for the first quarter of 2016 decreased by $360 million compared to the previous quarter. The decrease was primarily driven by lower sales of individual investment funds, GCAP products and SPGAs, partially offset by higher sales of group IO products.

For the GCAP and proprietary individual investment fund business, net cash inflows for the first quarter of 2016 were $341 million compared to $250 million in the same quarter last year and $358 million in the previous quarter.

Fee and other incomeFee and other income of $307 million for the first quarter of 2016 was comparable to the same quarter last year. Growth in other income related to distribution arrangements was offset by lower fee income due to lower average assets under administration driven by lower average equity market levels.

Fee and other income for the first quarter of 2016 decreased by $9 million compared to the previous quarter, primarily due to lower average assets under administration driven by lower average equity market levels.

Net earningsNet earnings for the first quarter of 2016 decreased by $21 million to $101 million compared to the same quarter last year. The decrease was primarily due to lower contributions from investment experience, lower net fee income and less favourable longevity experience.

Net earnings for the first quarter of 2016 decreased by $18 million compared to the previous quarter, primarily due to lower contributions from insurance contract liability basis changes, partially offset by more favourable longevity experience.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


24

GROUP INSURANCEOPERATING RESULTS


2016Dec. 31

2015March 31

2015Premiums and deposits $ 2,074 $ 2,002 $ 1,948Sales 283 135 126Fee and other income 43 41 39Net earnings 67 74 109

Premiums and depositsPremiums and deposits for the first quarter of 2016 increased by $126 million to $2,074 million compared to the same quarter last year, primarily due to an increase in mid-size and large-case market premiums and deposits.

Premiums and deposits for the first quarter of 2016 increased by $72 million compared to the previous quarter, primarily due to an increase in large-case market premiums and deposits.

SalesSales for the first quarter of 2016 increased by $157 million, or 125%, to $283 million compared to the same quarter last year. The increase was primarily due to higher sales in the large-case market, along with increased creditor and small-case market sales.

Sales for the first quarter of 2016 increased by $148 million compared to the previous quarter, primarily due to higher sales in the large-case market, partially offset by lower sales in the mid-size case market.

Fee and other incomeFee and other income of $43 million for the first quarter of 2016 increased 10% over the same quarter last year and was comparable to the previous quarter.

Net earningsNet earnings for the first quarter of 2016 decreased by $42 million to $67 million compared to the same quarter last year. The decrease was primarily due to less favourable long-term disability morbidity experience of $28 million, mostly related to large non-refund cases, as well as lower contributions from investment experience. The Company is implementing rate increases with respect to long-term disability contracts where appropriate, as contracts are renewed. In addition, net earnings for the first quarter of 2015 were positively impacted by a claims process change that resulted in one-time additional claim terminations, which did not recur in 2016.

Net earnings for the first quarter of 2016 decreased by $7 million compared to the previous quarter, primarily due to lower contributions from insurance contract liability basis changes. The decrease was partially offset by more favourable morbidity experience, driven by both improved long-term disability experience and improved healthcare experience.

CANADA CORPORATECanada Corporate consists of items not associated directly with or allocated to the Canadian business units.

For the first quarter of 2016, Canada Corporate had net earnings of $16 million compared to a net loss of $9 millionfor the same quarter last year. The change in net earnings was primarily due to changes to certain income tax estimates and higher net investment income, driven by higher fair value adjustments on investment properties held in Canada Corporate.

For the first quarter of 2016, Canada Corporate net earnings of $16 million were comparable to the previous quarter.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


25

UNITED STATESThe United States operating results for Lifeco include the results of Great-West Financial, Putnam and the results of the insurance businesses in the United States branches of Great-West Life and Canada Life, together with an allocation of a portion of Lifeco's corporate results.

Through its Financial Services business unit, and specifically the Empower Retirement brand, the Company provides an array of financial security products, including employer-sponsored defined contribution plans, administrative and recordkeeping services, individual retirement accounts, fund management as well as investment and advisory services.The Company also provides life insurance, annuity and executive benefits products through its Individual Markets operations.

Through its Asset Management business unit, the Company provides investment management, certain administrative functions, distribution and related services, through a broad range of investment products.

TRANSLATION OF FOREIGN CURRENCYForeign 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.

Currency translation impact is a non-IFRS financial measure that highlights the impact of changes in currency translation rates on IFRS results. This measure provides useful information as it facilitates the comparability of results between periods. Refer to the Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document.

Selected consolidated financial information - United StatesFor the three months ended

March 31 2016

Dec. 312015

March 312015(1)

Premiums and deposits $ 16,117 $ 15,956 $ 12,962Sales(1) 40,158 31,630 20,123Fee and other income 571 637 573Net earnings - common shareholders 63 125 121Net earnings - common shareholders (US$) 47 92 98


(1) Comparative figures for sales (a non-IFRS financial measure) have been restated to improve consistency across the Company's business units.

2016 DEVELOPMENTS• Net earnings for the three months ended March 31, 2016 were US$47 million, a decrease of US$51 million compared

to the same quarter last year, primarily due to lower contributions from investment experience, lower net fee income and higher operating expenses, partially offset by lower income taxes.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


26

• Great-West Life & Annuity Insurance Capital, LP II has US$300 million of 7.153% subordinated debentures outstanding maturing in 2046, that have a first call date of May 16, 2016. The call option was not exercised, as the notification period concluded April 16, 2016. When companies within the Lifeco group make decisions on capital and capital instruments, they do so on a case-by-case basis for each specific capital instrument under consideration. All relevant variables are identified and evaluated including but not limited to the economic impact to the Company, the market conditions, legal structure and obligations, the use to be made of the proceeds, regulatory and rating agency considerations and the custom and practice in the market in which the securities were issued. Refer to Note 9 to the Company's condensed consolidated financial statements for the period ended March 31, 2016 for further discussion.

• On April 6, 2016, the U.S. Department of Labor issued a new rule redefining and expanding who is a fiduciary by reason of providing investment advice to a retirement plan or holder of an individual retirement account. Compliance with the rule will generally be required by April 10, 2017 (certain parts by January 1, 2018). Great-West Financial is in the process of analyzing the rule against current business practices in its Empower Retirement and Individual Markets businesses. The rule may require changes to certain aspects of product and service delivery but Management does not expect that it will prevent Great-West Financial or Putnam from executing on their overall business strategy and growth objectives.

BUSINESS UNITS – UNITED STATES

FINANCIAL SERVICES

2016 DEVELOPMENTS• Sales for the three months ended March 31, 2016 were US$20.3 billion, an increase of US$12.3 billion compared

to the same quarter last year, primarily due to higher large plan sales in Empower Retirement. Empower Retirement participant accounts have grown to over 8 million at March 31, 2016 from over 7.3 million at March 31, 2015.

• Premiums and deposits for the three months ended March 31, 2016 were US$2.7 billion, an increase of US$0.5 billion from the same quarter last year, primarily due to higher transfers from retail investment options in Empower Retirement.

• Net earnings for the three months ended March 31, 2016 were US$67 million, a decrease of US$30 million over the same quarter last year, primarily due to lower contributions from investment experience and higher operating expenses, partially offset by lower income taxes.

• Empower Retirement continues to incur strategic and business development expenses as it focuses on enhancements, which will improve the client-facing experience as well as streamline the back-office processing over the next several years. The Company anticipates investing approximately US$150 million in total on this multi-year initiative, with over US$126 million already invested by March 31, 2016. In 2015, these costs decreased net earnings by US$34 million and are expected to decrease net earnings by approximately US$20 million in 2016. For the three months ended March 31, 2016, these costs have decreased net earnings by US$6 million.

• The Company has set an annual cost-savings target of US$40 million to US$50 million pre-tax. Integration activities are expected to be completed by the second quarter of 2017 with the annual reduction of operating costs fully reflected upon the completion of the business transformation in the next three to four years. These synergies are expected to be achieved through efficiencies from the conversion of business onto a single back-office platform, increased utilization of Great-West Global, which launched in the third quarter of 2015, with over 350 professionals based in India, as well as scale-driven cost improvements. Ongoing operations will include amortization expense from system and infrastructure enhancements. The Company expects that these enhancements will increase market share by driving future sales and improving the retention of participants and assets.

• At the 23rd Annual Mutual Fund Industry Awards, Empower Retirement, the second largest retirement services provider in the U.S., was named "Retirement Leader of the Year" for its contributions to the retirement industry.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


27

OPERATING RESULTS


2016Dec. 31

2015March 31

2015(1)

Premiums and deposits $ 3,729 $ 5,087 $ 2,730Sales(1) 27,770 20,761 9,891Fee and other income 321 349 295Net earnings 90 86 120

Premiums and deposits (US$) $ 2,722 $ 3,796 $ 2,202Sales (US$)(1) 20,270 15,493 7,977Fee and other income (US$) 234 260 238Net earnings (US$) 67 63 97

(1) Comparative figures for sales (a non-IFRS financial measure) have been restated to improve consistency across the Company's business units.

Premiums and depositsPremiums and deposits for the first quarter of 2016 increased by US$0.5 billion to US$2.7 billion compared to the same quarter last year, due to increases of US$460 million in Empower Retirement and US$60 million in Individual Markets. The increase in Empower Retirement was due to higher transfers from retail investment options. The increase in Individual Markets was primarily due to higher sales in the executive benefits line of business.

Premiums and deposits for the first quarter of 2016 decreased by US$1.1 billion compared to the previous quarter, primarily due to one large sale in Empower Retirement in the fourth quarter of 2015, which did not recur in 2016.

SalesSales in the first quarter of 2016 increased by US$12.3 billion to US$20.3 billion compared to the same quarter last year, due to an increase in Empower Retirement driven by large plan sales. Approximately 90% of the in-quarter sales increase related to one new client with over 200,000 participants.

Sales in the first quarter of 2016 increased by US$4.8 billion compared to the previous quarter, primarily due to an increase in Empower Retirement sales. The increase in Empower Retirement sales was primarily due to the same reason discussed for the in-quarter results.

Fee and other incomeFee income is derived primarily from assets under management, assets under administration, shareholder servicing fees, administration and record-keeping services and investment advisory services. Generally, fees are earned based on assets under management, assets under administration or the number of plans and participants for which services are provided.

Fee and other income for the first quarter of 2016 decreased by US$4 million to US$234 million compared to the same quarter last year, which reflects lower asset-based fees driven by lower average equity market levels and one-time adjustments to fee income, partially offset by growth in assets and participants.

Fee and other income for the first quarter of 2016 decreased by US$26 million compared to the previous quarter. The fourth quarter of 2015 included a one-time adjustment to fee income relating to variable asset-based fees of US$18 million. Excluding the impact of this item, fee and other income decreased US$8 million, primarily due to the same reasons discussed for the in-quarter results.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


28

Net earningsNet earnings for the first quarter of 2016 decreased by US$30 million to US$67 million compared to the same quarter last year, primarily due to lower contributions from investment experience and higher operating expenses, driven primarily by business growth. The decreases were partially offset by lower income taxes, driven by a management election to claim foreign tax credits. First quarter 2016 results include US$5 million of strategic and business development expenses related to Empower Retirement, compared to US$6 million for the first quarter of 2015.

Net earnings for the first quarter of 2016 increased by US$4 million compared to the previous quarter, primarily due to lower income taxes as discussed for the in-quarter results, partially offset by lower fee income related to asset-based fees driven by lower average equity market levels. The fourth quarter of 2015 included an adjustment to the contingent consideration related to the J.P. Morgan Retirement Plan Services acquisition that positively impacted net earnings and did not recur.

ASSET MANAGEMENT

2016 DEVELOPMENTS• Putnam’s ending assets under management (AUM) at March 31, 2016 of US$145.8 billion decreased by US$13.4

billion compared to the same quarter last year, while average AUM of US$141.4 billion decreased by US$17.0 billion compared to the same quarter last year, primarily due to the cumulative impact of negative markets and net asset outflows.

• Sales for the three months ended March 31, 2016 were US$9.0 billion, an increase of US$0.8 billion compared to the same quarter last year.

• Fee income for the three months ended March 31, 2016 was US$183 million, a decrease of US$41 million compared to the same quarter last year.

• Five of Putnam's mutual funds received the 2016 Lipper Fund Awards to honour their consistent, strong risk-adjusted performance relative to their peers for periods of three years or more.

• At the 23rd Annual Mutual Fund Industry Awards, Putnam won the inaugural "Social Media Leader of the Year Award" for its industry leading social media platforms.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


29

OPERATING RESULTS


2016Dec. 31

2015March 31

2015Sales $ 12,388 $ 10,869 $ 10,232Fee income

Investment management fees 199 218 213Performance fees (5) 14 3Service fees 42 44 42Underwriting & distribution fees 14 12 20

Fee income 250 288 278

Core net earnings (loss)(1) (17) 23 15Less: Financing and other expenses (after-tax)(1) (8) 18 (13)

Reported net earnings (loss) (25) 41 2

Sales (US$) $ 9,042 $ 8,111 $ 8,252Fee income (US$)

Investment management fees (US$) 145 163 172Performance fees (US$) (4) 11 3Service fees (US$) 31 33 34Underwriting & distribution fees (US$) 11 9 15

Fee income (US$) 183 216 224

Core net earnings (loss) (US$)(1) (12) 17 12Less: Financing and other expenses (after-tax) (US$)(1) (6) 14 (10)

Reported net earnings (loss) (US$) (18) 31 2

Pre-tax operating margin (US$)(2) (12.3)% 13.5% 9.2%

Average assets under management (US$) $ 141,391 $ 151,216 $ 158,396

(1) Core net earnings (loss) (a non-IFRS financial measure) is a measure of the Asset Management business unit's performance. Core net earnings (loss) includes the impact of dealer commissions and software amortization, and excludes the impact of corporate financing charges and allocations, fair value adjustments related to stock-based compensation, certain tax adjustments and other non-recurring transactions.

(2) Pre-tax operating margin (a non-IFRS financial measure) is a measure of the Asset Management business unit's pre-tax core net earnings (loss) divided by the sum of fee income and net investment income.

SalesSales in the first quarter of 2016 increased by US$0.8 billion to US$9.0 billion compared to the same quarter last year, due to a US$1.4 billion increase in institutional sales, partially offset by a US$0.6 billion decrease in mutual fund sales.

Sales in the first quarter of 2016 increased by US$0.9 billion compared to the previous quarter, due to an increase in institutional and mutual fund sales of US$0.2 billion and US$0.7 billion, respectively.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


30

Fee incomeFee income is derived primarily from investment management fees, performance fees, transfer agency and other service fees, as well as underwriting and distribution fees. Generally, fees are earned based on AUM and may depend on financial markets, the relative performance of Putnam’s investment products, the number of retail accounts and sales.

Fee income for the first quarter of 2016 decreased by US$41 million to US$183 million compared to the same quarter last year. The decrease was primarily due to a decrease in investment management fees driven by lower average AUM, resulting from the cumulative impact of negative market performance over the twelve month period and net asset outflows.

Fee income for the first quarter of 2016 decreased by US$33 million compared to the previous quarter, primarily due to a decrease in investment management fees driven by lower average AUM and a decrease in performance fees due to the seasonality in which these fees are earned.

Net earningsThe core net loss (a non-IFRS financial measure) for the first quarter of 2016 was US$12 million compared to core net earnings of US$12 million for the same quarter last year. Core net earnings in the first quarter of 2015 included expense recoveries of US$5 million that did not recur. Excluding this expense recovery, core net earnings decreased by US$19 million, primarily due to lower net fee income and lower net investment income, driven by unrealized losses on seed capital, as well as one-time expenses of US$5 million primarily relating to a new lease agreement. The decreases were partially offset by lower income taxes, driven by a management election to claim foreign tax credits of US$3 million. In the first quarter of 2016, the reported net loss, including financing and other expenses, was US$18 million compared to net earnings of US$2 million for the same quarter last year. Financing and other expenses for the first quarter of 2016 decreased by US$4 million to US$6 million compared to the same quarter last year, primarily due to lower income taxes, driven by a management election to claim foreign tax credits of US$6 million.

The core net loss for the first quarter of 2016 was US$12 million compared to core net earnings of US$17 million for the previous quarter. The change in net earnings was primarily due to lower net fee income and lower net investment income driven by unrealized losses on seed capital, higher compensation costs and one-time expenses of US$5 million primarily relating to a new lease agreement, partially offset by lower income taxes as discussed for the in-quarter results. The reported net loss, including financing and other expenses, for the first quarter of 2016 was US$18 millioncompared to net earnings of US$31 million in the previous quarter. Financing and other expenses for the first quarterof 2016 were US$6 million compared to an expense recovery of US$14 million for the previous quarter. In the fourth quarter of 2015, financing and other expenses included the positive impact of adjustments to certain income tax estimates of US$27 million. Excluding these adjustments in the previous quarter, financing and other expenses decreased by US$7 million, primarily due to lower income taxes as discussed for the in-quarter results.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


31

ASSETS UNDER MANAGEMENT

Assets under management ($US)For the three months ended

March 31 2016

Dec. 312015

March 312015

Beginning assets $ 148,370 $ 146,638 $ 157,572

Sales - Mutual funds 4,959 4,252 5,608Redemptions - Mutual funds (7,569) (6,543) (5,166)Net asset flows - Mutual funds (2,610) (2,291) 442

Sales - Institutional 4,083 3,859 2,644Redemptions - Institutional (3,176) (2,772) (3,063)Net asset flows - Institutional 907 1,087 (419)

Net asset flows - Total (1,703) (1,204) 23

Impact of market/performance (864) 2,936 1,613

Ending assets $ 145,803 $ 148,370 $ 159,208

Average assets under managementMutual funds 72,522 80,180 87,269Institutional assets 68,869 71,036 71,127Total average assets under management $ 141,391 $ 151,216 $ 158,396

Average AUM for the three months ended March 31, 2016 was US$141.4 billion, a decrease of US$17.0 billion compared to the same quarter last year, primarily due to the cumulative impact of negative markets over the twelve month period as well as net asset outflows. Net asset outflows for the first quarter of 2016 were US$1.7 billion compared to nominal net asset inflows in the same quarter last year. In-quarter mutual fund net asset outflows were US$2.6 billion and institutional net asset inflows were US$0.9 billion.

Average AUM decreased by 6% compared to the previous quarter, primarily due to the impact of negative markets and net asset outflows in the first quarter of 2016.

UNITED STATES CORPORATEUnited States Corporate consists of items not associated directly with or allocated to the United States business units, including the impact of certain non-continuing items related to the U.S. segment.

In the first quarter of 2016, the net loss of US$2 million was comparable to both the same quarter last year and to the previous quarter.

EUROPEThe Europe segment comprises two distinct business units: Insurance & Annuities and Reinsurance, together with an allocation of a portion of Lifeco's corporate results. Insurance & Annuities provides protection and wealth management products, including payout annuity products, through subsidiaries of Canada Life in the U.K., the Isle of Man and Germany, as well as through Irish Life in Ireland. Reinsurance operates primarily in the U.S., Barbados and Ireland, and is conducted through Canada Life, London Life and their subsidiaries.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


32

TRANSLATION OF FOREIGN CURRENCYForeign 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.

Currency translation impact is a non-IFRS financial measure that highlights the impact of changes in currency translation rates on IFRS results. This measure provides useful information as it facilitates the comparability of results between periods. Refer to the Cautionary Note regarding non-IFRS Financial Measures at the beginning of this document.

Selected consolidated financial information - Europe


2016Dec. 31

2015March 31

2015Premiums and deposits $ 7,841 $ 6,056 $ 6,673Fee and other income 321 327 327Net earnings - common shareholders 287 303 286


2016 DEVELOPMENTS• Net earnings for the first quarter of 2016 of $287 million were comparable to the same quarter last year.

• Premiums and deposits for the three months ended March 31, 2016 were $7.8 billion, an increase of $1.2 billion from the same quarter last year, primarily due to higher sales in Ireland, new and restructured reinsurance agreements and the impact of currency movement.

• In Europe, Solvency II regulations came into effect on January 1, 2016. All of the Company's regulated European-based subsidiaries are positioned to meet the new requirements. Solvency II encompasses both a new capital regime and a new governance/supervisory approach. The new governance regime focuses on more active and risk-focused Board of Directors involvement, which fits well with the Company's existing philosophy and culture. The capital regime has moved from a factor-based approach to a more risk-based methodology which is more sensitive to interest rate movements than the previous regime. In 2016, the Company will continue to focus on managing the potential capital volatility under the new regulations.

• On February 19, 2016, the Company successfully completed the transfer of approximately 31,000 annuity policies from Equitable Life, which was acquired in the first quarter of 2015.

• On March 9, 2016, the Company announced that it had reached an agreement to acquire Aviva Health Insurance Ireland Limited (Aviva Health), an Irish health insurance provider, and to increase its 49% interest in GloHealth Financial Services Limited (GloHealth) to 100% ownership. Aviva Health and GloHealth will combine to become one of the leading providers in the Irish health insurance market, servicing a customer base of more than 400,000 participants. The transaction is expected to close in the third quarter of 2016 and is subject to customary regulatory approvals.

• During the first quarter of 2016, Irish Life Investment Managers (ILIM) launched its new Multi-Asset Multi-Strategy Fund range to its network of Canadian Mutual Funds Dealer Association (MFDA) and Investment Industry Regulatory Organization of Canada (IIROC) advisors. Assets under management for ILIM have grown to €51.0 billion at March 31, 2016 from €48.5 billion at March 31, 2015.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


33

• During the first quarter of 2016, the Company received a number of awards:

Irish Life was awarded the Life Sector overall winner in the 2016 Irish Brokers Association Annual Insurance Service Awards for the sixth year in a row.

Canada Life Group Insurance, in the U.K., retained the Number One Group Risk Provider position in the Swiss Re ‘Group Watch’ survey of 2016, for the third year in a row.

At the 2016 European Funds Trophy Awards, Canada Life Investments, a subsidiary of Canada Life in the U.K., was awarded "Best U.K. Asset Management Company (41-70 rated funds category)".

BUSINESS UNITS – EUROPE

INSURANCE & ANNUITIES

OPERATING RESULTS


2016Dec. 31

2015March 31

2015Premiums and deposits $ 5,674 $ 4,497 $ 5,160Sales 4,574 3,917 4,456Fee and other income 316 320 322Net earnings 226 234 216

Premiums and depositsPremiums and deposits for the first quarter of 2016 increased by $0.5 billion to $5.7 billion compared to the same quarter last year, which included the acquisition of Equitable Life's annuity business in the first quarter of 2015. Excluding the impact of the Equitable Life acquisition, premiums and deposits increased by $2.1 billion primarily due to higher fund management sales in Ireland, higher pension sales in Ireland and Germany and higher sales of retail payout annuities in the U.K., as well as the impact of currency movement. Premiums and deposits for the first quarter of 2016 increased by $1.2 billion compared to the previous quarter, primarily due to higher fund management sales in Ireland and the impact of currency movement. These increases were partially offset by lower pension sales in Ireland and Germany, reflecting normal seasonal fluctuations, and lower sales of wealth management products in the U.K.

SalesSales for the first quarter of 2016 increased by $0.1 billion to $4.6 billion compared to the same quarter last year, which included the acquisition of Equitable Life's annuity business in the first quarter of 2015. Excluding the impact of the Equitable Life acquisition, sales increased by 60% due to the same reasons discussed for premiums and deposits for the in-quarter results.

Sales for the first quarter of 2016 increased by $0.7 billion from the previous quarter, due to the reasons discussed for premiums and deposits for the same period.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


34

Fee and other incomeFee and other income for the first quarter of 2016 decreased by $6 million to $316 million compared to the same quarter last year. The decrease was primarily due to lower investment gain related fee income associated with a closed block of Irish unit-linked business, partially offset by the impact of currency movement. The fee income on this block of business is particularly sensitive to the market levels at the start and end of a reporting period.

Fee and other income for first quarter of 2016 decreased by $4 million compared to the previous quarter, primarily due to the same reasons discussed for the in-quarter results.

Net earnings Net earnings for the first quarter of 2016 increased by $10 million to $226 million compared to the same quarter last year. The increase was primarily due to higher new business volumes in U.K. payout annuities, higher contributions from investment experience and lower income taxes, including the impact of U.K. corporate tax rate changes on deferred tax balances. These increases were partially offset by lower contributions from actuarial liability basis changes and less favourable morbidity experience.

Net earnings for the first quarter of 2016 decreased by $8 million compared to the previous quarter. The decreasewas primarily due to lower contributions from actuarial liability basis changes and less favourable morbidity experience.These decreases were partially offset by higher new business volumes in U.K. payout annuities and higher contributions from investment experience.

REINSURANCEOPERATING RESULTS


2016Dec. 31

2015March 31

2015Premiums and deposits $ 2,167 $ 1,559 $ 1,513Fee and other income 5 7 5Net earnings 63 73 77

Premiums and depositsReinsurance premiums can vary significantly from period to period depending on the terms of underlying treaties. For certain life reinsurance transactions, premiums will vary based on the form of the transaction. Treaties where insurance contract liabilities are assumed on a proportionate basis will typically have significantly higher premiums than treaties where claims are not incurred by the reinsurer until a threshold is exceeded. Earnings are therefore not directly correlated to premiums received.

For the three months ended March 31, 2016, premiums and deposits increased by $0.7 billion to $2.2 billion compared to the same period last year. The increase was primarily due to new and restructured reinsurance agreements and the impact of currency movement.

Premiums and deposits for the first quarter of 2016 increased by $0.6 billion compared to the previous quarter, primarily due to the same reasons discussed for the in-quarter results.

Fee and other incomeFee and other income for the first quarter of 2016 of $5 million was comparable to the same quarter last year and the previous quarter.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


35

Net earningsNet earnings for the first quarter of 2016 decreased by $14 million to $63 million compared to the same quarter last year. The decrease was primarily due to lower contributions from insurance contract liability basis changes and less favourable claims experience, partially offset by lower new business strain and the impact of currency movement.

Net earnings for the first quarter of 2016 decreased by $10 million compared to the previous quarter. The decreasewas primarily due to lower contributions from insurance contract liability basis changes and less favourable claims experience.

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

In the first quarter of 2016, Europe Corporate had a net loss of $2 million compared to a net loss of $7 million for the same quarter last year. First quarter 2016 results include restructuring costs of $1 million relating to the integration of Legal & General International (Ireland) Limited (LGII), compared to $6 million of restructuring costs relating to the integration of Irish Life for the same quarter last year.

The net loss for the three months ended March 31, 2016 decreased from $4 million to $2 million in the current quarter, primarily due to lower restructuring costs relating to the integration of LGII.

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

The net loss for the three months ended March 31, 2016 of $6 million was comparable to both the same quarter last year and to the previous quarter.

RISK MANAGEMENT AND CONTROL PRACTICES

The Board of Directors is ultimately responsible for the Company's governance principles and policies. These include the Enterprise Risk Management Policy, which establishes the guiding principles of risk management, and the Risk Appetite Framework, which reflects the aggregate levels and types of risk that the Company is willing to tolerate in its business activities and operations. During the first quarter of 2016, there were no significant changes to the Company's risk management and control practices. Refer to the Company's 2015 Annual MD&A for a detailed description of the Company's risk management and control practices.

ACCOUNTING POLICIES

INTERNATIONAL FINANCIAL REPORTING STANDARDS Due to the evolving nature of IFRS, there are a number of IFRS changes impacting the Company in 2016, as well as standards that could impact the Company in future reporting periods. The Company actively monitors future IFRS changes proposed by the International Accounting Standards Board (IASB) to assess if the changes to the standards may have an impact on the Company's results or operations.

The Company adopted the narrow scope amendments to IFRS for IFRS 11 Joint Arrangements, IAS 16 Property, Plant and Equipment, IAS 38 Intangible Assets, IAS 1 Presentation of Financial Statements, IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates and Joint Venturesand Annual Improvements 2012 - 2014 Cycle effective January 1, 2016. The adoption of these narrow scope amendments did not have a significant impact on the Company’s financial statements.

In regards to future accounting policy changes that could impact the Company, there have been no significant changes from the disclosure included in the Company's 2015 Annual MD&A.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


36

OTHER INFORMATIONQUARTERLY FINANCIAL INFORMATION

Quarterly financial information(in $ millions, except per share amounts)

2016 2015 2014Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2

Total revenue(1) $ 12,352 $ 8,321 $ 8,596 $ 4,224 $ 12,679 $ 10,723 $ 8,451 $ 10,070

Common shareholdersNet earnings

Total 620 683 720 659 700 657 687 615Basic - per share 0.625 0.688 0.724 0.661 0.702 0.658 0.687 0.616Diluted - per share 0.623 0.686 0.722 0.659 0.700 0.657 0.686 0.615

(1) Revenue includes the change in fair value through profit or loss on investment assets.

Lifeco's consolidated net earnings attributable to common shareholders were $620 million for the first quarter of 2016compared to $700 million reported a year ago. On a per share basis, this represents $0.625 per common share ($0.623diluted) for the first quarter of 2016 compared to $0.702 per common share ($0.700 diluted) a year ago.

Total revenue for the first quarter of 2016 was $12,352 million and comprises premium income of $7,015 million, regular net investment income of $1,673 million, a positive change in fair value through profit or loss on investment assets of $2,410 million and fee and other income of $1,254 million.

DISCLOSURE CONTROLS AND PROCEDURESThe Company’s disclosure controls and procedures are designed to provide reasonable assurance 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.

INTERNAL CONTROL OVER FINANCIAL REPORTINGThe Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. The Company’s management is responsible for establishing and maintaining effective internal control over financial reporting. All internal control systems have inherent limitations and may become ineffective because of changes in conditions. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

There have been no changes in the Company's internal control over financial reporting during the three month period ended March 31, 2016 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

TRANSACTIONS WITH RELATED PARTIESRelated party transactions have not changed materially from December 31, 2015.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


37

TRANSLATION OF FOREIGN CURRENCYThrough its operating subsidiaries, Lifeco conducts business in multiple currencies. The four primary currencies are the Canadian dollar, the U.S. dollar, the British pound and the euro. Throughout this document, foreign currency assets and liabilities are translated into Canadian dollars at the market rate at the end of the reporting period. All income and expense items are translated at an average rate for the period. The rates employed are:

Translation of foreign currencyPeriod ended Mar. 31

2016Dec. 31

2015Sept. 30

2015June 30

2015Mar. 31

2015United States dollarBalance sheet $ 1.30 $ 1.38 $ 1.34 $ 1.25 $ 1.27Income and expenses $ 1.37 $ 1.34 $ 1.31 $ 1.23 $ 1.24

British poundBalance sheet $ 1.87 $ 2.04 $ 2.02 $ 1.96 $ 1.88Income and expenses $ 1.96 $ 2.03 $ 2.03 $ 1.89 $ 1.88

EuroBalance sheet $ 1.48 $ 1.50 $ 1.50 $ 1.39 $ 1.36Income and expenses $ 1.51 $ 1.46 $ 1.46 $ 1.36 $ 1.40

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



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

38

CONSOLIDATED STATEMENTS OF EARNINGS (unaudited)(in Canadian $ millions except per share amounts)

For the three months endedMarch 31 December 31 March 31

2016 2015 2015

IncomePremium income

Gross premiums written $ 7,926 $ 7,117 $ 7,806Ceded premiums (911) (955) (874)

Total net premiums 7,015 6,162 6,932Net investment income (note 4)

Regular net investment income 1,673 1,670 1,536Changes in fair value through profit or loss 2,410 (844) 2,953

Total net investment income 4,083 826 4,489Fee and other income 1,254 1,333 1,258

12,352 8,321 12,679Benefits and expenses

Policyholder benefitsGross 6,642 6,060 5,640Ceded (472) (546) (483)

Total net policyholder benefits 6,170 5,514 5,157Policyholder dividends and experience refunds 369 321 381Changes in insurance and investment contract liabilities 3,139 (303) 4,351Total paid or credited to policyholders 9,678 5,532 9,889

Commissions 566 584 515Operating and administrative expenses 1,208 1,175 1,078Premium taxes 92 92 84Financing charges (note 9) 78 73 77Amortization of finite life intangible assets 46 37 36Restructuring and acquisition expenses 4 7 7

Earnings before income taxes 680 821 993Income taxes (note 14) 24 66 224Net earnings before non-controlling interests 656 755 769Attributable to non-controlling interests 5 41 37Net earnings 651 714 732Preferred share dividends 31 31 32Net earnings - common shareholders $ 620 $ 683 $ 700

Earnings per common share (note 11)Basic $ 0.625 $ 0.688 $ 0.702

Diluted $ 0.623 $ 0.686 $ 0.700



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

39

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)(in Canadian $ millions)

For the three months endedMarch 31 December 31 March 31

2016 2015 2015

Net earnings $ 651 $ 714 $ 732

Other comprehensive income (loss)Items that may be reclassified subsequently to Consolidated Statements

of EarningsUnrealized foreign exchange gains (losses) on translation of foreignoperations (984) 291 733

Unrealized foreign exchange gains on euro debt designated as hedge of thenet investment in foreign operations 10 — 20

Income tax expense (1) — —Unrealized gains (losses) on available-for-sale assets 121 (44) 130

Income tax (expense) benefit (24) 10 (28)Realized gains on available-for-sale assets (31) (3) (73)

Income tax expense 4 — 12Unrealized gains (losses) on cash flow hedges 95 (27) (135)

Income tax (expense) benefit (36) 10 51Realized losses on cash flow hedges 1 — 1Non-controlling interests 6 (52) (42)

Income tax benefit 3 3 11Total items that may be reclassified (836) 188 680

Items that will not be reclassified to Consolidated Statements ofEarnings

Re-measurements on defined benefit pension and other post-employment benefit plans (note 13) (242) 116 (223)

Income tax (expense) benefit 62 (19) 48Non-controlling interests 19 5 7

Income tax expense (5) (1) (1)Total items that will not be reclassified (166) 101 (169)

Total other comprehensive income (loss) (1,002) 289 511Comprehensive income (loss) $ (351) $ 1,003 $ 1,243



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

40

CONSOLIDATED BALANCE SHEETS (unaudited)(in Canadian $ millions)

March 31 December 312016 2015

Assets (note 16)

Cash and cash equivalents $ 2,923 $ 2,813Bonds (note 4) 114,141 114,943Mortgage loans (note 4) 21,402 22,021Stocks (note 4) 7,827 7,873Investment properties (note 4) 5,049 5,237Loans to policyholders 8,321 8,694

159,663 161,581Funds held by ceding insurers 12,954 15,512Goodwill 5,896 5,913Intangible assets 3,878 4,036Derivative financial instruments 602 461Owner occupied properties 638 653Fixed assets 296 298Other assets 2,471 2,643Premiums in course of collection, accounts and interest receivable 3,833 3,553Reinsurance assets (note 7) 5,144 5,131Current income taxes 99 69Deferred tax assets 1,770 1,891Investments on account of segregated fund policyholders (note 8) 193,001 198,194Total assets $ 390,245 $ 399,935

LiabilitiesInsurance contract liabilities (note 7) $ 155,352 $ 158,492Investment contract liabilities (note 7) 2,116 2,253Debentures and other debt instruments 5,284 5,395Capital trust securities 161 161Funds held under reinsurance contracts 324 356Derivative financial instruments 2,015 2,624Accounts payable 1,983 1,755Other liabilities 3,494 3,367Current income taxes 514 492Deferred tax liabilities 1,470 1,586Investment and insurance contracts on account of segregated fund policyholders (note 8) 193,001 198,194Total liabilities 365,714 374,675

EquityNon-controlling interests Participating account surplus in subsidiaries 2,608 2,611 Non-controlling interests in subsidiaries 248 195Shareholders' equity Share capital (note 10) Preferred shares 2,514 2,514 Common shares 7,167 7,156 Accumulated surplus 10,672 10,431 Accumulated other comprehensive income 1,216 2,218 Contributed surplus 106 135Total equity 24,531 25,260Total liabilities and equity $ 390,245 $ 399,935



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

41

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (unaudited)(in Canadian $ millions)

March 31, 2016

Sharecapital

Contributedsurplus

Accumulatedsurplus

Accumulatedother

comprehensiveincome

Non- controllinginterests

Totalequity

Balance, beginning of year $ 9,670 $ 135 $ 10,431 $ 2,218 $ 2,806 $ 25,260Net earnings — — 651 — 5 656Other comprehensive loss — — — (1,002) (23) (1,025)

9,670 135 11,082 1,216 2,788 24,891Dividends to shareholders

Preferred shareholders (note 11) — — (31) — — (31)Common shareholders — — (343) — — (343)

Shares exercised and issued under share-basedpayment plans (note 10) 15 (45) — — 49 19

Share-based payment plans expense — 16 — — — 16Shares purchased and cancelled under Normal

Course Issuer Bid (note 10) (21) — — — — (21)Excess of redemption proceeds over stated capital

per Normal Course Issuer Bid (note 10) 17 — (17) — — —Dilution loss on non-controlling interests — — (19) — 19 —Balance, end of period $ 9,681 $ 106 $ 10,672 $ 1,216 $ 2,856 $ 24,531

March 31, 2015

Sharecapital

Contributedsurplus

Accumulatedsurplus

Accumulatedother

comprehensiveincome

Non- controllinginterests

Totalequity

Balance, beginning of year $ 9,616 $ 126 $ 9,134 $ 378 $ 2,643 $ 21,897Net earnings — — 732 — 37 769Other comprehensive income — — — 511 25 536

9,616 126 9,866 889 2,705 23,202Dividends to shareholders

Preferred shareholders (note 11) — — (32) — — (32) Common shareholders — — (325) — — (325)

Shares exercised and issued under share-based payment plans (note 10) 57 (43) — — 39 53

Share-based payment plans expense — 16 — — — 16Shares purchased and cancelled under Normal

Course Issuer Bid (note 10) (26) — — — — (26)Excess of redemption proceeds over stated capital

per Normal Course Issuer Bid (note 10) 21 — (21) — — —Dilution gain on non-controlling interests — — 3 — (3) —Balance, end of period $ 9,668 $ 99 $ 9,491 $ 889 $ 2,741 $ 22,888



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

42

CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)(in Canadian $ millions)

For the three monthsended March 31

2016 2015Operations

Earnings before income taxes $ 680 $ 993Income taxes paid, net of refunds received (58) (88)Adjustments:

Change in insurance and investment contract liabilities 3,208 2,851Change in funds held by ceding insurers 260 272Change in funds held under reinsurance contracts (5) (92)Change in deferred acquisition costs 10 10Change in reinsurance assets (131) 11Changes in fair value through profit or loss (2,410) (2,953)Other (188) 88

1,366 1,092Financing Activities

Issue of common shares (note 10) 15 57Purchased and cancelled common shares (note 10) (21) (26)Decrease in line of credit of subsidiary (41) (43)Increase (decrease) in debentures and other debt instruments 8 (11)Dividends paid on common shares (343) (325)Dividends paid on preferred shares (31) (32)

(413) (380)Investment Activities

Bond sales and maturities 7,610 9,837Mortgage loan repayments 662 581Stock sales 1,125 566Investment property sales — 4Change in loans to policyholders 19 9Investment in bonds (8,314) (9,937)Investment in mortgage loans (752) (624)Investment in stocks (984) (360)Investment in investment properties (74) (180)

(708) (104)

Effect of changes in exchange rates on cash and cash equivalents (135) 91

Increase in cash and cash equivalents 110 699

Cash and cash equivalents, beginning of period 2,813 2,498

Cash and cash equivalents, end of period $ 2,923 $ 3,197

Supplementary cash flow information Interest income received $ 1,356 $ 1,288 Interest paid $ 39 $ 40 Dividend income received $ 77 $ 60



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

43

CONDENSED NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS (unaudited)

(in Canadian $ millions except per share amounts)

1. Corporate Information

Great-West Lifeco Inc. (Lifeco or the Company) is a publicly listed company (Toronto Stock Exchange: GWO), incorporated and domiciled in Canada. The registered address of the Company is 100 Osborne Street North, Winnipeg, Manitoba, Canada, R3C 1V3. Lifeco is a member of the Power Financial Corporation (Power Financial) group of companies and its direct parent is Power Financial.

Lifeco is a financial services holding company with interests in the life insurance, health insurance, retirement savings, investment management and reinsurance businesses, primarily in Canada, the United States and Europe through its major operating subsidiaries The Great-West Life Assurance Company (Great-West Life), London Life Insurance Company (London Life), The Canada Life Assurance Company (Canada Life), Great-West Life & Annuity Insurance Company (Great-West Financial) and Putnam Investments, LLC (Putnam).

The condensed consolidated interim unaudited financial statements (financial statements) of the Company as at and for the three months ended March 31, 2016 were approved by the Board of Directors on May 5, 2016.

2. Basis of Presentation and Summary of Accounting Policies

These financial statements should be read in conjunction with the Company's December 31, 2015 consolidated annual audited financial statements and notes thereto.

The financial statements of the Company at March 31, 2016 have been prepared in compliance with the requirements of International Accounting Standard (IAS) 34, Interim Financial Reporting as issued by the International Accounting Standards Board (IASB) using the same accounting policies and methods of computation followed in the consolidated financial statements for the year ended December 31, 2015 except as described below.

The Company adopted the narrow scope amendments to International Financial Reporting Standards (IFRS) for IFRS 11 Joint Arrangements, IAS 16 Property, Plant and Equipment, IAS 38 Intangible Assets, IAS 1 Presentation of Financial Statements, IFRS 10 Consolidated Financial Statements, IFRS 12 Disclosure of Interests in Other Entities, IAS 28 Investments in Associates and Joint Ventures and Annual Improvements 2012 - 2014 Cycle effective January 1, 2016. The adoption of these narrow scope amendments did not have a significant impact on the Company’s financial statements.

There have been no other significant changes to the future accounting policies that could impact the Company, as disclosed in the December 31, 2015 consolidated annual audited financial statements.

Use of Significant Judgments, Estimates and AssumptionsIn preparation of these financial statements, management is required to make significant judgments, estimates and assumptions that affect the reported amounts of assets, liabilities, net earnings and related disclosures. Although some uncertainty is inherent in these judgments and estimates, management believes that the amounts recorded are reasonable. Key sources of estimation uncertainty and areas where significant judgments have been made are further described in the relevant accounting policies as described in note 2 of the Company's December 31, 2015 consolidated annual audited financial statements and notes thereto.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

2. Basis of Presentation and Summary of Accounting Policies (cont'd)

44

The results of the Company reflect management's judgments regarding the impact of prevailing global credit, equity and foreign exchange market conditions. The provision for future credit losses within the Company's insurance contract liabilities relies upon investment credit ratings. The Company's practice is to use third party independent credit ratings where available. Management judgment is required when setting credit ratings for instruments that do not have a third-party credit rating.

3. Business Acquisitions

On March 9, 2016, the Company announced that its indirect wholly owned Irish subsidiary, Irish Life Group Limited, reached agreements to acquire Aviva Health Insurance Ireland Limited (Aviva Health), an Irish health insurance company, and to increase its 49 percent interest in GloHealth Financial Services Limited (GloHealth) to 100 percent ownership. The Company also announced that Aviva Health and GloHealth will combine to become one of the leading providers in the Irish health insurance market. The transaction, which is subject to normal regulatory approvals, is expected to be completed in the third quarter of 2016. The transaction is not expected to have a material impact on the Company's financial results.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

45

4. Portfolio Investments

(a) Carrying values and estimated fair values of portfolio investments are as follows:

March 31, 2016 December 31, 2015Carrying

valueFair

valueCarrying

valueFair

valueBonds

Designated fair value through profit or loss (1) $ 83,579 $ 83,579 $ 83,688 $ 83,688Classified fair value through profit or loss (1) 2,709 2,709 2,815 2,815Available-for-sale 11,376 11,376 11,535 11,535Loans and receivables 16,477 18,207 16,905 18,253

114,141 115,871 114,943 116,291Mortgage loans

Residential 7,694 8,113 7,783 8,148Commercial 13,708 14,911 14,238 15,298

21,402 23,024 22,021 23,446Stocks

Designated fair value through profit or loss (1) 6,696 6,696 6,647 6,647Available-for-sale 50 50 57 57Available-for-sale, at cost (2) 459 N/A 534 N/AEquity method 622 623 635 601

7,827 7,369 7,873 7,305Investment properties 5,049 5,049 5,237 5,237Total $ 148,419 $ 151,313 $ 150,074 $ 152,279

(1) A financial asset is designated as fair value through profit or loss on initial recognition if it eliminates or significantly reduces an accounting mismatch. Changes in the fair value of financial assets designated as fair value through profit or loss are generally offset by changes in insurance contract liabilities, since the measurement of insurance contract liabilities is determined with reference to the assets supporting the liabilities.

A financial asset is classified as fair value through profit or loss on initial recognition if it is part of a portfolio that is actively traded for the purpose of earning investment income.

(2) Fair value cannot be reliably measured, therefore the investments are held at cost and excluded from the total fair value amount presented.

During the period ended March 31, 2016, the Company completed the transfer of annuity policies from The Equitable Life Assurance Society (Equitable Life) acquired during 2015. As a result, the related assets presented as Funds Held by Ceding Insurers in the December 31, 2015 financial statements are now recorded in Portfolio Investments.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

4. Portfolio Investments (cont'd)

46

(b) Included in portfolio investments are the following:

Carrying amount of impaired investments


Impaired amounts by classificationFair value through profit or loss $ 311 $ 355Available-for-sale 10 11Loans and receivables 32 30

Total $ 353 $ 396

The carrying amount of impaired investments includes bonds, stocks and mortgage loans. The above carrying values for loans and receivables are net of allowances of $24 at March 31, 2016 and $20 at December 31, 2015.

(c) Net investment income comprises the following:

For the three monthsBonds

Mortgageloans Stocks

Investmentproperties Other Totalended March 31, 2016

Regular net investment incomeInvestment income earned $ 1,094 $ 237 $ 79 $ 83 $ 183 $ 1,676Net realized gains

Available-for-sale 30 — 1 — — 31Other classifications 11 9 — — — 20

Net allowances for creditlosses on loans andreceivables — (7) — — — (7)

Other income and expenses — — — (20) (27) (47)1,135 239 80 63 156 1,673

Changes in fair value on fair valuethrough profit or loss assets

Classified fair value throughprofit or loss 42 — — — — 42

Designated fair value throughprofit or loss 2,254 — 152 — (62) 2,344

Recorded at fair value throughprofit or loss — — — 24 — 24

2,296 — 152 24 (62) 2,410Total $ 3,431 $ 239 $ 232 $ 87 $ 94 $ 4,083



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

4. Portfolio Investments (cont'd)

47

For the three monthsBonds

Mortgageloans Stocks

Investmentproperties Other Totalended March 31, 2015

Regular net investment incomeInvestment income earned $ 1,017 $ 243 $ 62 $ 88 $ 90 $ 1,500Net realized gains

Available-for-sale 73 — 1 — — 74Other classifications 5 8 — — — 13

Net allowances for creditlosses on loans andreceivables — 1 — — — 1

Other income and expenses — — — (25) (27) (52)1,095 252 63 63 63 1,536

Changes in fair value on fair valuethrough profit or loss assets

Classified fair value throughprofit or loss 45 — — — — 45

Designated fair value throughprofit or loss 2,577 — 162 — 114 2,853

Recorded at fair value throughprofit or loss — — — 55 — 55

2,622 — 162 55 114 2,953Total $ 3,717 $ 252 $ 225 $ 118 $ 177 $ 4,489

Investment income earned comprises income from investments that are classified as available-for-sale, loans and receivables and investments classified or designated as fair value through profit or loss. Investment income from bonds and mortgages includes interest income and premium and discount amortization. Income from stocks includes dividends and equity income from the investment in IGM Financial Inc. (IGM) and Allianz Ireland. Investment properties income includes rental income earned on investment properties, ground rent income earned on leased and sub-leased land, fee recoveries, lease cancellation income, and interest and other investment income earned on investment properties. Other income includes policyholder loan income, foreign exchange gains and losses, income earned from derivative financial instruments and other miscellaneous income.

5. Financial Instruments 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). The Risk Committee of the Board of Directors is responsible for the oversight of the Company's key risks. The Company's approach to risk management has not substantially changed from that described in the Company's 2015 Annual Report. Certain risks have been outlined below. For a discussion of the Company's risk governance structure and risk management approach, see the "Financial Instruments Risk Management" note in the Company's December 31, 2015 consolidated audited financial statements.

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.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

5. Financial Instruments Risk Management (cont'd)

48

(a) Credit Risk

Credit risk is the risk of financial loss resulting from the failure of debtors to make payments when due.

Concentration of Credit RiskConcentrations 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. No significant changes have occurred from the year ended December 31, 2015.

(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 via capital market transactions. The Company maintains committed lines of credit with Canadian chartered banks.

(c) Market Risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate as a result of changes in market factors which include three types: currency risk, interest rate (including related inflation) risk and equity risk.

Caution Related to Risk SensitivitiesThese financial statements include estimates of sensitivities and risk exposure measures for certain risks, such as the sensitivity due to specific changes in interest rate levels projected and market prices as at the valuation date. Actual results can differ significantly from these estimates for a variety of reasons including:

• Assessment of the circumstances that led to the scenario may lead to changes in (re)investment approaches and interest rate scenarios considered,

• Changes in actuarial, investment return and future investment activity assumptions,• Actual experience differing from the assumptions,• Changes in business mix, effective income tax rates and other market factors,• Interactions among these factors and assumptions when more than one changes, and• The general limitations of the Company's internal models.

For these reasons, the sensitivities should only be viewed as directional estimates of the underlying sensitivities for the respective factors based on the assumptions outlined above. Given the nature of these calculations, the Company cannot provide assurance that the actual impact on net earnings attributed to shareholders will be as indicated.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


49

(i) Currency Risk

Currency risk relates to the Company operating and holding financial instruments in different currencies. For the assets backing insurance and investment contract liabilities that are not matched by currency, changes in foreign exchange rates can expose the Company to the risk of foreign exchange losses not offset by liability decreases. The Company has net investments in foreign operations. In addition, the Company’s debt obligations are mainly denominated in Canadian dollars. In accordance with IFRS, foreign currency translation gains and losses from net investments in foreign operations, net of related hedging activities and tax effects, are recorded in accumulated other comprehensive income. Strengthening or weakening of the Canadian dollar spot rate compared to the U.S. dollar, British pound and euro spot rates impacts the Company’s total equity. Correspondingly, the Company’s book value per share and capital ratios monitored by rating agencies are also impacted.

• A 10% weakening of the Canadian dollar against foreign currencies would be expected to increase non-participating insurance and investment contract liabilities and their supporting assets by approximately the same amount resulting in an immaterial change to net earnings. A 10% strengthening of the Canadian dollar against foreign currencies would be expected to decrease non-participating insurance and investment contract liabilities and their supporting assets by approximately the same amount resulting in an immaterial change in net earnings.

(ii) Interest Rate Risk

Interest rate risk exists if asset and liability cash flows are not closely matched and interest rates change causing a difference in value between the asset and liability.

Projected cash flows from the current assets and liabilities are used in the Canadian Asset Liability Method to determine insurance contract liabilities. Valuation assumptions have been made regarding rates of returns on supporting assets, fixed income, equity and inflation. The valuation assumptions use best estimates of future reinvestment rates and inflation assumptions with an assumed correlation together with margins for adverse deviation set in accordance with professional standards. These margins are necessary to provide for possibilities of misestimation and/or future deterioration in the best estimate assumptions and provide reasonable assurance that insurance contract liabilities cover a range of possible outcomes. Margins are reviewed periodically for continued appropriateness.

Testing under a number of interest rate scenarios (including increasing, decreasing and fluctuating rates) is done to assess reinvestment risk. The total provision for interest rates is sufficient to cover a broader or more severe set of risks than the minimum arising from the current Canadian Institute of Actuaries prescribed scenarios.

The range of interest rates covered by these provisions is set in consideration of long-term historical results and is monitored quarterly with a full review annually. An immediate 1% parallel shift in the yield curve would not have a material impact on the Company’s view of the range of interest rates to be covered by the provisions. If sustained however, the parallel shift could impact the Company’s range of scenarios covered.

The total provision for interest rates also considers the impact of the Canadian Institute of Actuaries prescribed scenarios:

• The effect of an immediate 1% parallel increase in the yield curve on the prescribed scenarios would not change the total provision for interest rates at March 31, 2016 and December 31, 2015.

• The effect of an immediate 1% parallel decrease in the yield curve on the prescribed scenarios would not change the total provision for interest rates at March 31, 2016 and December 31, 2015.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


50

Another way of measuring the interest rate risk associated with this assumption is to determine the effect on the insurance and investment contract liabilities impacting the shareholders net earnings of the Company of a 1% change in the Company's view of the range of interest rates to be covered by these provisions. The following provides information on the effect of an immediate 1% increase or 1% decrease in the interest rates at both the low and high end of the range of interest rates recognized in the provisions:

March 31, 2016 December 31, 20151% increase 1% decrease 1% increase 1% decrease

Change in interest ratesIncrease (decrease) in insurance

and investment contract liabilities $ (168) $ 696 $ (163) $ 614Increase (decrease) in net

earnings $ 120 $ (498) $ 109 $ (430)

(iii) Equity Risk

Equity risk is the uncertainty associated with the valuation of assets and liabilities arising from changes in equity markets and other pricing risk. To mitigate pricing risk, the Company has investment policy guidelines in place that provide for prudent investment in equity markets within clearly defined limits. The risks associated with segregated fund guarantees have been mitigated through a hedging program for lifetime Guaranteed Minimum Withdrawal Benefit guarantees using equity futures, currency forwards, and interest rate derivatives. For policies with segregated fund guarantees, the Company generally determines insurance contract liabilities at a conditional tail expectation of 75 (CTE75) level.

Some insurance and investment contract liabilities are supported by investment properties, common stocks and private equities, for example segregated fund products and products with long-tail cash flows. Generally these liabilities will fluctuate in line with equity values. There will be additional impacts on these liabilities as equity values fluctuate. The following provides information on the expected impacts of a 10% increase or 10% decrease in equity values:


Change in equity valuesIncrease (decrease) in

non-participating insurance andinvestment contract liabilities $ (55) $ 137 $ (53) $ 139

Increase (decrease) in netearnings $ 47 $ (105) $ 45 $ (108)

The best estimate return assumptions for equities are primarily based on long-term historical averages. Changes in the current market could result in changes to these assumptions and will impact both asset and liability cash flows. The following provides information on the expected impacts of a 1% increase or 1% decrease in the best estimate assumptions:


Change in best estimate returnassumptionsIncrease (decrease) in

non-participating insurancecontract liabilities $ (533) $ 573 $ (534) $ 573

Increase (decrease) in netearnings $ 432 $ (457) $ 433 $ (457)



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

51

6. Fair Value Measurement

The Company’s assets and liabilities recorded at fair value have been categorized based upon the following fair value hierarchy:

Level 1: Fair value measurements utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Assets and liabilities utilizing Level 1 inputs include actively exchange-traded equity securities, exchange-traded futures, and mutual and segregated funds which have available prices in an active market with no redemption restrictions.

Level 2: Fair value measurements utilize inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals. The fair values for some Level 2 securities were obtained from a pricing service. The pricing service inputs include, but are not limited to, benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, offers and reference data. Level 2 assets and liabilities include those priced using a matrix which is based on credit quality and average life, government and agency securities, restricted stock, some private bonds and equities, most investment-grade and high-yield corporate bonds, most asset-backed securities, most over-the-counter derivatives, and mortgage loans. Investment contracts that are measured at fair value are mostly included in the Level 2 category.

Level 3: Fair value measurements utilize one or more significant inputs that are not based on observable market inputs and include situations where there is little, if any, market activity for the asset or liability. The values of the majority of Level 3 securities were obtained from single broker quotes, internal pricing models, or external appraisers. Assets and liabilities utilizing Level 3 inputs generally include certain bonds, certain asset-backed securities, some private equities, investments in mutual and segregated funds where there are redemption restrictions, certain over-the-counter derivatives, and investment properties.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

6. Fair Value Measurement (cont'd)

52

The following presents the Company’s assets and liabilities measured at fair value on a recurring basis by hierarchy level:

March 31, 2016Assets measured at fair value Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 2,923 $ — $ — $ 2,923Financial assets at fair value through profit or loss

Bonds — 86,287 1 86,288Stocks 6,636 5 55 6,696

Total financial assets at fair value through profit or loss 6,636 86,292 56 92,984Available-for-sale financial assets

Bonds — 11,376 — 11,376Stocks 49 — 1 50

Total available-for-sale financial assets 49 11,376 1 11,426

Investment properties — — 5,049 5,049Derivatives (1) 3 599 — 602Other assets:

Trading account assets 392 192 2 586Other (2) 140 — — 140

Total assets measured at fair value $ 10,143 $ 98,459 $ 5,108 $ 113,710

Liabilities measured at fair valueDerivatives (3) $ 3 $ 2,012 $ — $ 2,015Investment contract liabilities — 2,093 23 2,116Other liabilities 140 — — 140Total liabilities measured at fair value $ 143 $ 4,105 $ 23 $ 4,271

(1) Excludes collateral received of $73. (2) Includes cash collateral under securities lending agreements. (3) Excludes collateral pledged of $361.

There were no transfers of the Company's assets and liabilities between Level 1 and Level 2 in the period.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


53

December 31, 2015Assets measured at fair value Level 1 Level 2 Level 3 Total

Cash and cash equivalents $ 2,813 $ — $ — $ 2,813Financial assets at fair value through profit or loss

Bonds — 86,493 10 86,503Stocks 6,573 8 66 6,647

Total financial assets at fair value through profit or loss 6,573 86,501 76 93,150

Available-for-sale financial assetsBonds — 11,534 1 11,535Stocks 56 — 1 57

Total available-for-sale financial assets 56 11,534 2 11,592

Investment properties — — 5,237 5,237Derivatives (1) 4 457 — 461Other assets:

Trading account assets 381 204 5 590Total assets measured at fair value $ 9,827 $ 98,696 $ 5,320 $ 113,843

Liabilities measured at fair valueDerivatives (2) $ 3 $ 2,621 $ — $ 2,624Investment contract liabilities — 2,226 27 2,253

Total liabilities measured at fair value $ 3 $ 4,847 $ 27 $ 4,877

(1) Excludes collateral received of $107. (2) Excludes collateral pledged of $608.

There were no transfers of the Company's assets and liabilities between Level 1 and Level 2 in the period.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


54

The following presents additional information about assets and liabilities measured at fair value on a recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:

March 31, 2016

Fair valuethroughprofit or

loss bonds

Available-for-sale bonds

Fair value through profit or

lossstocks (3)

Available-for-sale stocks

Investmentproperties

Other assets-trading

account (4)

TotalLevel 3 assets

Investmentcontractliabilities

Balance, beginning ofyear $ 10 $ 1 $ 66 $ 1 $ 5,237 $ 5 $ 5,320 $ 27

Total gains (losses)Included in netearnings — — (3) — 24 — 21 —

Included in other comprehensive income (1) (1) — — — (286) — (287) —

Purchases — — 2 — 74 1 77 —Sales — — (10) — — (4) (14) —Other — — — — — — — (4)Transfers into Level 3 (2) — — — — — — — —Transfers out of Level 3 (2) (8) (1) — — — — (9) —

Balance, end of period $ 1 $ — $ 55 $ 1 $ 5,049 $ 2 $ 5,108 $ 23

Total gains (losses) forthe period includedin net investmentincome $ — $ — $ (3) $ — $ 24 $ — $ 21 $ —

Change in unrealized gains (losses) for

the period included in net earnings for

assets held at March 31, 2016 $ — $ — $ (3) $ — $ 24 $ — $ 21 $ —

(1) Other comprehensive income for investment properties represents the unrealized losses on foreign exchange.(2) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.

Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors or the lifting of redemption restrictions on investments in mutual and segregated funds.

(3) Includes investments in mutual and segregated funds where there are redemption restrictions. The fair value is based on observable, quoted prices.

(4) Includes illiquid equities where prices are not quoted; however, the Company does not believe changing the inputs to reasonably alternate assumptions would change the values significantly.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.


55

December 31, 2015


loss bonds

Available-for-sale bonds


lossstocks (3)

Available-for-sale stocks


Other assets - trading

account (4)

TotalLevel 3 assets

Investmentcontractliabilities

Balance, beginning ofyear $ 86 $ 1 $ 17 $ 1 $ 4,613 $ — $ 4,718 $ 28

Total gainsIncluded in netearnings 5 — 7 — 249 — 261 —

Included in other comprehensive income (1) — — — — 379 — 379 —

Purchases — — 50 — 278 5 333 —Sales — — (4) — (282) — (286) —Repayments (47) — — — — — (47) —Other — — — — — — — (1)Transfers into Level 3 (2) — — — — — — — —Transfers out of Level 3 (2) (34) — (4) — — — (38) —

Balance, end of year $ 10 $ 1 $ 66 $ 1 $ 5,237 $ 5 $ 5,320 $ 27

Total gains for the year included in net investment income $ 5 $ — $ 7 $ — $ 249 $ — $ 261 $ —

Change in unrealized gains for the year

included in earnings for assets held at December 31, 2015 $ 5 $ — $ 7 $ — $ 243 $ — $ 255 $ —

(1) Other comprehensive income for investment properties represents the unrealized gains on foreign exchange.(2) Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies.

Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors or the lifting of redemption restrictions on investments in mutual and segregated funds.

(3) Includes investments in mutual and segregated funds where there are redemption restrictions. The fair value is based on observable, quoted prices.

(4) Includes illiquid equities where prices are not quoted; however, the Company does not believe changing the inputs to reasonably alternate assumptions would change the values significantly.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.


56

The following sets out information about significant unobservable inputs used at period-end in measuring assets and liabilities categorized as Level 3 in the fair value hierarchy.


Inter-relationship betweenkey unobservable inputs andfair value measurement


Investment property valuations are generally determined using property valuation models based on expected capitalization rates and models that discount expected future net cash flows. The determination of the fair value of investment property requires the use of estimates such as future cash flows (such as future leasing assumptions, rental rates, capital and operating expenditures) and discount, reversionary and overall capitalization rates applicable to the asset based on current market rates.

Discount rate Range of 3.1% - 10.0% A decrease in the discount rate would result in an increase in fair value. An increase in the discount rate would result in a decrease in fair value.

Reversionary rate Range of 4.3% - 8.3% A decrease in the reversionary rate would result in an increase in fair value. An increase in the reversionary rate would result in a decrease in fair value.

Vacancy rate Weighted average of 3.8% A decrease in the expected vacancy rate would generally result in an increase in fair value. An increase in the expected vacancy rate would generally result in a decrease in fair value.

7. Insurance and Investment Contract Liabilities

March 31, 2016Grossliability

Reinsuranceassets Net

Insurance contract liabilities $ 155,352 $ 5,144 $ 150,208Investment contract liabilities 2,116 — 2,116Total $ 157,468 $ 5,144 $ 152,324

December 31, 2015Grossliability

Reinsuranceassets Net

Insurance contract liabilities $ 158,492 $ 5,131 $ 153,361Investment contract liabilities 2,253 — 2,253Total $ 160,745 $ 5,131 $ 155,614



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

57

8. Segregated Funds

The following presents details of the investments, determined in accordance with the relevant statutory reporting requirements of each region of the Company's operations, on account of segregated fund policyholders:

(a) Investments on account of segregated fund policyholders


Cash and cash equivalents $ 11,992 $ 11,656Bonds 42,433 42,160Mortgage loans 2,615 2,596Stocks and units in unit trusts 76,822 80,829Mutual funds 49,022 50,101Investment properties 10,647 10,839

193,531 198,181Accrued income 424 382Other liabilities (2,350) (1,759)Non-controlling mutual funds interest 1,396 1,390Total $ 193,001 $ 198,194

(b) Investment and insurance contracts on account of segregated fund policyholders


2016 2015

Balance, beginning of year $ 198,194 $ 174,966Additions (deductions):

Policyholder deposits 5,927 5,016Net investment income 659 231Net realized capital gains on investments 702 1,593Net unrealized capital gains (losses) on investments (1,374) 7,810Unrealized gains (losses) due to changes in foreign exchange rates (5,688) 2,331Policyholder withdrawals (5,446) (4,742)Segregated Fund investment in General Fund 16 (7)General Fund investment in Segregated Fund (1) (1)Net transfer from General Fund 6 25Non-controlling mutual funds interest 6 211

Total (5,193) 12,467Balance, end of period $ 193,001 $ 187,433



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

8. Segregated Funds (cont'd)

58

(c) Investments on account of segregated fund policyholders by fair value hierarchy level (note 6)

March 31, 2016Level 1 Level 2 Level 3 Total

Investments on account of segregated fund policyholders (1) $ 120,317 $ 62,985 $ 11,541 $ 194,843

(1) Excludes other liabilities, net of other assets, of $1,842.

December 31, 2015Level 1 Level 2 Level 3 Total

Investments on account of segregated fund policyholders (1) $ 120,283 $ 67,333 $ 11,765 $ 199,381

(1) Excludes other liabilities, net of other assets, of $1,187.

During the first three months of 2016 certain foreign stock holdings valued at $2,646 have been transferred from Level 2 to Level 1 ($412 were transferred from Level 1 to Level 2 at December 31, 2015) based on the Company's ability to utilize observable, quoted prices in active markets.

Level 2 assets include those assets where fair value is not available from normal market pricing sources and where the Company does not have visibility through to the underlying assets.

The following presents additional information about the Company's investments on account of segregated fund policyholders for which the Company has utilized Level 3 inputs to determine fair value:


Balance, beginning of year $ 11,765 $ 10,390Total gains (losses) included in segregated fund investment income (121) 1,039Purchases 66 944Sales (169) (607)Transfers out of Level 3 — (1)Balance, end of period $ 11,541 $ 11,765

Transfers into Level 3 are due primarily to decreased observability of inputs in valuation methodologies. Transfers out of Level 3 are due primarily to increased observability of inputs in valuation methodologies as evidenced by corroboration of market prices with multiple pricing vendors. There were no transfers into Level 3 during the period ended March 31, 2016.

For further details on the Company's risk and guarantee exposure and the management of these risks, refer to the "Segregated Fund and Variable Annuity Guarantees" section of the Company's Management's Discussion and Analysis for the period ended March 31, 2016 and the "Risk Management and Control Practices" section of the Company's December 31, 2015 Management's Discussion and Analysis.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

59

9. Financing Charges

Financing charges consist of the following:


2016 2015

Operating charges:Interest on operating lines and short-term debt instruments $ 2 $ 1

Financial charges:Interest on long-term debentures and other debt instruments 66 66Interest on capital trust securities 3 3Other 7 7

76 76Total $ 78 $ 77

Subsequent to the quarter ended March 31, 2016, Great-West Life & Annuity Insurance Capital, LP II, a subsidiary, elected to not call its U.S. $300 7.153% junior subordinated debentures with a first par call date of May 16, 2016 and a final maturity date of May 16, 2046. Beginning May 16, 2016, the debentures will pay a floating rate of interest set at 3-month LIBOR plus 2.538%. Great-West Financial also entered into an interest rate swap transaction whereby it will pay a fixed 4.68% rate of interest and will receive a floating 3-month LIBOR plus 2.538% rate of interest on the notional principal amount.

10. Share Capital

Common Shares

For the three months ended March 312016 2015

Carrying CarryingNumber Value Number Value

Common sharesBalance, beginning of year 993,350,331 $ 7,156 996,699,371 $ 7,102Purchased and cancelled under Normal Course

Issuer Bid (624,181) (21) (765,450) (26)Excess of redemption proceeds over stated

capital per Normal Course Issuer Bid — 17 — 21Exercised and issued under stock option plan 473,574 15 1,670,744 57Balance, end of period 993,199,724 $ 7,167 997,604,665 $ 7,154

On January 5, 2016, the Company announced a normal course issuer bid commencing January 8, 2016 and terminating January 7, 2017 to purchase for cancellation up to but not more than 8,000,000 of its common shares at market prices. On February 22, 2016, the Company announced an amendment to the current normal course issuer bid allowing the Company to purchase up to 20,000,000 of its common shares at market prices. The amended normal course issuer bid was effective February 23, 2016 and will continue until January 7, 2017.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

10. Share Capital (cont'd)

60

During the three months ended March 31, 2016, the Company repurchased and subsequently cancelled 624,181common shares at a cost of $21 (765,450 during the three months ended March 31, 2015 under the previous normal course issuer bid at a cost of $26). The Company’s share capital was reduced by the average carrying value of the shares repurchased for cancellation. The excess paid over the average carrying value was $17 and was recognized as a reduction to equity ($21 during the three months ended March 31, 2015 under the previous normal course issuer bid).

During the three months ended March 31, 2016, 473,574 common shares were exercised under the Company’s stock plan with a carrying value of $15 (1,670,744 with a carrying value of $57 during the three months ended March 31, 2015).

11. Earnings per Common Share


2016 2015EarningsNet earnings $ 651 $ 732Preferred share dividends (31) (32)Net earnings - common shareholders $ 620 $ 700

Number of common sharesAverage number of common shares outstanding 993,250,972 996,852,230Add: Potential exercise of outstanding stock options 1,807,514 2,279,239Average number of common shares outstanding - diluted basis 995,058,486 999,131,469

Basic earnings per common share $ 0.625 $ 0.702

Diluted earnings per common share $ 0.623 $ 0.700

Dividends per common share $ 0.3460 $ 0.3260

12. Capital Management

(a) Policies and Objectives

Managing capital is the continual process of establishing and maintaining the quantity and quality of capital appropriate for the Company and ensuring capital is deployed in a manner consistent with the expectations of the Company’s stakeholders. For these purposes, the Board considers the key stakeholders to be the Company’s shareholders, policyholders and holders of subordinated liabilities in addition to the relevant regulators in the various jurisdictions where the Company and its subsidiaries operate.

The Company manages its capital on both a consolidated basis as well as at the individual operating subsidiary level. The primary objectives of the Company’s capital management strategy are:

• to maintain the capitalization of its regulated operating subsidiaries at a level that will exceed the relevant minimum regulatory capital requirements in the jurisdictions in which they operate;

• to maintain strong credit and financial strength ratings of the Company ensuring stable access to capital markets; and

• to provide an efficient capital structure to maximize shareholders value in the context of the Company’s operational risks and strategic plans.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

12. Capital Management (cont'd)

61

The capital planning process is the responsibility of the Company’s Chief Financial Officer. The capital plan is reviewed by the Executive Committee of the Board of Directors and approved by the Company’s Board of Directors on an annual basis. The Board of Directors reviews and approves all capital transactions undertaken by management.

The target level of capitalization for the Company and its subsidiaries is assessed by considering various factors such as the probability of falling below the minimum regulatory capital requirements in the relevant operating jurisdiction, the views expressed by various credit rating agencies that provide financial strength and other ratings to the Company, and the desire to hold sufficient capital to be able to honour all policyholder and other obligations of the Company with a high degree of confidence.

(b) Regulatory Capital

In Canada, the Office of the Superintendent of Financial Institutions Canada 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. For this purpose, various additions or deductions from capital are mandated by the guidelines issued by the Office of the Superintendent of Financial Institutions Canada. The following provides a summary of the Minimum Continuing Capital and Surplus Requirements information and ratios for Great-West Life:


Adjusted Net Tier 1 Capital $ 12,722 $ 13,195Net Tier 2 Capital 2,770 2,535Total Capital Available $ 15,492 $ 15,730Total Capital Required $ 6,559 $ 6,599

Tier 1 Ratio 194% 200%Total Ratio 236% 238%

Other foreign operations and foreign subsidiaries of the Company are required to comply with local capital or solvency requirements in their respective jurisdictions.



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

62

13. Pension Plans and Other Post-Employment Benefits

The total pension plans and other post-employment benefits expense included in operating expenses and other comprehensive income are as follows:


2016 2015Pension plans

Service costs $ 52 $ 50Curtailment (13) —Net interest cost 6 6

45 56Other post-employment benefits

Service costs 1 1Net interest cost 3 4

4 5Pension plans and other post-employment benefits expense - Consolidated

Statements of Earnings 49 61Pension plans - re-measurements

Actuarial loss 273 537Return on assets greater than assumed (6) (420)Administrative expenses less than assumed (1) —Change in the asset ceiling (26) 85Actuarial (gain) loss - investment in associate (1) (9) 4Pension plans re-measurement loss 231 206

Other post-employment benefits - re-measurementsActuarial loss 11 17

Pension plans and other post-employment benefits re-measurements - othercomprehensive loss 242 223

Total pension plans and other post-employment benefits expense includingre-measurements $ 291 $ 284

(1) This includes the Company's share of pension plan re-measurements for an investment in an associate accounted for under the equity method.

The following sets out the weighted average pension plans and other post-employment benefits discount rate used to re-measure the defined benefit obligation at the following dates:

March 31 December 312016 2015 2015 2014

Weighted average discount rate 3.5% 3.1% 3.8% 3.5%



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

63

14. Income Taxes

(a) Income Tax Expense

Income tax expense (recovery) consists of the following:


2016 2015

Current income taxes $ 54 $ 149Deferred income taxes (30) 75Total income tax expense $ 24 $ 224

(b) Effective Income Tax Rate

The overall effective income tax rate for Lifeco for the three months ended March 31, 2016 was 3.5% compared to 13.3% for the full year 2015 and 22.6% for the three months ended March 31, 2015. The effective income tax rates are generally lower than the Company's statutory income tax rate of 26.75% due to benefits related to non-taxable investment income and lower income tax in certain foreign jurisdictions.

The effective income tax rate for the three months ended March 31, 2016 is lower than the rate for the three months ended March 31, 2015 and the full year 2015 effective income tax rate primarily due to a higher percentage of the Company's income consisting of non-taxable investment income and income subject to lower rates of income tax in certain foreign jurisdictions, as well as the impact of elections and settlements with tax authorities.

(c) Deferred Tax Assets

A deferred income tax asset is recognized for deductible temporary differences and unused losses and carryforwards only to the extent that realization of the related income tax benefit through future taxable profits is probable.

Recognition is based on the fact that it is probable that the entity will have taxable profits and/or tax planning opportunities will be available to allow the deferred income tax asset to be utilized. Changes in circumstances in future periods may adversely impact the assessment of the recoverability. The uncertainty of the recoverability is taken into account in establishing the deferred income tax assets. The Company's annual financial planning process provides a significant basis for the measurement of deferred income tax assets.

The deferred income tax asset includes balances which are dependent on future taxable profits where the relevant entities have incurred losses in either the current year or the preceding year. The aggregate deferred income tax asset for the most significant entities where this applies is $1,373 at March 31, 2016 ($1,434 at December 31, 2015).



PA

RT

C

GR

EA

T-W

EST

LIF

ECO

INC

.

64

15. Segmented Information

Consolidated Net Earnings

For the three months ended March 31, 2016

CanadaUnitedStates Europe

LifecoCorporate Total

IncomeTotal net premiums $ 2,861 $ 1,380 $ 2,774 $ — $ 7,015Net investment income

Regular net investment income 736 454 483 — 1,673Changes in fair value through profit or loss 537 481 1,392 — 2,410

Total net investment income 1,273 935 1,875 — 4,083Fee and other income 362 571 321 — 1,254

4,496 2,886 4,970 — 12,352

Benefits and expensesPaid or credited to policyholders 3,301 2,112 4,265 — 9,678Other (1) 817 686 359 4 1,866Financing charges 29 37 12 — 78Amortization of finite life intangible assets 16 22 8 — 46Restructuring and acquisition expenses — 3 1 — 4

Earnings (loss) before income taxes 333 26 325 (4) 680Income taxes (recovery) 51 (40) 13 — 24Net earnings (loss) before non-controllinginterests 282 66 312 (4) 656

Non-controlling interests 5 1 (1) — 5Net earnings (loss) 277 65 313 (4) 651Preferred share dividends 26 — 5 — 31Net earnings (loss) before capital allocation 251 65 308 (4) 620Impact of capital allocation 25 (2) (21) (2) —Net earnings (loss) - common shareholders $ 276 $ 63 $ 287 $ (6) $ 620

(1) Includes commissions, operating and administrative expenses and premium taxes.



PA

RT

C

GR

EA

T-WE

ST LIFECO

INC

.

15. Segmented Information (cont'd)

65

For the three months ended March 31, 2015

CanadaUnitedStates Europe

LifecoCorporate Total

IncomeTotal net premiums $ 2,667 $ 729 $ 3,536 $ — $ 6,932Net investment income

Regular net investment income 629 395 513 (1) 1,536Changes in fair value through profit or loss 1,376 232 1,345 — 2,953

Total net investment income 2,005 627 1,858 (1) 4,489Fee and other income 358 573 327 — 1,258

5,030 1,929 5,721 (1) 12,679

Benefits and expensesPaid or credited to policyholders 3,765 1,121 5,003 — 9,889Other (1) 763 586 324 4 1,677Financing charges 29 36 12 — 77Amortization of finite life intangible assets 14 17 5 — 36Restructuring and acquisition expenses — 1 6 — 7

Earnings (loss) before income taxes 459 168 371 (5) 993Income taxes (recovery) 123 44 58 (1) 224Net earnings (loss) before non-controlling interests 336 124 313 (4) 769

Non-controlling interests 33 2 2 — 37Net earnings (loss) 303 122 311 (4) 732Preferred share dividends 26 — 6 — 32Net earnings (loss) before capital allocation 277 122 305 (4) 700Impact of capital allocation 22 (1) (19) (2) —Net earnings (loss) - common shareholders $ 299 $ 121 $ 286 $ (6) $ 700

(1) Includes commissions, operating and administrative expenses and premium taxes.

16. Comparative Figures

The Company corrected the classification of $73 of deferred tax liabilities to investment contract liabilities to conform to the current period presentation. The reclassifications had no impact on the net earnings of the Company.






PA

RT

D

IGM

FINA

NC

IAL IN

C.

Please note that the bottom of each page in Part D contains two diff erent page numbers. A page number with the prefi x “D” refers to the number of such page in this document and the page number without any prefi x refers to the number of such page in the original document issued by IGM Financial Inc.

The attached documents concerning IGM Financial 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 refl ect 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 fi nancial performance, fi nancial position and cash fl ows 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.


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


P A G E D 2


P A G E D 4 6

IGM Financial Inc.

P A R T D

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 6 D 1

PCC_QUAT1_Eng04_IGM_2016-06-05_v1.indd D1PCC_QUAT1_Eng04_IGM_2016-06-05_v1.indd D1 16-05-11 3:11 PM16-05-11 3:11 PM

PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

MANAGEMENT’S DISCUSSION AND ANALYSIS

The Management’s Discussion and Analysis (MD&A) presents management’s view of the results of operations and financial condition of IGM Financial Inc. (IGM Financial or the Company) as at and for the three months ended March 31, 2016 and should be read in conjunction with the unaudited Interim

Condensed Consolidated Financial Statements (Interim Financial Statements) as well as the 2015 IGM Financial Inc. Annual Report filed on www.sedar.com. Commentary in the MD&A as at and for the three months ended March 31, 2016 is as of May 6, 2016.

Certain statements in this MD&A, other than statements of historical fact, are forward-looking statements based on certain assumptions and reflect IGM Financial’s current expectations. Forward-looking statements are provided to assist the reader in understanding the Company’s financial position and results of operations as at and for the periods ended on certain dates and to present information about management’s current expectations and plans relating to the future. Readers are cautioned that such statements may not be appropriate for other purposes. These statements may include, without limitation, statements regarding the operations, business, financial condition, expected financial results, performance, prospects, opportunities, priorities, targets, goals, ongoing objectives, strategies and outlook of the Company, as well as the outlook for North American and international economies, for the current fiscal year and subsequent periods. 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”, “plans”, “believes”, “estimates”, “seeks”, “intends”, “targets”, “projects”, “forecasts” or negative versions thereof and other similar expressions, or future or conditional verbs such as “may”, “will”, “should”, “would” and “could”.

This information is based upon certain material factors or assumptions that were applied in drawing a conclusion or making a forecast or projection as reflected in the forward-looking statements, including the perception of historical trends, current conditions and expected future developments, as well as other factors that are believed to be appropriate in the circumstances. While the Company considers these assumptions to be reasonable based on information currently available to management, they may prove to be incorrect.

By its nature, this 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.

A variety of material factors, many of which are beyond the Company’s and its subsidiaries’ control, affect the operations, performance and results of the Company, and

its subsidiaries, and their businesses, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to: the impact or unanticipated impact of general economic, political and market factors in North America and internationally, interest and foreign exchange rates, global equity and capital markets, management of market liquidity and funding risks, changes in accounting policies and methods used to report financial condition (including uncertainties associated with critical accounting assumptions and estimates), the effect of applying future accounting changes, operational and reputational risks, business competition, technological change, changes in government regulations and legislation, changes in tax laws, unexpected judicial or regulatory proceedings, catastrophic events, the Company’s ability to complete strategic transactions, integrate acquisitions and implement other growth strategies, and the Company’s and its subsidiaries’ success in anticipating and managing the foregoing factors.

The reader is cautioned that the foregoing list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. The reader is also cautioned to consider these and other factors, uncertainties and potential events carefully and not place undue reliance on forward-looking statements.

Other than as specifically required by applicable Canadian law, the Company undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date on which such statements are made, or to reflect the occurrence of unanticipated events, whether as a result of new information, future events or results, or otherwise.

Additional information about the risks and uncertainties of the Company’s business and material factors or assumptions on which information contained in forward-looking statements is based is provided in its disclosure materials, including this Management’s Discussion and Analysis and its most recent Annual Information Form, filed with the securities regulatory authorities in Canada, available at www.sedar.com.

FORWARD-LOOKING STATEMENTS

BASIS OF PRESENTATION AND SUMMARY OF ACCOUNTING POLICIES

The Interim Financial Statements of IGM Financial, which are the basis of the information presented in the Company’s MD&A, have been prepared in accordance with International

Accounting Standard 34, Interim Financial Reporting (IFRS) and are presented in Canadian dollars (Note 2 of the Interim Financial Statements).

Net earnings available to common shareholders, which is an additional measure in accordance with IFRS, may be subdivided into two components consisting of:

• Operating earnings available to common shareholders; and

• Other items, which include the after-tax impact of any item that management considers to be of a non-recurring nature or that could make the period-over-period comparison of results from operations less meaningful.

“Operating earnings available to common shareholders”, “operating diluted earnings per share” (EPS) and “operating return on average common equity” (ROE) are non-IFRS financial measures which are used to provide management and investors with additional measures to assess earnings performance. These non-IFRS financial measures do not have standard meanings prescribed by IFRS and may not be directly comparable to similar measures used by other companies.

“Earnings before interest and taxes” (EBIT), “earnings before interest, taxes, depreciation and amortization” (EBITDA) and “adjusted earnings before interest, taxes, depreciation and amortization” (Adjusted EBITDA) are also non-IFRS financial measures. EBIT,

EBITDA and Adjusted EBITDA are alternative measures of performance utilized by management, investors and investment analysts to evaluate and analyze the Company’s results. EBITDA is a common measure used in the asset management industry to assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets. Other items of a non-recurring nature, or that could make the period-over-period comparison of results from operations less meaningful, are further excluded to arrive at Adjusted EBITDA. These non-IFRS financial measures do not have standard meanings prescribed by IFRS and may not be directly comparable to similar measures used by other companies.

“Earnings before income taxes” and “net earnings available to common shareholders” are additional IFRS measures which are used to provide management and investors with additional measures to assess earnings performance. These measures are considered additional IFRS measures as they are in addition to the minimum line items required by IFRS and are relevant to an understanding of the entity’s financial performance.

Refer to the appropriate reconciliations of non-IFRS financial measures to reported results in accordance with IFRS in Tables 1, 2 and 3.

NON-IFRS FINANCIAL MEASURES AND ADDITIONAL IFRS MEASURES

4 IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / MANAGEMENT’S DISCUSSION AND ANALYSIS

D 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 6


PA

RT

D

IGM

FINA

NC

IAL IN

C.

IGM FINANCIAL INC.SUMMARY OF CONSOLIDATED OPERATING RESULTS

IGM Financial Inc. (TSX:IGM) is one of Canada’s premier financial services companies. The Company’s principal businesses are Investors Group Inc. and Mackenzie Financial Corporation, each operating distinctly primarily within the advice segment of the financial services market.

Mutual fund assets under management were $127.1 billion at March 31, 2016 compared with $131.5 billion at March 31, 2015 and $127.5 billion at December 31, 2015. Average mutual fund assets under management for the first quarter of 2016 were $124.4 billion compared to $129.9 billion in the first quarter of 2015.

Total assets under management were $132.9 billion at March 31, 2016 compared with $148.4 billion at March 31, 2015 and $133.6 billion at December 31, 2015. Average total assets under

management for the first quarter of 2016 were $130.4 billion compared to $146.5 billion in the first quarter of 2015.

Net earnings available to common shareholders for the three months ended March 31, 2016 were $167.0 million or 69 cents per share compared with net earnings available to common shareholders of $200.3 million or 80 cents per share for the comparative period in 2015.

Shareholders’ equity was $4.8 billion as at March 31, 2016, unchanged from December 31, 2015. Return on average common equity for the three months ended March 31, 2016 was 14.3% compared with 17.1% for the comparative period in 2015. The quarterly dividend per common share declared in the first quarter of 2016 was 56.25 cents, unchanged from the fourth quarter of 2015.

TABLE 1: RECONCILIATION OF NON-IFRS FINANCIAL MEASURES

2016 2015 2015 THREE MONTHS ENDED MARCH 31 DECEMBER 31 MARCH 31 ($ millions) EARNINGS EPS(1) EARNINGS EPS(1) EARNINGS EPS(1)

Operating earnings available to common shareholders – Non-IFRS measure $ 167.0 $ 0.69 $ 198.2 $ 0.81 $ 200.3 $ 0.80 Restructuring and other charges, net of tax – – (24.3) (0.10) – –

Net earnings available to common shareholders – IFRS $ 167.0 $ 0.69 $ 173.9 $ 0.71 $ 200.3 $ 0.80

Adjusted EBITDA – Non-IFRS measure $ 304.2 $ 346.4 $ 348.9 Restructuring and other charges – (33.9) –

EBITDA – Non-IFRS measure 304.2 312.5 348.9 Commission amortization (59.8) (58.6) (58.7) Amortization of capital assets and intangible assets and other (11.0) (11.1) (9.8) Interest expense on long-term debt (22.9) (23.2) (22.8)

Earnings before income taxes 210.5 219.6 257.6 Income taxes (41.3) (43.5) (55.1) Perpetual preferred share dividends (2.2) (2.2) (2.2)

Net earnings available to common shareholders – IFRS $ 167.0 $ 173.9 $ 200.3

(1) Diluted earnings per share

IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / MANAGEMENT’S DISCUSSION AND ANALYSIS 5



PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

REPORTABLE SEGMENTS

IGM Financial’s reportable segments, which reflect the current organizational structure and internal financial reporting, are:

• Investors Group

• Mackenzie Investments (Mackenzie Investments or Mackenzie)

• Corporate and Other.

Management measures and evaluates the performance of these segments based on EBIT as shown in Tables 2 and 3. Segment operations are discussed in each of their respective Review of Segment Operating Results sections of the MD&A.

Certain items reflected in Tables 2 and 3 are not allocated to segments:

• Interest expense – represents interest expense on long-term debt.

• 2015 Restructuring and other charges – primarily reflects severance and payments to third parties related to exiting certain investment management activities and third party back office relationships. The largest components of these activities relate to:

– Mackenzie – closing the investment management office in Singapore as well as implementing other personnel

changes in order to redeploy resources towards other corporate priorities, which management believes will provide greater benefits to Mackenzie over time.

– Investors Group – introducing a new in-house dealer platform for nominee accounts and exiting its current relationship with its third party carrying broker. This new platform will enhance the service experience to Consultants and clients and is intended to achieve efficiencies over the long term.

• Income taxes – changes in the effective tax rates are shown in Table 4.

Tax planning may result in the Company recording lower levels of income taxes. Management monitors the status of its income tax filings and regularly assesses the overall adequacy of its provision for income taxes and, as a result, income taxes recorded in prior years may be adjusted in the current year. The effect of changes in management’s best estimates reported in operating earnings is reflected in Other items, which also includes, but is not limited to, the effect of lower effective income tax rates on foreign operations.

• Perpetual preferred share dividends – represents the dividends declared on the Company’s 5.90% non-cumulative first preferred shares.

TABLE 2: CONSOLIDATED OPERATING RESULTS BY SEGMENT – Q1 2016 VS. Q1 2015

INVESTORS GROUP MACKENZIE CORPORATE & OTHER TOTAL THREE MONTHS ENDED 2016 2015 2016 2015 2016 2015 2016 2015 ($ millions) MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31

Revenues Fee income $ 431.7 $ 435.5 $ 185.4 $ 206.7 $ 62.0 $ 63.7 $ 679.1 $ 705.9 Net investment income and other 13.8 21.5 0.3 4.2 29.6 29.3 43.7 55.0

445.5 457.0 185.7 210.9 91.6 93.0 722.8 760.9

Expenses Commission 147.4 145.0 71.7 77.8 42.4 44.1 261.5 266.9 Non-Commission 135.0 121.3 77.6 76.2 15.3 16.1 227.9 213.6

282.4 266.3 149.3 154.0 57.7 60.2 489.4 480.5

Earnings before interest and taxes $ 163.1 $ 190.7 $ 36.4 $ 56.9 $ 33.9 $ 32.8 233.4 280.4

Interest expense (22.9) (22.8)

Earnings before income taxes 210.5 257.6Income taxes 41.3 55.1

Net earnings 169.2 202.5Perpetual preferred share dividends 2.2 2.2

Net earnings available to common shareholders $ 167.0 $ 200.3

Operating earnings available to common shareholders(1) $ 167.0 $ 200.3

(1) Refer to Non-IFRS Financial Measures and Additional IFRS Measures in this MD&A for an explanation of the Company’s use of non-IFRS financial measures.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

TABLE 3: CONSOLIDATED OPERATING RESULTS BY SEGMENT – Q1 2016 VS. Q4 2015

INVESTORS GROUP MACKENZIE CORPORATE & OTHER TOTAL THREE MONTHS ENDED 2016 2015 2016 2015 2016 2015 2016 2015 ($ millions) MAR. 31 DEC. 31 MAR. 31 DEC. 31 MAR. 31 DEC. 31 MAR. 31 DEC. 31

Revenues Fee income $ 431.7 $ 448.1 $ 185.4 $ 196.0 $ 62.0 $ 61.7 $ 679.1 $ 705.8 Net investment income and other 13.8 17.6 0.3 1.1 29.6 31.0 43.7 49.7

445.5 465.7 185.7 197.1 91.6 92.7 722.8 755.5

Expenses Commission 147.4 149.0 71.7 73.9 42.4 41.4 261.5 264.3 Non-Commission 135.0 127.2 77.6 72.3 15.3 15.0 227.9 214.5

282.4 276.2 149.3 146.2 57.7 56.4 489.4 478.8

Earnings before interest and taxes $ 163.1 $ 189.5 $ 36.4 $ 50.9 $ 33.9 $ 36.3 233.4 276.7

Interest expense (22.9) (23.2)Restructuring and other charges – (33.9)

Earnings before income taxes 210.5 219.6Income taxes 41.3 43.5

Net earnings 169.2 176.1Perpetual preferred share dividends 2.2 2.2

Net earnings available to common shareholders $ 167.0 $ 173.9

Operating earnings available to common shareholders(1) $ 167.0 $ 198.2

(1) Refer to Non-IFRS Financial Measures and Additional IFRS Measures in this MD&A for an explanation of the Company’s use of non-IFRS financial measures.

TABLE 4: EFFECTIVE INCOME TAX RATE

2016 2015 2015 THREE MONTHS ENDED MAR. 31 DEC. 31 MAR. 31

Income taxes at Canadian federal and provincial statutory rates 26.84 % 26.73 % 26.61 % Effect of: Proportionate share of affiliate’s earnings (3.56) (3.57) (2.70) Loss consolidation(1) (2.87) (2.79) (2.29) Other items (0.76) (0.57) (0.25)

Effective income tax rate – net earnings 19.65 % 19.80 % 21.37 %

(1) See the Transactions with Related Parties section of this MD&A for additional information.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

SUMMARY OF CHANGES IN TOTAL ASSETS UNDER MANAGEMENT

Total assets under management were $132.9 billion at March 31, 2016 compared to $148.4 billion at March 31, 2015. Changes in total assets under management are detailed in Table 5.

Changes in assets under management for Investors Group and Mackenzie are discussed further in each of their respective Review of the Business sections in the MD&A.


The Summary of Quarterly Results in Table 6 includes the eight most recent quarters and the reconciliation of non-IFRS financial measures to net earnings in accordance with IFRS.

Changes in average daily mutual fund assets under management over the eight most recent quarters, as shown in Table 6, largely reflect changes in domestic and foreign markets. These average assets generally increased over 2014 and in the first two quarters of 2015, however declined by 2.1% and 0.6% in the third and fourth quarters of 2015 and 2.7% in the first quarter of 2016.

TABLE 5: CHANGE IN TOTAL ASSETS UNDER MANAGEMENT – Q1 2016 VS. Q1 2015

INVESTMENT INVESTORS GROUP MACKENZIE PLANNING COUNSEL CONSOLIDATED(1)

THREE MONTHS ENDED 2016 2015 2016 2015 2016 2015 2016 2015 ($ millions) MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31 MAR. 31

Mutual funds Gross sales – money market $ 303 $ 261 $ 110 $ 102 $ 17 $ 19 $ 430 $ 382 Gross sales – long-term 1,964 2,104 1,731 1,871 245 177 3,940 4,145

Total mutual fund gross sales $ 2,267 $ 2,365 $ 1,841 $ 1,973 $ 262 $ 196 $ 4,370 $ 4,527

Net sales – money market $ 112 $ 91 $ 30 $ 15 $ 14 $ 14 $ 156 $ 120 Net sales – long-term 355 497 (228) (121) 65 46 192 417

Total mutual fund net sales $ 467 $ 588 $ (198) $ (106) $ 79 $ 60 $ 348 $ 537

Sub-advisory, institutional and other accounts Gross sales $ – $ – $ 842 $ 1,716 $ – $ – $ 302 $ 985 Net sales – – (189) 675 – – (282) 433

Combined Gross sales $ 2,267 $ 2,365 $ 2,683 $ 3,689 $ 262 $ 196 $ 4,672 $ 5,512 Net sales 467 588 (387) 569 79 60 66 970

Change in total assets under management Net sales $ 467 $ 588 $ (387) $ 569 $ 79 $ 60 $ 66 $ 970 Market and income (141) 2,450 (576) 3,159 (28) 216 (801) 5,499

Net change in assets 326 3,038 (963) 3,728 51 276 (735) 6,469 Beginning assets 74,897 73,459 61,653 70,876 4,178 3,850 133,648 141,919

Ending assets(2) $ 75,223 $ 76,497 $ 60,690 $ 74,604 $ 4,229 $ 4,126 $ 132,913 $ 148,388

(1) Total Gross Sales and Net Sales excluded $540 million and $93 million, respectively, in accounts sub-advised by Mackenzie on behalf of Investors Group and Investment Planning Counsel ($738 million and $247 million in 2015). Total assets under management excluded $7.2 billion of assets sub-advised by Mackenzie on behalf of Investors Group and Investment Planning Counsel ($6.8 billion at March 31, 2015).

(2) During the second quarter of 2015, MD Financial Management reassigned sub-advisory responsibilities on four fixed income mandates (totalling $10.3 billion) advised by Mackenzie.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

TABLE 6: SUMMARY OF QUARTERLY RESULTS

2016 2015 2015 2015 2015 2014 2014 2014 Q1 Q4 Q3 Q2 Q1 Q4 Q3 Q2

Consolidated statements of earnings ($ millions)

Revenues Management fees $ 483.8 $ 504.1 $ 508.5 $ 517.3 $ 509.1 $ 507.4 $ 517.0 $ 503.9 Administration fees 100.3 104.7 104.6 106.0 102.3 100.7 102.0 99.3 Distribution fees 95.0 97.0 92.7 95.3 94.5 87.7 85.0 86.1 Net investment income and other 43.7 49.7 45.9 44.6 55.0 46.2 46.2 32.5

722.8 755.5 751.7 763.2 760.9 742.0 750.2 721.8

Expenses Commission 261.5 264.3 263.2 267.7 266.9 253.9 249.8 245.7 Non-commission 227.9 214.5 208.4 215.9 213.6 198.8 190.8 194.5 Interest 22.9 23.2 23.2 22.9 22.8 23.3 23.2 22.9

512.3 502.0 494.8 506.5 503.3 476.0 463.8 463.1

Earnings before undernoted 210.5 253.5 256.9 256.7 257.6 266.0 286.4 258.7Restructuring and other charges – (33.9) – – – – – (18.3)Client distributions and other costs – – – – – (81.0) – –

Earnings before income taxes 210.5 219.6 256.9 256.7 257.6 185.0 286.4 240.4Income taxes 41.3 43.5 55.7 56.0 55.1 33.9 64.5 47.9

Net earnings 169.2 176.1 201.2 200.7 202.5 151.1 221.9 192.5Perpetual preferred share dividends 2.2 2.2 2.2 2.2 2.2 2.2 2.2 2.2

Net earnings available to common shareholders $ 167.0 $ 173.9 $ 199.0 $ 198.5 $ 200.3 $ 148.9 $ 219.7 $ 190.3

Reconciliation of Non-IFRS financial measures(1) ($ millions)

Operating earnings available to common shareholders – non-IFRS measure $ 167.0 $ 198.2 $ 199.0 $ 198.5 $ 200.3 $ 208.1 $ 219.7 $ 203.9Other items: Restructuring and other charges, net of tax – (24.3) – – – – – (13.6) Client distributions and other costs, net of tax – – – – – (59.2) – –

Net earnings available to common shareholders – IFRS $ 167.0 $ 173.9 $ 199.0 $ 198.5 $ 200.3 $ 148.9 $ 219.7 $ 190.3

Earnings per Share (¢)

Operating earnings available to common shareholders(1)

– Basic 69 81 81 80 80 83 87 81 – Diluted 69 81 81 80 80 83 87 81Net earnings available to common shareholders – Basic 69 71 81 80 80 59 87 75 – Diluted 69 71 81 80 80 59 87 75

Average daily mutual fund assets ($ billions) $ 124.4 $ 127.8 $ 128.6 $ 131.4 $ 129.9 $ 124.6 $ 126.2 $ 123.6

Total mutual fund assets under management ($ billions) $ 127.1 $ 127.5 $ 124.9 $ 129.7 $ 131.5 $ 126.0 $ 125.2 $ 125.2

Total assets under management ($ billions) $ 132.9 $ 133.6 $ 130.9 $ 136.0 $ 148.4 $ 141.9 $ 140.6 $ 141.4

(1) Refer to Non-IFRS Financial Measures and Additional IFRS Measures in addition to the Summary of Consolidated Operating Results section included in this MD&A for an explanation of Other items used to calculate the Company’s Non-IFRS financial measures.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

INVESTORS GROUPREVIEW OF THE BUSINESS

INVESTORS GROUP STRATEGY

Investors Group strives to ensure that the interests of shareholders, clients, Consultants and employees are closely aligned. Investors Group’s business strategy is focused on:

• Growing our distribution network by expanding the number of region offices, attracting new Consultants to our industry and supporting existing Consultants in their growth and development.

• Emphasizing the delivery of financial advice, products and services through our exclusive network of Consultants.

• Providing an effective level of administrative support to our Consultants and clients, including active communication during all economic cycles.

• Extending the diversity and range of products offered by Investors Group as we continue to build and maintain enduring client relationships.

• Maximizing returns on business investment by focusing resources on initiatives that directly benefit clients and Consultants and result in increased efficiency and improved control over expenditures.

CONSULTANT NETWORK

Investors Group distinguishes itself from its competition by offering comprehensive planning to its clients within the context of long-term relationships. This approach is consistent with studies in recent years which indicate that client households receiving advice from a financial advisor have higher assets than non-advised households, and that this advantage increases based on the length of the relationship with the financial advisor. At the centre of these relationships is a national distribution network of Consultants based in 114 region offices across Canada. Three new region offices to be opened in the Greater Toronto Area were recently announced and will expand our network to 117 region offices.

At March 31, 2016, Investors Group had a Consultant network of 5,321, up from 5,156 at March 31, 2015. This represents the highest quarter end level in the history of the company.

The individuals in the Consultant network with more than four years of Investors Group experience was 2,850 at March 31, 2016 compared to 2,819 a year earlier. As new Consultants gain more experience and tenure, there is typically an increase in sales productivity. For example, the average level of investment fund gross sales per Consultant with greater than four years experience is five times that of a Consultant with less than four years.

At March 31, 2016, 1,546 individuals in our Consultant network held the Certified Financial Planner (CFP) designation or its

Quebec equivalent, the Financial Planner (F.Pl.) designation. In addition, there are 779 individuals enrolled in these programs to gain these designations. The total of 2,325 of those studying to be or qualified as CFP or F.Pl. is up 23% from 1,890 at March 31, 2015. The CFP and F.Pl. designations are nationally accepted financial planning qualifications that require an individual to demonstrate financial planning competence through education, standardized examinations, continuing education requirements, and accountability to ethical standards.

ADMINISTRATIVE SUPPORT AND COMMUNICATION FOR CONSULTANTS AND CLIENTS

Administrative support for Consultants and clients includes timely and accurate client account record-keeping and reporting, effective problem resolution support, and continuous improvements to servicing systems.

This administrative support is provided from both Investors Group’s Quebec General Office located in Montreal for Consultants and clients residing in Quebec and from Investors Group’s head office in Winnipeg, Manitoba for Consultants and clients in the rest of Canada. The Quebec General Office has over 250 employees and operating units for most functions supporting approximately 1,100 Consultants throughout Quebec and the 21 Quebec region offices. Mutual fund assets under management in Quebec were approximately $13 billion as at March 31, 2016.

New Dealer Platform

A new dealer platform is scheduled to be introduced in August 2016 which will deliver an enhanced service experience to Consultants and clients. This new dealer platform will allow us to internalize carrying broker functionality and client statement preparation for Investment Industry Regulatory Organization of Canada (IIROC) and Mutual Fund Dealers Association of Canada (MFDA) nominee accounts which are currently performed by a third party service provider, as well as provide increased automation of transaction activity. This platform will also support the introduction of new IIROC based products designed to support the high net worth segment of our client base. The new platform is expected to result in efficiencies over the long term.

Quarterly Statements

Regular communication with our clients includes quarterly reporting of their Investors Group mutual fund holdings and the change in asset values of these holdings during the quarter. Individual clients experience different returns as a result of their net cash flow and fund holdings in each quarter as illustrated on the accompanying charts. The first chart reflects in-quarter




PA

RT

D

IGM

FINA

NC

IAL IN

C.

client account median rates of return for the current year. The second chart reflects the client account median rates of return based on one, three and five year timeframes as at March 31, 2016. Both charts also illustrate upper and lower ranges of rates of return around the median for 90% of Investors Group clients.

For the three months ended March 31, 2016, the client account median rate of return was approximately 0.02% and 50% of clients experienced positive returns.

CLIENT PERFORMANCE AND RATE OF RETURN REPORTING

Investors Group has long believed that providing our clients with personal account level performance and rate of return information over multiple time periods is a meaningful benefit to our clients and further demonstrates the value provided through advice over the history of our client relationships. That is why in 2009 we took initial steps to develop this information for clients and we began capturing the necessary information to calculate account level money-weighted internal rates of return.

Beginning with the June 30, 2015 client statement period, we added quarterly multiple-period account rate of return reporting to most Investors Group’s client statements. This important component of the rules adopted by the Canadian Securities Administrators as Phase 2 of the Client Relationship Model (CRM2) was implemented by Investors Group two years before the required deadline. As the required data has been gathered since 2009, our clients now have a multiple-period view of their performance, including one year, three year and five year rates of return.

CLIENT EXPERIENCE SURVEY

Consultants maintain a high degree of contact with our clients, continuing to reinforce the importance of long-term planning and a diversified investment portfolio. Ongoing surveys of our clients indicate a strong appreciation of the value of advice and service provided by our Consultants through varying economic cycles.

Investors Group has an ongoing program of surveys to measure client experience for new and existing clients:

• All new Investors Group clients receive a survey at their three month anniversary date.

• All existing clients are surveyed annually.

The results of the surveys for the four quarters ending March 31, 2016 are detailed in Table 7.


The level of mutual fund assets under management is influenced by three factors: sales, redemptions and net asset values of our funds. Changes in assets under management for the periods under review are reflected in Table 8.

FUND PERFORMANCE

At March 31, 2016, 53.7% of Investors Group mutual funds had a rating of three stars or better from the Morningstar† fund ranking service and 17.8% had a rating of four or five stars. This compared to the Morningstar† universe of 67.8% for three stars or better and 33.3% for four and five star funds at March 31, 2016. Morningstar Ratings† are an objective, quantitative measure of a fund’s three, five and ten year risk-adjusted performance relative to comparable funds.

CLIENT ACCOUNT RATE OF RETURN (ROR) EXPERIENCE

-8

-2

-4

-6

0

2

4

6

8

10

RO

R %

0.4

2015 Annual

0.0

Q1 16

90% ofclients rate of returnrange

MedianReturns - %

CLIENT ACCOUNT RATE OF RETURN (ROR) EXPERIENCEAS AT MARCH 31, 2016

-8

-2

-4

-6

0

2

4

6

8

10

RO

R %

(2.4)

1 Year

4.9

3 Year

3.2

5 Year

90% ofclients rate of returnrange

MedianReturns - %




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

CHANGES TO MUTUAL FUND PRODUCT OFFERING

Investors Group continues to enhance the performance, scope and diversity of our investment offering with the introduction of new funds that are well-suited to the long-term diverse needs of Canadian investors.

Investors Group announced its first private pool, Investors Risk Parity Private Pool, which became available on January 25, 2016. While traditional asset allocation focuses on the allocation of capital, which results in a balanced portfolio’s risk being driven by equities, risk parity utilizes a unique approach to diversification focusing on the allocation of risk. This approach aims to generate attractive risk-adjusted returns over time while diversifying risk across and within a broad array of asset classes. The private pool is sub-advised by PanAgora Asset Management, Inc., a global leader in risk parity investment management.

MANAGED ASSET AND MULTI-MANAGER INVESTMENT PROGRAMS

Investors Group offers several managed asset and multi-manager investment programs which include Investors Group Corporate Class Inc.™, as well as a complete line of portfolio funds and the iProfile managed asset program. Investors Group Corporate Class Inc.™ is a fund structure which features the ability to switch on a fee-free basis among 60 funds within the group of funds with no immediate tax consequences. At March 31, 2016, the Corporate Class Funds totalled $7.1 billion in assets under management compared to $6.4 billion at March 31, 2015.

The March 22, 2016, Federal Budget announced proposals that would eliminate the deferral of capital gains tax for investors switching between different classes of shares within a mutual fund corporation (the “2016 Budget Proposal”). The 2016 Budget Proposal will treat a switch between Corporate Class

TABLE 8: CHANGE IN MUTUAL FUND ASSETS UNDER MANAGEMENT – INVESTORS GROUP

% CHANGE

THREE MONTHS ENDED 2016 2015 2015 2015 2015 ($ millions) MAR. 31 DEC. 31 MAR. 31 DEC. 31 MAR. 31

Sales $ 2,267 $ 1,821 $ 2,365 24.5 % (4.1) %Redemptions 1,800 1,821 1,777 (1.2) 1.3

Net sales (redemptions) 467 – 588 N/M (20.6)Market and income (141) 1,365 2,450 N/M N/M

Net change in assets 326 1,365 3,038 (76.1) (89.3)Beginning assets 74,897 73,532 73,459 1.9 2.0

Ending assets $ 75,223 $ 74,897 $ 76,497 0.4 % (1.7) %

Average daily assets $ 73,549 $ 75,250 $ 75,456 (2.3) % (2.5) %

TABLE 7: CLIENT EXPERIENCE SURVEY – INVESTORS GROUP

Surveys completed for the four quarters ending March 31, 2016

New client households surveyed 90 days after account opening Satisfied with service 96 % Offered a financial plan 92 Satisfied with discussion about goals and concerns 96 Willing to refer 93

Client households with 12+ months tenure Satisfied with service 92 % Have a financial plan 85 Satisfied with level of contact 92 Willing to refer 88


D 1 0 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 6


PA

RT

D

IGM

FINA

NC

IAL IN

C.

funds occurring after September 2016 as a disposition at fair market value for tax purposes which will likely trigger capital gains or losses. Switches between different series of shares within the same Corporate Class fund will not be affected by the 2016 Budget Proposal. Investors Group continues to assess the implications of the 2016 Budget Proposal for Investors Group Corporate Class Inc.

HIGH NET WORTH OFFERINGS

High net worth clients represent a growing segment of our client base. Investors Group has several offerings to address the needs of high net worth clients and continues to look at ways to provide further offerings to this segment.

Pricing for Households with Investment Assets in Excess of $500,000

Investors Group has investment solutions with differentiated pricing for households with investments in Investors Group funds in excess of $500,000.

• Series J had assets of $23.0 billion at March 31, 2016, an increase of 32.1% from $17.4 billion at March 31, 2015.

• Series U provides a pricing structure which separates the advisory fee, which is charged directly to a client’s account, from the fees charged to the underlying investment funds. At March 31, 2016, Series U assets under management had increased to $3.8 billion, compared to $2.2 billion at March 31, 2015, an increase of 73%.

In September 2015, Investors Group provided distributions to clients who had not transferred to these lower priced solutions when they were eligible, up to the earlier of when they transferred or to April 30, 2015.

iProfile™

This is a unique portfolio management program, launched in 2001, that is available for households with assets held at Investors Group in excess of $250,000. iProfile investment portfolios have been designed to maximize returns and manage risk by diversifying across asset classes, management styles and geographic regions. The iProfile program has a pricing structure which separates the advisory fee, which is charged directly to a client’s account, from the fees charged to the underlying investment funds.

The program is advised by a select group of global money management firms: I.G. Investment Management, Toron Capital Markets Inc., JPMorgan Asset Management (Canada) Inc., Jarislowsky, Fraser Limited, Baring International Investment Limited, Laketon Investment Management, Putnam Investments Canada ULC, Aristotle Capital Investment Management, Inc.,

PanAgora Asset Management, Inc., Aristotle Capital Boston, LLC, and Lazard Asset Management LLC.

At March 31, 2016, the iProfile program assets under management were $1.6 billion, an increase of 36% from $1.2 billion at March 31, 2015.

Unbundled Fee Structures

A growing portion of Investors Group’s client assets are in Series U and iProfile, which are products with unbundled fee structures where a separate advisory fee is charged to the client account by the dealer. At March 31, 2016, $5.4 billion, or 7.2% of Investors Group’s mutual fund assets under management, were in products with unbundled fee structures, up 60% from $3.4 billion at March 31, 2015.

CHANGE IN MUTUAL FUND ASSETS UNDER MANAGEMENT – Q1 2016 VS. Q1 2015

Investors Group’s mutual fund assets under management were $75.2 billion at March 31, 2016, representing a decrease of 1.7% from $76.5 billion at March 31, 2015. Average daily mutual fund assets were $73.5 billion in the first quarter of 2016, down 2.5% from $75.5 billion in the first quarter of 2015.

For the quarter ended March 31, 2016, sales of Investors Group mutual funds through its Consultant network were $2.3 billion, a decrease of 4.1% from the comparative period in 2015. Mutual fund redemptions totalled $1.8 billion, an increase of 1.3% from 2015. Investors Group mutual fund net sales for the first quarter of 2016 were $467 million compared with net sales of $588 million in 2015. During the first quarter, market and income resulted in a decrease of $141 million in mutual fund assets compared to an increase of $2.5 billion in the first quarter of 2015.

Sales of long-term funds were $2.0 billion for the first quarter of 2016, a decrease of 6.7% from the previous year. Net sales of long-term funds for the first quarter of 2016 were $355 million compared to net sales of $497 million in 2015.

Investors Group’s annualized quarterly redemption rate for long-term funds was 8.9% in the first quarter of 2016 compared to 8.8% in the first quarter of 2015. Investors Group’s twelve month trailing redemption rate for long-term funds was 8.7% at March 31, 2016 compared to 8.5% at March 31, 2015, and remains well below the corresponding average redemption rate for all other members of the Investment Funds Institute of Canada (IFIC) of approximately 15.8% at March 31, 2016.

Over the last several years, a component of the redemptions included in Investors Group’s long-term redemption rate has related to the Cornerstone funds and transfers to Investors Group Series of Guaranteed Investment Funds (GIFs). The


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 6 D 1 1


PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

Cornerstone funds are income portfolio funds which invest between 30% and 50% of their assets in Investors Canadian Money Market Fund. These funds are used by our clients as a substitute for money market funds which have higher redemption activity and, together with the transfers to GIFs, account for 0.2% of our long-term redemption rate at March 31, 2016. Excluding such items, the twelve month trailing redemption rate for long-term funds would have been 8.5%.

CHANGE IN MUTUAL FUND ASSETS UNDER MANAGEMENT – Q1 2016 VS. Q4 2015

Investors Group’s mutual fund assets under management were $75.2 billion at March 31, 2016, an increase of 0.4% from $74.9 billion at December 31, 2015. Average daily mutual fund assets were $73.5 billion in the first quarter of 2016 compared to $75.3 billion in the fourth quarter of 2015, a decrease of 2.3%.

For the quarter ended March 31, 2016, sales of Investors Group mutual funds through its Consultant network were $2.3 billion, an increase of 24.5% from the fourth quarter of 2015. Mutual fund redemptions, which totalled $1.8 billion for the first quarter, decreased 1.2% from the previous quarter and the annualized quarterly redemption rate was 8.9% in the first quarter compared to 8.8% in the fourth quarter of 2015. Investors Group mutual fund net sales were $467 million for the current quarter and compared to zero net sales in the previous quarter. Sales of long-term funds were $2.0 billion for the current quarter compared to $1.5 billion in the previous quarter. Net sales of long-term funds for the current quarter were $355 million compared to net redemptions of $93 million in the previous quarter.

OTHER PRODUCTS AND SERVICES

SEGREGATED FUNDS

Investors Group offers segregated funds which include the Investors Group Series of Guaranteed Investment Funds (GIFs). GIFs are segregated fund policies issued by The Great-West Life Assurance Company and include 14 fund-of-fund segregated portfolios and six individual segregated funds. These segregated funds provide for long-term investment growth potential combined with risk management, full and partial maturity and death benefit guarantee features, potential creditor protection and estate planning efficiencies. Select GIF policies allow for a Lifetime Income Benefit (LIB) option to provide guaranteed retirement income for life. The investment components of these segregated funds are managed by Investors Group. At March 31, 2016, total segregated fund assets were $1.7 billion, unchanged from March 31, 2015.

INSURANCE

Investors Group distributes insurance products through I.G. Insurance Services Inc. For the quarter ended March 31, 2016, sales of insurance products as measured by new annualized premiums were $18 million, an increase of 8.6% from $17 million in 2015.

SECURITIES OPERATIONS

Investors Group Securities Inc. is an investment dealer registered in all Canadian provinces and territories providing clients with securities services to complement their financial and investment planning. Investors Group Consultants can refer clients to one of our Securities Planning Specialists available through Investors Group Securities Inc.

In 2015, we continued to enhance our services to accommodate individual securities owned by our clients within their financial plan. This involved further development of our systems and additional Securities Planning Specialists who work alongside our Consultants and are licensed to advise on individual securities. In addition, more of our Consultants became eligible and completed the transition of their registration to the Investment Industry Regulatory Organization of Canada (IIROC). These Consultants continue to operate in our established business model which has a managed asset focus delivered within a financial planning context.

More Consultants are expected to transition to the IIROC platform in 2016 and new products available under the IIROC platform are also scheduled to be introduced and include separately managed accounts and fee-based accounts which will enhance high net worth investment planning capabilities.

MORTGAGE OPERATIONS

Investors Group is a national mortgage lender that offers residential mortgages to Investors Group clients as part of a comprehensive financial plan. Investors Group Mortgage Planning Specialists are located throughout each province in Canada, and work with our clients and their Consultants as permitted by the regulations to develop mortgage strategies that meet the individual needs and goals of each client.

Through its mortgage banking operations, mortgages originated by Investors Group Mortgage Planning Specialists are sold to the Investors Mortgage and Short Term Income Fund, Investors Canadian Corporate Bond Fund, securitization programs, and institutional investors. Certain subsidiaries of Investors Group are Canada Mortgage and Housing Corporation (CMHC)-approved issuers of National Housing Act Mortgage-Backed Securities (NHA MBS) and are approved sellers of NHA MBS into the Canada Mortgage Bond Program (CMB Program). Securitization




PA

RT

D

IGM

FINA

NC

IAL IN

C.

programs also include certain bank-sponsored asset-backed commercial paper (ABCP) programs. Residential mortgages are also held by Investors Group’s intermediary operations.

Mortgage fundings for the quarter ended March 31, 2016, were $457 million compared to $389 million in 2015, an increase of 17.2%. At March 31, 2016, mortgages serviced by Investors Group related to its mortgage banking operations totalled $10.6 billion, compared to $10.0 billion at March 31, 2015, an increase of 5.7%.

SOLUTIONS BANKING†

Investors Group’s Solutions Banking† continues to experience high rates of utilization by Consultants and clients. The offering consists of a wide range of products and services provided by the National Bank of Canada under a long-term distribution agreement and includes: investment loans, lines of credit, personal loans, creditor insurance, deposit accounts, and credit cards. In April 2015, a new All-in-One product was introduced. This product is a comprehensive cash management solution that integrates the features of a mortgage, term loan, revolving line

of credit and deposit account to meet the needs of our clients while minimizing overall interest costs. Clients have access to a network of banking machines, as well as a private labeled client website and client service centre. The Solutions Banking† offering supports Investors Group’s approach to delivering total financial solutions for our clients through a broad financial planning platform. Total lending products of Investors Group clients in the Solutions Banking† offering totalled $3.1 billion at March 31, 2016.

Available credit associated with Solutions Banking† All-in-One accounts originated for the quarter ended March 31, 2016 was $170 million, compared to $60 million in 2015. At March 31, 2016, the balance outstanding of Solutions Banking All-in-One products was $1.5 billion, which represented approximately 39% of total available credit associated with these accounts.

ADDITIONAL PRODUCTS AND SERVICES

Investors Group also provides its clients with guaranteed investment certificates offered by Investors Group Trust Co. Ltd., as well as a number of other financial institutions.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

REVIEW OF SEGMENT OPERATING RESULTS

Investors Group’s earnings before interest and taxes are presented in Table 9.

Q1 2016 VS. Q1 2015

FEE INCOME

Fee income is generated from the management, administration and distribution of Investors Group mutual funds. The distribution of insurance and Solutions Banking† products and the provision of securities services provide additional fee income.

Investors Group earns management fees for investment management services provided to its mutual funds, which depend largely on the level and composition of mutual fund assets under management. Management fees were $308.2 million in the first quarter of 2016, a decrease of $8.0 million or 2.5% from $316.2 million in 2015.

The net decrease in management fees in the three months ended March 31, 2016 was due to the decrease in average daily mutual fund assets of 2.5%, as shown in Table 8, as well as a decline in the average management fee rate. The average management fee rate for the three month period ended March 31, 2016 was 168.5 basis points compared to 169.9 basis points in 2015. This decline in basis points resulted primarily from transfers of eligible clients into lower fee investment solutions. The decrease in management fees was offset in part by an increase of $2.6 million in fee income in the current period due to one more calendar day in 2016 compared to 2015.

Management fee income and average management fee rates also reflected the effect of Investors Group having waived a portion of the investment management fees on its money market funds. For the first quarter of 2016, these waivers totalled $1.3 million compared to $0.7 million in the prior year.

Investors Group receives administration fees for providing administrative services to its mutual funds and trusteeship services to its unit trust mutual funds, which also depend largely on the level and composition of mutual fund assets under management. Administration fees totalled $73.6 million in the current quarter compared to $73.0 million a year ago, an increase of 0.8%.

Distribution fees are earned from:

• Redemption fees on mutual funds sold with a deferred sales charge.

• Portfolio fund distribution fees.

• Distribution of insurance products through I.G. Insurance Services Inc.

• Securities trading services provided through Investors Group Securities Inc.

• Banking services provided through Solutions Banking†.

Distribution fee income of $49.9 million for the first quarter of 2016 increased by $3.6 million from $46.3 million in 2015, due primarily to increases in distribution fee income from insurance products and redemption fees. Redemption fee income varies depending on the level of deferred sales charge attributable to fee-based redemptions.

TABLE 9: OPERATING RESULTS – INVESTORS GROUP

% CHANGE


Revenues Management fees $ 308.2 $ 318.9 $ 316.2 (3.4) % (2.5) % Administration fees 73.6 76.4 73.0 (3.7) 0.8 Distribution fees 49.9 52.8 46.3 (5.5) 7.8

431.7 448.1 435.5 (3.7) (0.9) Net investment income and other 13.8 17.6 21.5 (21.6) (35.8)

445.5 465.7 457.0 (4.3) (2.5)

Expenses Commission 79.0 80.2 76.7 (1.5) 3.0 Asset retention bonus and premium 68.4 68.8 68.3 (0.6) 0.1 Non-commission 135.0 127.2 121.3 6.1 11.3

282.4 276.2 266.3 2.2 6.0

Earnings before interest and taxes $ 163.1 $ 189.5 $ 190.7 (13.9) % (14.5) %




PA

RT

D

IGM

FINA

NC

IAL IN

C.

NET INVESTMENT INCOME AND OTHER

Net investment income and other includes income related to mortgage banking operations and net interest income related to intermediary operations.

Net investment income and other was $13.8 million in the first quarter of 2016, a decrease of $7.7 million from $21.5 million in 2015.

Net investment income related to Investors Group’s mortgage banking operations totalled $14.1 million for the first quarter of 2016 compared to $21.1 million in 2015, a decrease of $7.0 million. A summary of mortgage banking operations for the quarter under review is presented in Table 10. The changes in mortgage banking income were due to:

• Net interest income on securitized loans – increased by $3.2 million for the quarter ended March 31, 2016 to $14.9 million compared to 2015. The increase resulted from higher margins on securitized loans.

• Gains realized on the sale of residential mortgages – decreased by $4.4 million for the quarter ended March 31, 2016 to $2.7 million compared to 2015. The decrease in gains in the three month period resulted from a lower level of sale activity.

• Fair value adjustments – decreased by $5.8 million for the quarter ended March 31, 2016 to ($1.8) million compared to 2015. The decrease was primarily due to favourable fair value adjustments in 2015 on certain securitization related financial instruments.

EXPENSES

Investors Group incurs commission expense in connection with the distribution of its mutual funds and other financial services and products. Commissions are paid on the sale of these products and fluctuate with the level of sales. The expense for deferred selling commissions consists of the amortization of the asset over its useful life and the reduction of the unamortized deferred selling commission asset associated with redemptions. Commissions paid on the sale of mutual funds are deferred and amortized over a maximum period of seven years. Commission expense was $79.0 million for the first quarter of 2016, an increase of $2.3 million from $76.7 million in 2015. The increase resulted primarily from higher mutual fund commission amortization, higher write-offs of the unamortized balance of deferred selling commissions associated with redemptions, and compensation related to the distribution of other financial services and products.

TABLE 10: MORTGAGE BANKING OPERATIONS – INVESTORS GROUP

% CHANGE


Total mortgage banking income Net interest income on securitized loans Interest income $ 46.4 $ 47.1 $ 47.1 (1.5) % (1.5) % Interest expense 31.5 30.6 35.4 2.9 (11.0)

Net interest income 14.9 16.5 11.7 (9.7) 27.4 Gains on sales(1) 2.7 3.8 7.1 (28.9) (62.0) Fair value adjustments (1.8) (2.3) 4.0 21.7 N/M

Other(2) (1.7) (1.4) (1.7) (21.4) –

$ 14.1 $ 16.6 $ 21.1 (15.1) % (33.2) %

Average mortgages serviced Securitizations $ 6,872 $ 6,813 $ 6,526 0.9 % 5.3 % Other 3,615 3,554 3,404 1.7 6.2

$ 10,487 $ 10,367 $ 9,930 1.2 % 5.6 %

Mortgage sales to:(3)

Securitizations $ 610 $ 653 $ 378 (6.6) % 61.4 % Other(1) 217 275 332 (21.1) (34.6)

$ 827 $ 928 $ 710 (10.9) % 16.5 %

(1) Represents sales to institutional investors through private placements, to Investors Mortgage and Short Term Income Fund, and to Investors Canadian Corporate Bond Fund as well as gains realized on those sales.

(2) Represents mortgage issuance and insurance costs, interest earned on warehoused mortgages, and servicing and other.

(3) Represents principal amounts sold.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

Asset retention bonus and premium expense is comprised of the following:

• Asset retention bonus, which is based on the value of assets under management, decreased by $0.3 million for the quarter ended March 31, 2016 to $56.8 million compared to 2015. The decrease was primarily due to the decrease in assets under management.

• Asset retention premium, which is a deferred component of compensation designed to promote Consultant retention, is based on assets under management at each year end. Asset retention premium expense increased by $0.4 million for the quarter ended March 31, 2016 to $11.6 million compared to 2015. The increase was related to the increase in year-end assets under management.

Non-commission expenses incurred by Investors Group primarily relate to the support of the Consultant network, the administration, marketing and management of its mutual funds and other products, as well as sub-advisory fees related to mutual funds under management. In 2015, several initiatives were undertaken to improve support in several areas, including: Consultant network expansion, advertising and media efforts, investment management, and other business development efforts. Non-commission expenses were $135.0 million for the first quarter of 2016 compared to $121.3 million in 2015, an increase of $13.7 million or 11.3%. The increase resulted largely from these 2015 initiatives as well as the effect of continuing investments in system related projects.

Q1 2016 VS. Q4 2015

FEE INCOME

Management fee income decreased by $10.7 million or 3.4% to $308.2 million in the first quarter of 2016 compared with the fourth quarter of 2015. The net decrease in management fees in the first quarter was primarily due to:

• The decrease in average daily mutual fund assets of 2.3% for the quarter as shown in Table 8.

• A decrease of $3.3 million due to one less calendar day in the first quarter compared to the fourth quarter of 2015.

Money market fund waivers totalled $1.3 million in the first quarter of 2016, unchanged from the fourth quarter of 2015.

Administration fees decreased to $73.6 million in the first quarter of 2016 from $76.4 million in the fourth quarter of 2015. The decrease was primarily due to the change in average mutual fund assets under management.

Distribution fee income of $49.9 million in the first quarter of 2016 decreased by $2.9 million from $52.8 million in the fourth quarter primarily due to decreases in distribution fee income from insurance product sales, largely due to seasonality, as well as lower redemption fees.

NET INVESTMENT INCOME AND OTHER

Net investment income and other was $13.8 million in the first quarter of 2016 compared to $17.6 million in the previous quarter, a decrease of $3.8 million primarily related to Investors Group’s mortgage banking operations.

Net investment income related to Investors Group’s mortgage banking operations totalled $14.1 million in the first quarter of 2016, a decrease of $2.5 million from $16.6 million in the previous quarter as shown in Table 10. The changes in mortgage banking income were due to:

• Net interest income on securitized loans – decreased by $1.6 million in the first quarter of 2016 to $14.9 million, compared to $16.5 million in the previous quarter primarily due to lower margins.

• Gains realized on the sale of residential mortgages – decreased by $1.1 million in the first quarter of 2016 to $2.7 million, compared to $3.8 million in the previous quarter primarily due to lower volumes.

• Fair value adjustments – increased by $0.5 million in the first quarter of 2016 to ($1.8) million, compared to ($2.3) million in the previous quarter primarily due to unfavourable fair value adjustments on certain securitization related financial instruments in the previous quarter.

EXPENSES

Commission expense in the current quarter was $79.0 million compared with $80.2 million in the previous quarter. The decrease primarily related to lower compensation related to the distribution of other financial services and products. The asset retention bonus and premium expense decreased by $0.4 million to $68.4 million in the first quarter of 2016.

Non-commission expenses were $135.0 million in the current quarter, an increase of $7.8 million or 6.1% from $127.2 million in the fourth quarter of 2015. The increase was largely due to the continuing investments in system related projects and other costs in addition to the effect of annualizing initiatives undertaken in 2015.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

MACKENZIE STRATEGY

Mackenzie strives to ensure that the interests of shareholders, dealers, advisors, clients and employees are closely aligned.

Mackenzie’s vision: We are committed to the financial success of investors, through their eyes. This impacts the strategic priorities we select to fulfil that commitment and drive future business growth. Our strategic mandate is two-fold: win in the Canadian retail space, and build meaningful strategic relationships, both in support of our goal to be the company of choice for institutional investors, financial advisors and individual investors. We aim to achieve this mandate by gathering the best minds in the investment industry, responding to changing needs of financial advisors and investors with distinctive and innovative solutions, and continuing to deliver institutional quality in everything we do.

Supporting this vision and strategic mandate are six key foundational capabilities that our employees strive to achieve:

• Delivering competitive and consistent risk-adjusted performance

• Launching high quality and innovative products and services

• Strengthening distribution and servicing capabilities

• Building brand leadership

• Focusing on operational excellence and process discipline

• Fostering a winning and innovative culture

Mackenzie seeks to maximize returns on business investment by focusing resources in areas that directly impact the success of our strategic mandate: investment management, distribution and client experience.

Founded in 1967, Mackenzie continues to build an investment advisory business through proprietary investment research and portfolio management while utilizing strategic partners in a selected sub-advisory capacity. Our business focuses on multiple distribution channels: Retail, Strategic Alliances and Institutional.

Mackenzie distributes its retail investment products through third party financial advisors. Mackenzie’s sales teams work with many of the more than 30,000 independent financial advisors and their firms across Canada. In addition to its retail distribution team, Mackenzie also has specialty teams focused on strategic alliances and the institutional marketplace. Within the strategic alliance channel, Mackenzie offers certain series of its mutual funds and provides sub-advisory services to third party and related party investment programs offered by banks, insurance companies and other investment companies. Strategic alliances with related parties include providing advisory services to Investors Group, Investment Planning Counsel and Great-West Lifeco Inc. (Lifeco) subsidiaries, and also include a

private label mutual fund arrangement with Lifeco subsidiary Quadrus. Within the strategic alliance channel, Mackenzie’s primary distribution relationship is with the head office of the respective bank, insurance company or investment company. In the institutional channel Mackenzie provides investment management services to pension plans, foundations and other institutions. Mackenzie attracts new institutional business through its relationships with pension and management consultants.

Gross sales and redemption activity in strategic alliance and institutional accounts can be more pronounced than in the retail channel given the relative size and the nature of the distribution relationships of these accounts. These accounts are also subject to ongoing reviews and rebalance activities which may result in a significant change in the level of assets under management.

Mackenzie is positioned to continue to build and enhance its distribution relationships given its team of experienced investment professionals, strength of its distribution network, broad product shelf, competitively priced products and its focus on client experience and investment excellence.


The changes in mutual fund assets under management are summarized in Table 11 and the changes in total assets under management are summarized in Table 12. At March 31, 2016, Mackenzie’s mutual fund and total assets under management were $47.6 billion and $60.7 billion, respectively.

The change in Mackenzie’s assets under management is determined by the increase or decrease in the market value of the securities held in the portfolios of investments and by the level of sales as compared to the level of redemptions.

FUND PERFORMANCE

Long-term investment performance is a key measure of Mackenzie’s ongoing success. At March 31, 2016, 32.4% of Mackenzie mutual funds were rated in the top two performance quartiles for the one year time frame, 27.1% for the three year time frame and 37.3% for the five year time frame. Mackenzie also monitors its fund performance relative to the ratings it receives on its mutual funds from the Morningstar† fund ranking service. At March 31, 2016, 54.4% of Mackenzie mutual funds measured by Morningstar† had a rating of three stars or better and 19.1% had a rating of four or five stars. This compared to the Morningstar† universe of 67.8% for three stars or better and 33.3% for four and five star funds at March 31, 2016. These ratings exclude the Quadrus Group of Funds†.

MACKENZIE INVESTMENTSREVIEW OF THE BUSINESS




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

TABLE 11: CHANGE IN MUTUAL FUND ASSETS UNDER MANAGEMENT – MACKENZIE

% CHANGE


Sales $ 1,841 $ 1,652 $ 1,973 11.4 % (6.7) %Redemptions 2,039 2,079 2,079 (1.9) (1.9)

Net sales (redemptions)(1) (198) (427) (106) 53.6 (86.8)Market and income (620) 1,452 2,268 N/M N/M

Net change in assets (818) 1,025 2,162 N/M N/M

Beginning assets 48,445 47,420 48,782 2.2 (0.7)

Ending assets $ 47,627 $ 48,445 $ 50,944 (1.7) % (6.5) %

Daily average mutual fund assets $ 46,742 $ 48,493 $ 50,492 (3.6) % (7.4) %

(1) During the fourth quarter of 2015, certain third party programs which include Mackenzie mutual funds made fund allocation changes which resulted in gross sales of $58 million, redemptions of $297 million and net redemptions of $239 million.

TABLE 12: CHANGE IN TOTAL ASSETS UNDER MANAGEMENT – MACKENZIE

% CHANGE


Sales $ 2,683 $ 2,593 $ 3,689 3.5 % (27.3) %Redemptions 3,070 2,959 3,120 3.8 (1.6)

Net sales (redemptions)(1) (387) (366) 569 (5.7) N/M

Market and income (576) 1,728 3,159 N/M N/M

Net change in assets (963) 1,362 3,728 N/M N/M

Beginning assets 61,653 60,291 70,876 2.3 (13.0)

Ending assets(2) $ 60,690 $ 61,653 $ 74,604 (1.6) % (18.7) %

Consists of: Mutual funds $ 47,627 $ 48,445 $ 50,944 (1.7) % (6.5) % Sub-advisory, institutional and other accounts 13,063 13,208 23,660 (1.1) (44.8)

$ 60,690 $ 61,653 $ 74,604 (1.6) % (18.7) %

Average total assets(3) $ 59,778 $ 61,682 $ 73,592 (3.1) % (18.8) %

(1) During the fourth quarter of 2015, certain third party programs which include Mackenzie mutual funds made fund allocation changes which resulted in gross sales of $58 million, redemptions of $297 million and net redemptions of $239 million.

(2) During the second quarter of 2015, MD Financial Management reassigned sub-advisory responsibilities on four fixed income mandates (totalling $10.3 billion) advised by Mackenzie.

(3) Based on daily average mutual fund assets and month-end average sub-advisory, institutional and other assets.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

CHANGES TO PRODUCT OFFERINGS

Mackenzie’s diversified suite of investment products is designed to meet the needs and goals of investors. Mackenzie continues to evolve its product shelf by providing enhanced investment solutions for financial advisors to offer their investment clients.

On April 19, 2016, Mackenzie launched four unique fixed income Exchange Traded Funds (ETFs). The addition of these active ETFs complements Mackenzie’s broad and innovative fund line-up and reflects its investor-focus vision to provide advisors and investors with new solutions to drive investor outcomes and achieve their personal goals. These four fixed income ETFs, which will trade on the Toronto Stock Exchange, offer investors another investment option to utilize in building long-term diversified portfolios. The suite of ETFs will be managed by Mackenzie’s Fixed Income Team and are as follows:

• Mackenzie Core Plus Global Fixed Income ETF (TSX:MGB) seeks to generate income, with an emphasis on capital preservation, by investing primarily in investment-grade fixed income securities denominated in Canadian or foreign currencies that are issued by companies or governments.

• Mackenzie Unconstrained Bond ETF (TSX:MUB) seeks to provide a positive total return over a market cycle, regardless of market conditions, by investing primarily in fixed income securities of issuers anywhere in the world and in derivative instruments.

• Mackenzie Floating Rate Income ETF (TSX:MFT) seeks to generate current income by investing primarily in floating rate debt instruments and/or high yield debt securities of issuers located anywhere in the world.

• Mackenzie Core Plus Canadian Fixed Income ETF (TSX:MKB) seeks to provide a steady flow of income by investing primarily in investment-grade Canadian government and corporate fixed income instruments and asset-backed securities with maturities of more than one year.

CHANGE IN ASSETS UNDER MANAGEMENT – Q1 2016 VS. Q1 2015

Mackenzie’s mutual fund assets under management were $47.6 billion at March 31, 2016, a decrease of 6.5% from $50.9 billion at March 31, 2015. Mackenzie’s sub-advisory, institutional and other accounts at March 31, 2016 were $13.1 billion, a decrease of 44.8% from $23.7 billion last year. Mackenzie’s total assets under management at March 31, 2016 were $60.7 billion, a decrease of 18.7% from $74.6 billion at March 31, 2015.

On June 5, 2015, MD Financial Management Inc. (“MD”) reassigned sub-advisory responsibilities on four fixed income mandates advised by Mackenzie. The impact on Mackenzie’s

pre-tax earnings from these mandate changes is not meaningful. The mandates had $10.3 billion in assets on June 5, 2015 and were included in Mackenzie’s ending assets for sub-advisory, institutional and other accounts at March 31, 2015 in Table 12. Following the change, Mackenzie continues to advise MD on a number of fixed income, balanced and equity mandates.

In the three months ended March 31, 2016, Mackenzie’s mutual fund gross sales were $1.8 billion, a decrease of 6.7% from $2.0 billion in the comparative period last year. Mutual fund redemptions in the current period were $2.0 billion, a decrease of 1.9% from last year. Mutual fund net redemptions for the three months ended March 31, 2016 were $198 million, as compared to net redemptions of $106 million last year. During the current quarter, market and income resulted in assets decreasing by $620 million as compared to an increase of $2.3 billion last year.

In the three months ended March 31, 2016, Mackenzie’s gross sales for total assets under management were $2.7 billion, a decrease of 27.3% from $3.7 billion in the comparative period last year. Redemptions in the current period were $3.1 billion, 1.6% lower than the first quarter of 2015. Net redemptions for the three months ended March 31, 2016 were $387 million, as compared to net sales of $569 million last year. During the current quarter, market and income resulted in assets decreasing by $576 million as compared to an increase of $3.2 billion last year.

Redemptions of long-term mutual funds in the three month period ended March 31, 2016, were $2.0 billion, unchanged from the first quarter of 2015. Mackenzie’s annualized quarterly redemption rate for long-term mutual funds was 16.9% in the first quarter of 2016, compared to 16.2% in the first quarter of 2015. Mackenzie’s twelve-month trailing redemption rate for long-term mutual funds was 16.4% at March 31, 2016, as compared to 14.4% last year. The corresponding average twelve-month trailing redemption rate for long-term mutual funds for all other members of IFIC was approximately 15.2% at March 31, 2016. Mackenzie’s twelve-month trailing redemption rate is comprised of the weighted average redemption rate for front-end load assets, deferred sales charge and low load assets with redemption fees, and deferred sales charge assets without redemption fees (matured assets). Generally, redemption rates for front-end load assets and matured assets are higher than the redemption rates for deferred sales charge and low load assets with redemption fees.

CHANGE IN ASSETS UNDER MANAGEMENT – Q1 2016 VS. Q4 2015

Mackenzie’s mutual fund assets under management were $47.6 billion at March 31, 2016, a decrease of 1.7% from




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

$48.4 billion at December 31, 2015. Mackenzie’s sub-advisory, institutional and other accounts decreased by 1.1% from $13.2 billion to $13.1 billion at March 31, 2016. Mackenzie’s total assets under management at March 31, 2016, were $60.7 billion, a decrease of 1.6% from $61.7 billion at December 31, 2015, as summarized in Table 12.

For the quarter ended March 31, 2016, Mackenzie mutual fund gross sales were $1.8 billion, an increase of 11.4% from the fourth quarter of 2015. Mutual fund redemptions, which totalled $2.0 billion for the first quarter, decreased by 1.9% from the previous quarter. Net redemptions of Mackenzie mutual funds for the current quarter were $198 million compared with net redemptions of $427 million in the previous quarter. During the fourth quarter of 2015, certain third party programs, which include Mackenzie mutual funds, made fund allocation changes resulting in gross sales of $58 million, redemptions of $297 million and net redemptions of $239 million. Excluding this

transaction in the fourth quarter, gross sales increased 15.5% and redemptions increased 14.4% in the first quarter of 2016 compared to the fourth quarter of 2015, and net redemptions were $198 million compared to net redemptions of $188 million in the fourth quarter.

Redemptions of long-term mutual fund assets in the current quarter were $2.0 billion, unchanged from the fourth quarter of 2015. Mackenzie’s annualized quarterly redemption rate for long-term mutual funds for the current quarter was 16.9%, compared to 16.7% for the fourth quarter. Mackenzie’s annualized quarterly redemption rate for long-term funds for the fourth quarter, excluding rebalance transactions, was 14.3%. Net redemptions of long-term funds for the current quarter were $228 million compared to net redemptions of $454 million in the previous quarter. Excluding rebalance transactions during the fourth quarter of 2015, net redemptions of long-term funds were $215 million.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

REVIEW OF SEGMENT OPERATING RESULTS

Mackenzie’s earnings before interest and taxes are presented in Table 13.

Q1 2016 VS. Q1 2015

REVENUES

The largest component of Mackenzie’s revenues is management fees. The amount of management fees depends on the level and composition of assets under management. Management fee rates vary depending on the investment objective and the account type of the underlying assets under management. For example, equity-based mandates have higher management fee rates than fixed income mandates and retail mutual fund accounts have higher management fee rates than sub-advised and institutional accounts. The majority of Mackenzie’s mutual fund assets are purchased on a retail basis.

Within Mackenzie’s retail mutual fund offering, certain series are offered for fee-based programs of participating dealers whereby dealer compensation is charged directly by the dealer to a client (primarily Series F). As Mackenzie does not pay the dealer compensation, these series have lower management fees. At March 31, 2016, these series had $3.6 billion in assets, an increase of 16.3% from the prior year.

Management fees were $160.5 million for the three months ended March 31, 2016, a decrease of $17.5 million or 9.8% from $178.0 million last year. The net decrease in management fees was due to the decline in average assets under management of 18.8% in the three months ended March 31, 2016, offset by an increase in average management fee rate. Mackenzie’s

average management fee rate in the first quarter of 2016 was 108.0 basis points compared to 98.1 basis points in 2015. The increase in average management fee rate was due to a change in the composition of assets under management, including the impact of having a greater share in retail-priced products, following the loss of certain sub-advisory mandates from MD Financial Management Inc. as previously discussed. In addition, there was one more calendar day in the first quarter of 2016 than in the first quarter of 2015 which resulted in an increase in management fees in the current quarter.

Mackenzie earns administration fees primarily from providing services to its mutual funds. Administration fees were $22.4 million for the three months ended March 31, 2016, as compared to $25.5 million in 2015. Effective April 1, 2015, as part of the retail pricing changes previously announced, the fund operating expense adjustment that had been in place since August 1, 2007 was discontinued. Under this adjustment, Mackenzie was entitled to a payment from certain funds should such funds not exceed a pre-established level of net assets. The impact of eliminating the fund operating expense adjustment was a decline in administration fees of $1.0 million for the three months ended March 31, 2016.

Mackenzie earns distribution fee income on redemptions of mutual fund assets sold on a deferred sales charge purchase option and on a low load purchase option. Redemption fees charged for deferred sales charge assets range from 5.5% in the first year and decrease to zero after seven years. Redemption fees for low load assets range from 2.0% to 3.0% in the first year and decrease to zero after two or three years, depending on the purchase option. Distribution fee income in the three

TABLE 13: OPERATING RESULTS – MACKENZIE

% CHANGE


Revenues Management fees $ 160.5 $ 169.8 $ 178.0 (5.5) % (9.8) % Administration fees 22.4 23.8 25.5 (5.9) (12.2) Distribution fees 2.5 2.4 3.2 4.2 (21.9)

185.4 196.0 206.7 (5.4) (10.3) Net investment income and other 0.3 1.1 4.2 (72.7) (92.9)

185.7 197.1 210.9 (5.8) (11.9)

Expenses Commission 14.3 13.8 15.7 3.6 (8.9) Trailing commission 57.4 60.1 62.1 (4.5) (7.6) Non-commission 77.6 72.3 76.2 7.3 1.8

149.3 146.2 154.0 2.1 (3.1)

Earnings before interest and taxes $ 36.4 $ 50.9 $ 56.9 (28.5) % (36.0) %




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

months ended March 31, 2016 was $2.5 million, a decrease of $0.7 million from $3.2 million last year.

Net investment income and other includes investment returns related to Mackenzie’s investments in proprietary funds. These investments are generally made in the process of launching a fund and are sold as third party investors subscribe. Net investment income and other was $0.3 million for the three months ended March 31, 2016 compared to $4.2 million last year.

EXPENSES

Mackenzie’s expenses were $149.3 million for the three months ended March 31, 2016, a decrease of $4.7 million or 3.1% from $154.0 million in 2015.

Mackenzie pays selling commissions to the dealers that sell its mutual funds on a deferred sales charge and low load purchase option. The expense for deferred selling commissions consists of the amortization of the asset over its useful life and the reduction of the unamortized deferred selling commission asset associated with redemptions. Mackenzie amortizes selling commissions over a maximum period of three years from the date of original purchase of the applicable low load assets and over a maximum period of seven years from the date of original purchase of the applicable deferred sales charge assets. Commission expense was $14.3 million in the three months ended March 31, 2016, as compared to $15.7 million last year. This decline is consistent with the lower amount of deferred sales commissions paid in recent years combined with lower write-offs of the unamortized balance of deferred sales commissions associated with redemptions.

Trailing commissions paid to dealers are paid on certain classes of retail mutual funds and are calculated as a percentage of mutual fund assets under management. These fees vary depending on the fund type and the purchase option upon which the fund was sold: front-end, deferred sales charge or low load. Trailing commissions were $57.4 million in the three months ended March 31, 2016, a decrease of $4.7 million or 7.6% from $62.1 million last year. The change in trailing commissions resulted from the decline of 7.4% in average mutual fund assets for the three months ended March 31, 2016. Trailing commissions as a percentage of average mutual fund assets under management were 49.1 basis points in the three months ended March 31, 2016, compared to 49.2 basis points in 2015.

Non-commission expenses are incurred by Mackenzie in the administration, marketing and management of its assets under management. Non-commission expenses were $77.6 million in the three months ended March 31, 2016, an increase of $1.4 million or 1.8% from $76.2 million in 2015.

Q1 2016 VS. Q4 2015

REVENUES

Mackenzie’s revenues were $185.7 million for the current quarter, a decrease of $11.4 million or 5.8% from $197.1 million in the fourth quarter of 2015.

Management fees were $160.5 million for the current quarter, a decrease of $9.3 million or 5.5% from $169.8 million in the fourth quarter of 2015. Factors contributing to the net decrease in management fees are as follows:

• Average total assets under management were $59.8 billion in the current quarter compared to $61.7 billion in the prior quarter, a decrease of 3.1%.

• Mackenzie’s average management fee rate was 108.0 basis points in the current quarter as compared to 109.5 basis points in the fourth quarter of 2015 due to a change in the composition of assets under management.

• There was one less calendar day in the first quarter of 2016 than in the fourth quarter of 2015, which resulted in a decrease of $1.8 million.

Administration fees were $22.4 million in the current quarter, a decrease of $1.4 million or 5.9% from $23.8 million in the prior quarter. The decrease in the quarter was due to a decline in average assets under management.

Net investment income and other includes investment returns related to Mackenzie’s investments in proprietary funds. These investments are generally made in the process of launching a fund and are sold as third party investors subscribe. Net investment income and other was $0.3 million for the current quarter compared to $1.1 million in the fourth quarter of 2015.

EXPENSES

Mackenzie’s expenses were $149.3 million for the current quarter, an increase of $3.1 million or 2.1% from $146.2 million in the fourth quarter of 2015.

Commission expense related to the amortization of selling commissions was $14.3 million in the quarter ended March 31, 2016, an increase of 3.6% from the fourth quarter of 2015.

Trailing commissions were $57.4 million in the current quarter, a decrease of $2.7 million or 4.5% from $60.1 million in the fourth quarter of 2015. The change in trailing commissions reflects the 3.6% period over period decrease in average mutual fund assets under management. The effective trailing commission rate for the first quarter was 49.1 basis points compared to 49.6 basis points in the fourth quarter of 2015.

Non-commission expenses were $77.6 million in the current quarter compared to $72.3 million in the fourth quarter of 2015. The increase related primarily to the seasonal nature of certain expenses normally incurred in the first quarter.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

CORPORATE AND OTHERREVIEW OF SEGMENT OPERATING RESULTS

The Corporate and Other segment includes net investment income not allocated to the Investors Group or Mackenzie segments, the Company’s proportionate share of earnings of its affiliate, Great-West Lifeco Inc. (Lifeco), operating results for Investment Planning Counsel Inc., other income, as well as consolidation elimination entries.

Corporate and other earnings before interest and taxes are presented in Table 14.

Q1 2016 VS. Q1 2015

Net investment income and other increased to $29.6 million in the first quarter of 2016 compared to $29.3 million in 2015. The increase in the three month period was largely due to an increase in the Company’s proportionate share of Lifeco’s earnings, as discussed in the Consolidated Financial Position

section of this MD&A, offset in part by lower interest income on cash and cash equivalents.

Earnings before interest and taxes related to Investment Planning Counsel were $0.6 million higher in the first quarter of 2016 compared to the same period in 2015.

Q1 2016 VS. Q4 2015

Net investment income and other totalled $29.6 million in the first quarter of 2016 compared to $31.0 million in the fourth quarter of 2015 primarily due to a decrease in the Company’s proportionate share of Lifeco’s earnings as discussed in the Consolidated Financial Position section of this MD&A.

Earnings before interest and taxes related to Investment Planning Counsel were $1.1 million lower in the first quarter of 2016 compared with the previous quarter.

TABLE 14: OPERATING RESULTS – CORPORATE AND OTHER

% CHANGE


Revenues Fee income $ 62.0 $ 61.7 $ 63.7 0.5 % (2.7) % Net investment income and other 29.6 31.0 29.3 (4.5) 1.0

91.6 92.7 93.0 (1.2) (1.5)

Expenses Commission 42.4 41.4 44.1 2.4 (3.9) Non-commission 15.3 15.0 16.1 2.0 (5.0)

57.7 56.4 60.2 2.3 (4.2)

Earnings before interest and taxes $ 33.9 $ 36.3 $ 32.8 (6.6) % 3.4 %




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

IGM Financial’s total assets were $14.8 billion at March 31, 2016, unchanged from December 31, 2015.

SECURITIES

The composition of the Company’s securities holdings is detailed in Table 15.

AVAILABLE FOR SALE SECURITIES

Securities classified as available for sale include investments in proprietary investment funds. Unrealized gains and losses on available for sale securities are recorded in Other comprehensive income until they are realized or until management determines that there is objective evidence of impairment, at which time they are reclassified to the Consolidated Statements of Earnings and any subsequent losses are also recorded in net earnings.

FAIR VALUE THROUGH PROFIT OR LOSS SECURITIES

Securities classified as fair value through profit or loss include equity securities and proprietary investment funds. Unrealized gains and losses are recorded in Net investment income and other in the Consolidated Statements of Earnings.

Certain proprietary investment funds are consolidated where the Company has made the assessment that it controls the investment fund as discussed in Note 2 of the Consolidated Financial Statements included in the 2015 IGM Financial Inc. Annual Report (Annual Financial Statements). The underlying securities of these funds are classified as held for trading and recognized at fair value through profit or loss.

LOANS

The composition of the Company’s loans is detailed in Table 16.

Loans consisted of residential mortgages and represented 51.2% of total assets at March 31, 2016, compared to 49.8% at December 31, 2015.

Loans classified as loans and receivables are primarily comprised of residential mortgages sold to securitization programs sponsored by third parties that in turn issue securities to investors. An offsetting liability, Obligations to securitization entities, has been recorded and totalled $7.2 billion at March 31, 2016, compared to $7.1 billion at December 31, 2015.

Loans classified as held for trading are residential mortgages held temporarily by the Company pending sale or securitization.

Residential mortgages originated by Investors Group are funded primarily through sales to third parties on a fully serviced basis, including Canada Mortgage and Housing Corporation (CMHC) or Canadian bank sponsored securitization programs. Investors Group services $12.9 billion of residential mortgages, including $2.3 billion originated by subsidiaries of Lifeco.

SECURITIZATION ARRANGEMENTS

Through the Company’s mortgage banking operations, residential mortgages originated by Investors Group mortgage planning specialists are sold to securitization trusts sponsored by third parties that in turn issue securities to investors. The Company securitizes residential mortgages through the CMHC sponsored National Housing Act Mortgage-Backed Securities

IGM FINANCIAL INC.CONSOLIDATED FINANCIAL POSITION

TABLE 15: SECURITIES

MARCH 31, 2016 DECEMBER 31, 2015 ($ millions) COST FAIR VALUE COST FAIR VALUE

Available for sale Proprietary investment funds $ 8.5 $ 8.6 $ 6.0 $ 6.1

Fair value through profit or loss Equity securities 12.1 11.3 12.2 10.5 Proprietary investment funds 44.7 45.0 33.7 34.2

56.8 56.3 45.9 44.7

$ 65.3 $ 64.9 $ 51.9 $ 50.8




PA

RT

D

IGM

FINA

NC

IAL IN

C.

In the first quarter of 2016, the Company securitized loans through its mortgage banking operations with cash proceeds of $596.9 million compared to $374.2 million in 2015. Additional information related to the Company’s securitization activities, including the Company’s hedges of related reinvestment and interest rate risk, can be found in the Financial Risk section of this MD&A and in Note 4 of the Interim Financial Statements.

INVESTMENT IN AFFILIATE

Investment in affiliate represents the Company’s 4% equity interest in Great-West Lifeco Inc. (Lifeco). IGM Financial and Lifeco are controlled by Power Financial Corporation.

The equity method is used to account for IGM Financial’s investment in Lifeco, as it exercises significant influence. The Company’s proportionate share of Lifeco’s earnings is recorded in Net investment income and other in the Corporate and other reportable segment. Changes in the carrying value for the three months ended March 31, 2016 compared with 2015 are shown in Table 17.

(NHA MBS) and the Canada Mortgage Bond Program (CMB Program) and through Canadian bank-sponsored asset-backed commercial paper (ABCP) programs. The Company retains servicing responsibilities and certain elements of credit risk and prepayment risk associated with the transferred assets. The Company’s credit risk on its securitized mortgages is mitigated through the use of insurance. Derecognition of financial assets in accordance with IFRS is based on the transfer of risks and rewards of ownership. As the Company has retained prepayment risk and certain elements of credit risk associated with the Company’s securitization transactions through the CMB and ABCP programs, they are accounted for as secured borrowings. The Company records the transactions under these programs as follows: (i) the mortgages and related obligations are carried at amortized cost, with interest income and interest expense, utilizing the effective interest rate method, recorded over the term of the mortgages, (ii) the component of swaps entered into under the CMB Program whereby the Company pays coupons on Canada Mortgage Bonds and receives investment returns on the reinvestment of repaid mortgage principal, are recorded at fair value, and (iii) cash reserves held under the ABCP program are carried at amortized cost.

TABLE 16: LOANS

2016 2015 ($ millions) MARCH 31 DECEMBER 31

Loans and receivables $ 6,999.6 $ 7,008.9 Less: Collective allowance 0.7 0.7

6,998.9 7,008.2Held for trading 577.9 384.2

$ 7,576.8 $ 7,392.4

TABLE 17: INVESTMENT IN AFFILIATE

THREE MONTHS ENDED 2016 2015 ($ millions) MAR. 31 MAR. 31

Carrying value, beginning of period $ 904.3 $ 794.4 Proportionate share of earnings 27.8 25.9 Dividends received (13.7) (12.9) Proportionate share of other comprehensive income (loss) and other adjustments 12.1 (4.5)

Carrying value, end of period $ 930.5 $ 802.9

Fair value, end of period $ 1,417.0 $ 1,451.6




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

LIQUIDITY

Cash and cash equivalents totalled $607.2 million at March 31, 2016 compared with $983.0 million at December 31, 2015. Cash and cash equivalents related to the Company’s deposit operations were $3.2 million at March 31, 2016, compared to $2.8 million at December 31, 2015 and $4.7 million at March 31, 2015, as shown in Table 18.

Working capital totalled $841.8 million at March 31, 2016 compared with $980.3 million at December 31, 2015 and $1,277.1 million at March 31, 2015. Working capital excludes the Company’s deposit operations.

Working capital is utilized to:

• Finance ongoing operations, including the funding of selling commissions.

• Temporarily finance mortgages in its mortgage banking operations.

• Pay interest and dividends related to long-term debt and preferred shares.

• Maintain liquidity requirements for regulated entities.

• Pay quarterly dividends on its outstanding common shares.

• Finance common share repurchases related to the Company’s normal course issuer bid.

IGM Financial continues to generate significant cash flows from its operations. Adjusted earnings before interest, taxes, depreciation and amortization (Adjusted EBITDA) totalled $304.2 million in the first quarter of 2016 compared to $348.9 million in the first quarter of 2015 and $346.4 million in the fourth quarter of 2015. Adjusted EBITDA for each period

under review excludes the impact of amortization of deferred selling commissions which totalled $59.8 million in the first quarter of 2016 compared to $58.7 million in the first quarter of 2015 and $58.6 million in the fourth quarter of 2015. As well as being an important alternative measure of performance, EBITDA is a common measure utilized by investment analysts and credit rating agencies in reviewing asset management companies.

Refer to the Financial Instruments Risk section of this MD&A for information related to other sources of liquidity and to the Company’s exposure to and management of liquidity and funding risk.

CASH FLOWS

Table 19 – Cash Flows is a summary of the Consolidated Statements of Cash Flows which forms part of the Interim Financial Statements for the quarter ended March 31, 2016. Cash and cash equivalents decreased by $375.8 million in the quarter compared to a decrease of $93.1 million in 2015.

Operating activities, before payment of commissions, generated $113.5 million during the quarter ended March 31, 2016, as compared to $216.5 million in 2015. Cash commissions paid were $73.8 million in 2016 compared to $84.8 million in 2015. Cash flows from operating activities, net of commissions paid, were $39.7 million in 2016 as compared to $131.7 million in 2015.

Financing activities during the three months ended March 31, 2016 compared to 2015 related to:

• A net decrease of $9.2 million in deposits and certificates in 2016 compared to a net increase of $29.2 million in 2015.

CONSOLIDATED LIQUIDITY AND CAPITAL RESOURCES

TABLE 18: DEPOSIT OPERATIONS – FINANCIAL POSITION

2016 2015 2015 ($ millions) MAR. 31 DEC. 31 MAR. 31

Assets Cash and cash equivalents $ 3.2 $ 2.8 $ 4.7 Accounts and other receivables 283.0 292.3 234.3 Loans 25.5 25.4 24.4

Total assets $ 311.7 $ 320.5 $ 263.4

Liabilities and shareholders’ equity Deposit liabilities $ 300.9 $ 310.1 $ 252.5 Other liabilities 0.5 0.5 0.6 Shareholders’ equity 10.3 9.9 10.3

Total liabilities and shareholders’ equity $ 311.7 $ 320.5 $ 263.4




PA

RT

D

IGM

FINA

NC

IAL IN

C.

• A net increase of $65.2 million in 2016 arising from obligations to securitization entities compared to a net decrease of $61.7 million in 2015.

• Proceeds received on the issuance of common shares of $0.4 million in 2016 compared with $12.2 million in 2015.

• The purchase of 2,991,900 common shares in 2016 under IGM Financial’s normal course issuer bid at a cost of $104.3 million compared with the purchase of 1,385,000 common shares at a cost of $62.1 million in 2015.

• The payment of perpetual preferred share dividends which totalled $2.2 million in 2016, unchanged from 2015.

• The payment of regular common share dividends which totalled $137.8 million in 2016 compared to $141.4 million in 2015.

Investing activities during the three months ended March 31, 2016 compared to 2015 primarily related to:

• The purchases of securities totalling $24.9 million and sales of securities with proceeds of $10.8 million in 2016 compared to $10.0 million and $21.8 million, respectively, in 2015.

• A net increase in loans of $183.5 million in 2016 compared to a net decrease of $7.9 million in 2015 primarily related to residential mortgages in the Company’s mortgage banking operations.

• Net cash used in additions to intangible assets and acquisitions were $17.0 million in 2016 compared to $13.9 million in 2015.

CAPITAL RESOURCES

The Company’s capital management objective is to maximize shareholder returns while ensuring that the Company is capitalized in a manner which appropriately supports regulatory requirements, working capital needs and business expansion. The Company’s capital management practices are focused on preserving the quality of its financial position by maintaining a solid capital base and a strong balance sheet. Capital of the Company consists of long-term debt, perpetual preferred shares and common shareholders’ equity which totalled $6.1 billion at March 31, 2016, compared to $6.2 billion at December 31, 2015. The Company regularly assesses its capital management practices in response to changing economic conditions.

The Company’s capital is primarily utilized in its ongoing business operations to support working capital requirements, long-term investments made by the Company, business expansion and other strategic objectives. Subsidiaries subject to regulatory capital requirements include investment dealers, mutual fund dealers, exempt market dealers, portfolio managers, investment fund managers and a trust company. These subsidiaries are required to maintain minimum levels of capital based on either working capital, liquidity or shareholders’ equity. The Company’s subsidiaries have complied with all regulatory capital requirements.

The total outstanding long-term debt was $1,325.0 million at March 31, 2016, unchanged from December 31, 2015. Long-term debt is comprised of debentures which are senior unsecured debt obligations of the Company subject to standard covenants, including negative pledges, but which do not include any specified financial or operational covenants.

TABLE 19: CASH FLOWS

THREE MONTHS ENDED 2016 2015 ($ millions) MAR. 31 MAR. 31 % CHANGE

Operating activities Before payment of commissions $ 113.5 $ 216.5 (47.6) % Commissions paid (73.8) (84.8) 13.0

Net of commissions paid 39.7 131.7 (69.9)Financing activities (187.8) (226.0) 16.9Investing activities (227.7) 1.2 N/M

Decrease in cash and cash equivalents (375.8) (93.1) N/M

Cash and cash equivalents, beginning of period 983.0 1,216.0 (19.2)

Cash and cash equivalents, end of period $ 607.2 $ 1,122.9 (45.9) %




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

Perpetual preferred shares of $150 million at March 31, 2016 remain unchanged from December 31, 2015.

The Company purchased 2,991,900 common shares during the three months ended March 31, 2016 at a cost of $104.3 million under its normal course issuer bid (refer to Note 5 to the Interim Financial Statements). The Company commenced a normal course issuer bid on March 20, 2016 to purchase up to 5% of its common shares in order to mitigate the dilutive effect of stock options issued under the Company’s stock option plan and for other capital management purposes. Other activities in 2016 included the declaration of perpetual preferred share dividends of $2.2 million or $0.36875 per share and common share dividends of $136.1 million or $0.5625 per share. Changes in common share capital are reflected in the Consolidated Statements of Changes in Shareholders’ Equity.

In connection with its normal course issuer bid, the Company has established an automatic securities purchase plan for its common shares. The automatic securities purchase plan provides standard instructions regarding how IGM Financial’s common shares are to be purchased under its normal course issuer bid during certain pre-determined trading blackout periods. Outside of these pre-determined trading blackout periods, purchases under the Company’s normal course issuer bid will be completed based upon management’s discretion.

The current rating by Standard & Poor’s (S&P) of the Company’s senior unsecured debentures is “A” with a stable outlook. Dominion Bond Rating Service’s (DBRS) current rating on the Company’s senior unsecured debentures is “A (High)” with a stable rating trend.

Credit ratings are intended to provide investors with an independent measure of the credit quality of the securities of a company and are indicators of the likelihood of payment and the capacity of a company to meet its obligations in accordance with the terms of each obligation. Descriptions of the rating categories for each of the agencies set forth below have been obtained from the respective rating agencies’ websites.

These ratings are not a recommendation to buy, sell or hold the securities of the Company and do not address market price or other factors that might determine suitability of a specific security for a particular investor. The ratings also may not reflect the potential impact of all risks on the value of securities and are subject to revision or withdrawal at any time by the rating organization.

The A rating assigned to IGM Financial’s senior unsecured debentures by S&P is the sixth highest of the 22 ratings used for long-term debt. This rating indicates S&P’s view that the

Company’s capacity to meet its financial commitment on the obligation is strong, but the obligation is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories.

According to S&P, the “Stable” rating outlook means that S&P considers that the rating is unlikely to change over the intermediate term.

The A (High) rating assigned to IGM Financial’s senior unsecured debentures by DBRS is the fifth highest of the 26 ratings used for long-term debt. Under the DBRS long-term rating scale, debt securities rated A (High) are of good credit quality and the capacity for the payment of financial obligations is substantial. While this is a favourable rating, entities in the A (High) category may be vulnerable to future events, but qualifying negative factors are considered manageable.

According to DBRS, the “Stable” rating trend helps give investors an understanding of DBRS’s opinion regarding the outlook for the rating.


Table 20 presents the carrying amounts and fair values of financial assets and financial liabilities. The table excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. These items include cash and cash equivalents, accounts and other receivables, certain other financial assets, accounts payable and accrued liabilities, and certain other financial liabilities.

Fair value is determined using the following methods and assumptions:

• Securities and other financial assets and liabilities are valued using quoted prices from active markets, when available. When a quoted market price is not readily available, valuation techniques are used that require assumptions related to discount rates and the timing and amount of future cash flows. Wherever possible, observable market inputs are used in the valuation techniques.

• Loans classified as held for trading are valued using market interest rates for loans with similar credit risk and maturity.

• Loans classified as loans and receivables are valued by discounting the expected future cash flows at prevailing market yields.

• Obligations to securitization entities are valued by discounting the expected future cash flows at prevailing market yields for securities issued by these securitization entities having similar terms and characteristics.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

• Deposits and certificates are valued by discounting the contractual cash flows using market interest rates currently offered for deposits with similar terms and credit risks.

• Long-term debt is valued using quoted prices for each debenture available in the market.

• Derivative financial instruments are valued based on quoted market prices, where available, prevailing market rates for instruments with similar characteristics and maturities, or discounted cash flow analysis.

See Note 10 of the Interim Financial Statements which provides additional discussion on the determination of fair value of financial instruments.

Although there were changes to both the carrying values and fair values of financial instruments, these changes did not have a material impact on the financial condition of the Company for the three months ended March 31, 2016.

TABLE 20: FINANCIAL INSTRUMENTS

MARCH 31, 2016 DECEMBER 31, 2015 ($ millions) CARRYING VALUE FAIR VALUE CARRYING VALUE FAIR VALUE

Financial assets recorded at fair value Securities – Available for sale $ 8.6 $ 8.6 $ 6.1 $ 6.1 – Held for trading 56.3 56.3 44.7 44.7 Loans – Held for trading 577.9 577.9 384.2 384.2 Derivative financial instruments 66.4 66.4 58.4 58.4 Other financial assets 9.3 9.3 9.3 9.3Financial assets recorded at amortized cost Loans – Loans and receivables 6,998.9 7,249.8 7,008.2 7,265.9Financial liabilities recorded at fair value Derivative financial instruments 58.4 58.4 57.8 57.8 Other financial liabilities 5.7 5.7 4.1 4.1Financial liabilities recorded at amortized cost Deposits and certificates 300.9 302.3 310.1 311.8 Obligations to securitization entities 7,154.9 7,264.2 7,092.4 7,272.4 Long-term debt 1,325.0 1,657.3 1,325.0 1,661.2




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

The Company is exposed to a variety of risks that are inherent in its business activities. Its ability to manage these risks is key to its ongoing success. The Company emphasizes a strong risk management culture and the implementation of an effective risk management approach. The risk management approach coordinates risk management across the organization and its business units and seeks to ensure prudent and measured risk-taking in order to achieve an appropriate balance between risk and return. Fundamental to our enterprise risk management program is protecting and enhancing our reputation.

RISK MANAGEMENT FRAMEWORK

The Company’s risk management approach is undertaken through its Enterprise Risk Management (ERM) Framework which includes five core elements: risk governance, risk appetite, risk principles, a defined risk management process, and risk management culture. The ERM Framework is established under the Company’s ERM Policy, which is approved by the Risk Management Committee.

RISK GOVERNANCE

The Company’s risk governance structure emphasizes a comprehensive and consistent framework throughout the Company and its subsidiaries, with identified ownership of risk management in each business unit and oversight by an executive Risk Management Committee accountable to the Executive Committee of the Board. Additional oversight is provided by the Enterprise Risk Management (ERM) Department, corporate and distribution compliance groups, and the Company’s Internal Audit Department.

The Board of Directors provides oversight and carries out its risk management mandate primarily through the following committees:

• The Executive Committee is responsible for the oversight of enterprise risk management by: i) ensuring that appropriate procedures are in place to identify and manage risks and establish risk tolerances, ii) ensuring that appropriate policies, procedures and controls are implemented to manage risks, and iii) reviewing the risk management process on a regular basis to ensure that it is functioning effectively.

• The Investment Committee oversees management of the Company’s financial risks, being market risk, credit risk, and liquidity and funding risk by: i) ensuring that appropriate procedures are in place to identify and manage financial risks in accordance with tolerances, ii) monitoring the implementation and maintenance of appropriate policies, procedures and controls to manage financial risks, and iii) reviewing the financial risk management process on a regular basis to ensure that it is functioning effectively.

• The Audit Committee has specific risk oversight responsibilities in relation to financial disclosure, internal controls and the control environment as well as the Company’s compliance activities.

• Other committees having specific risk oversight responsibilities include: i) the Compensation Committee which oversees compensation policies and practices, ii) the Governance and Nominating Committee which oversees corporate governance practices, and iii) the Related Party and Conduct Review Committee which oversees conflicts of interest as well as the administration of the Code of Business Conduct and Ethics for Directors, Officers and Employees (Code of Conduct).

Management oversight for risk management resides with the executive Risk Management Committee which is comprised of the Co-Presidents and Chief Executive Officers, the Chief Financial Officer, and the General Counsel and Chief Compliance Officer. The committee is responsible for management providing oversight of the Company’s risk management process by: i) establishing and maintaining the risk framework and policy, ii) defining the Company’s risk appetite, iii) ensuring the Company’s risk profile and processes are aligned with corporate strategy and risk appetite, and iv) establishing “tone at the top” and reinforcing a strong culture of risk management.

The Chief Executive Officers of the operating companies have overall responsibility for overseeing risk management of their respective companies.

The Company has assigned responsibility for risk management using the Three Lines of Defence model, with the First Line reflecting the business units having primary responsibility for risk management, supported by Second Line risk management functions and a Third Line Internal Audit function providing assurance and validation of the design and effectiveness of the ERM Framework.

First Line of Defence

The leaders of the various business units and support functions have primary ownership and accountability for the ongoing risk management associated with their respective activities. Responsibilities of business unit and support function leaders include: i) establishing and maintaining procedures for the identification, assessment, documentation and escalation of risks, ii) implementing control activities to mitigate risks, iii) identifying opportunities for risk reduction or transfer, and iv) aligning business and operational strategies with the risk culture and risk appetite of the organization as established by the Risk Management Committee.

RISK MANAGEMENT




PA

RT

D

IGM

FINA

NC

IAL IN

C.

Second Line of Defence

The Enterprise Risk Management (ERM) Department provides oversight, analysis and reporting to the Risk Management Committee on the level of risks relative to the established risk appetite for all activities of the Company. Other responsibilities include: i) developing and maintaining the enterprise risk management program and framework, ii) managing the enterprise risk management process, and iii) providing guidance and training to business unit and support function leaders.

The Company has a number of committees of senior business leaders which provide oversight of specific business risks, including the Financial Risk Management and Information Services Risk Oversight committees. These committees perform critical reviews of risk assessments, risk management practices and risk response plans developed by business units and support functions.

Other oversight accountabilities reside with the Company’s corporate and sales compliance groups which are responsible for ensuring compliance with policies, laws and regulations.

Third Line of Defence

The Internal Audit Department is the third line of defence and provides independent assurance to senior management and the Board of Directors on the effectiveness of risk management policies, processes and practices.

RISK APPETITE AND RISK PRINCIPLES

The Risk Management Committee establishes the Company’s appetite for different types of risk through the Risk Appetite Framework. Under the Risk Appetite Framework, one of four appetite levels is established for each risk type and business activity of the Company. These appetite levels range from those where the Company has no appetite for risk and seeks to minimize any losses, to those where the Company readily accepts exposure while seeking to ensure that risks are well understood and managed. These appetite levels guide our business units as they engage in business activities, and inform them in establishing policies, limits, controls and risk transfer activities.

A Risk Appetite Statement and Risk Principles provide further guidance to business leaders and employees as they conduct risk management activities. The Risk Appetite Statement’s emphasis is to maintain the Company’s reputation and brand, ensure financial flexibility, and focus on mitigating operational risk.

RISK MANAGEMENT PROCESS

The Company’s risk management process is designed to foster:

• Ongoing assessment of risks and tolerance in a changing operating environment.

• Appropriate identification and understanding of existing and emerging risks and risk response.

• Timely monitoring and escalation of risks based upon changing circumstances.

Significant risks that may adversely affect the Company’s ability to achieve its strategic and business objectives are identified through the Company’s ongoing risk management process.

We use a consistent methodology across our organizations and business units for identification and assessment of risks. Risks are assessed by evaluating the impact and likelihood of the potential risk event after consideration of controls and any risk transfer activities. The results of these assessments are considered relative to risk appetite and tolerances and may result in action plans to adjust the risk profile.

Risk assessments are monitored and reviewed on an ongoing basis by business units and by oversight areas including the ERM Department. The ERM Department promotes and coordinates communication and consultation to support effective risk management and escalation. The ERM Department regularly reports on the results of risk assessments and on the assessment process to the Risk Management Committee and to the Executive Committee of the Board.

RISK MANAGEMENT CULTURE

Risk management is intended to be everyone’s responsibility within the organization. The ERM Department engages all business units in workshops to foster awareness and incorporation of our risk framework into our business activities.

We have an established business planning process which reinforces our risk management culture. Our compensation programs are typically objectives-based, and do not encourage or reward excessive or inappropriate risk taking, and often are aligned specifically with risk management objectives.

Our risk management program emphasizes integrity, ethical practices, responsible management and measured risk-taking with a long-term view. Our standards of integrity and ethics are reflected within our Code of Conduct which applies to directors, officers and employees.

KEY RISKS OF THE BUSINESS

The Company identifies risks to which its businesses and operations could be exposed considering factors both internal and external to the organization. These risks are broadly grouped into six categories.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

1) FINANCIAL RISK

LIQUIDITY AND FUNDING RISK

Liquidity and funding risk is the risk of the inability to generate or obtain sufficient cash in a timely and cost-effective manner to meet contractual or anticipated commitments as they come due or arise.

The Company’s liquidity management practices include:

• Maintaining liquid assets and lines of credit to satisfy near term liquidity needs.

• Ensuring effective controls over liquidity management processes.

• Performing regular cash forecasts and stress testing.

• Regular assessment of capital market conditions and the Company’s ability to access bank and capital market funding.

• Ongoing efforts to diversify and expand long-term mortgage funding sources.

• Oversight of liquidity management by the Financial Risk Management Committee, a committee of finance business leaders, and by the Investment Committee of the Board of Directors.

A key funding requirement for the Company is the funding of commissions paid on the sale of mutual funds. Commissions on the sale of mutual funds continue to be paid from operating cash flows.

The Company also maintains sufficient liquidity to fund and temporarily hold mortgages pending sale or securitization to long-term funding sources. Through its mortgage banking operations, residential mortgages are sold to third parties including certain mutual funds, institutional investors through

private placements, Canadian bank-sponsored securitization trusts, and by issuance and sale of National Housing Act Mortgage-Backed Securities (NHA MBS) securities including sales to Canada Housing Trust under the CMB Program. The Company maintains committed capacity within certain Canadian bank-sponsored securitization trusts. Capacity for sales under the CMB Program consists of participation in new CMB issues and reinvestment of principal repayments held in the Principal Reinvestment Accounts. The Company’s continued ability to fund residential mortgages through Canadian bank-sponsored securitization trusts and NHA MBS is dependent on securitization market conditions and government regulations that are subject to change. A condition of the NHA MBS and CMB Program is that securitized loans be insured by an insurer that is approved by CMHC. The availability of mortgage insurance is dependent upon market conditions and is subject to change.

As part of ongoing liquidity management during 2016 and 2015, the Company:

• Continued to expand our funding channels by issuing NHA MBS to multiple purchasers.

• Continued to assess additional funding sources for the Company’s mortgage banking operations.

The Company’s contractual obligations are reflected in Table 21.

In addition to IGM Financial’s current balance of cash and cash equivalents, liquidity is available through the Company’s lines of credit. The Company’s lines of credit with various Schedule I Canadian chartered banks totalled $525 million as at March 31, 2016, unchanged from December 31, 2015. The lines of credit as at March 31, 2016 consisted of committed lines of $350 million (December 31, 2015 – $350 million) and

TABLE 21: CONTRACTUAL OBLIGATIONS

AS AT MARCH 31, 2016 LESS THAN 1-5 AFTER ($ millions) DEMAND 1 YEAR YEARS 5 YEARS TOTAL

Derivative financial instruments $ – $ 18.3 $ 38.8 $ 1.3 $ 58.4Deposits and certificates 282.6 8.0 7.7 2.6 300.9Obligations to securitization entities – 1,062.2 6,061.2 31.5 7,154.9Long-term debt – – 525.0 800.0 1,325.0Operating leases(1) – 26.6 80.8 43.1 150.5Pension funding(2) – 16.1 – – 16.1

Total contractual obligations $ 282.6 $ 1,131.2 $ 6,713.5 $ 878.5 $ 9,005.8

(1) Includes future minimum lease payments related to office space and equipment used in the normal course of business. Lease payments are charged to earnings in the period of use.

(2) The next required actuarial valuation will be completed based on a measurement date of December 31, 2016. Pension funding requirements beyond 2016 are subject to significant variability and will be determined based on future actuarial valuations. Pension contribution decisions are subject to change, as contributions are affected by many factors including market performance, regulatory requirements, changes in assumptions and management’s ability to change funding policy.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

uncommitted lines of $175 million (December 31, 2015 – $175 million). The Company has accessed its uncommitted lines of credit in the past; however, any advances made by a bank under the uncommitted lines of credit are at the bank’s sole discretion. As at March 31, 2016 and December 31, 2015, the Company was not utilizing its committed lines of credit or its uncommitted lines of credit.

The actuarial valuation for funding purposes related to the Company’s registered defined benefit pension plan, based on a measurement date of December 31, 2013, was completed in May 2014. Based on the actuarial valuation, the registered pension plan had a solvency deficit of $23.4 million compared to $106.3 million in the previous actuarial valuation, which was based on a measurement date of December 31, 2012. The reduction in solvency deficit resulted primarily from higher interest rates and market returns on the plan assets, and is required to be funded over five years. The Company has made contributions of $3.2 million in 2016 (2015 – $3.2 million). The Company expects to make contributions of approximately $19.3 million in 2016. Pension contribution decisions are subject to change, as contributions are affected by many factors including market performance, regulatory requirements, changes in assumptions and management’s ability to change funding policy. The next required actuarial valuation will be based on a measurement date of December 31, 2016.

Management believes cash flows from operations, available cash balances and other sources of liquidity described above are sufficient to meet the Company’s liquidity needs. The Company continues to have the ability to meet its operational cash flow requirements, its contractual obligations, and its declared dividends. The current practice of the Company is to declare and pay dividends to common shareholders on a quarterly basis at the discretion of the Board of Directors. The declaration of dividends by the Board of Directors is dependent on a variety of factors, including earnings which are significantly influenced by the impact that debt and equity market performance has on the Company’s fee income and commission and certain other expenses. The Company’s liquidity position and its management of liquidity and funding risk have not changed materially since December 31, 2015.

CREDIT RISK

Credit risk is the potential for financial loss to the Company if a counterparty to a transaction fails to meet its obligations.

The Company’s cash and cash equivalents, securities holdings, mortgage portfolios, and derivatives are subject to credit risk. The Company monitors its credit risk management practices on an ongoing basis to evaluate their effectiveness.

Cash and Cash Equivalents

At March 31, 2016, cash and cash equivalents of $607.2 million (December 31, 2015 – $983.0 million) consisted of cash balances of $44.7 million (December 31, 2015 – $105.4 million) on deposit with Canadian chartered banks and cash equivalents of $562.5 million (December 31, 2015 – $877.6 million). Cash equivalents are comprised primarily of Government of Canada treasury bills totalling $64.0 million (December 31, 2015 – $132.2 million), provincial government and government guaranteed commercial paper of $226.9 million (December 31, 2015 – $446.6 million) and bankers’ acceptances issued by Canadian chartered banks of $251.6 million (December 31, 2015 – $298.8 million).

The Company manages credit risk related to cash and cash equivalents by adhering to its Investment Policy that outlines credit risk parameters and concentration limits. The Company regularly reviews the credit ratings of its counterparties. The maximum exposure to credit risk on these financial instruments is their carrying value.

The Company’s exposure to and management of credit risk related to cash and cash equivalents and fixed income securities have not changed materially since December 31, 2015.

Mortgage Portfolio

As at March 31, 2016, residential mortgages, recorded on the Company’s balance sheet, of $7.6 billion (December 31, 2015 – $7.4 billion) consisted of $7.0 billion sold to securitization programs (December 31, 2015 – $7.0 billion), $577.9 million held pending sale or securitization (December 31, 2015 – $384.2 million) and $29.0 million related to the Company’s intermediary operations (December 31, 2015 – $27.7 million).

The Company manages credit risk related to residential mortgages through:

• Adhering to its lending policy and underwriting standards;

• Its loan servicing capabilities;

• Use of client-insured mortgage default insurance and mortgage portfolio default insurance held by the Company; and

• Its practice of originating its mortgages exclusively through its own network of Mortgage Planning Specialists and Investors Group Consultants as part of a client’s comprehensive financial plan.

In certain instances, credit risk is also limited by the terms and nature of securitization transactions as described below:

• Under the NHA MBS program totalling $4.6 billion (December 31, 2015 – $4.6 billion), the Company is obligated to make timely payment of principal and coupons irrespective




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

of whether such payments were received from the mortgage borrower. However, as required by the NHA MBS program, 100% of the loans are insured by an approved insurer.

• Credit risk for mortgages securitized by transfer to bank-sponsored securitization trusts totalling $2.4 billion (December 31, 2015 – $2.4 billion) is limited to amounts held in cash reserve accounts and future net interest income, the fair values of which were $49.7 million (December 31, 2015 – $47.7 million) and $40.0 million (December 31, 2015 – $38.9 million), respectively, at March 31, 2016. Cash reserve accounts are reflected on the balance sheet, whereas rights to future net interest income are not reflected on the balance sheet and will be recorded over the life of the mortgages. This risk is further mitigated by insurance with 35.2% of mortgages held in ABCP Trusts insured at March 31, 2016 (December 31, 2015 – 36.6%).

At March 31, 2016, residential mortgages recorded on balance sheet were 76.3% insured (December 31, 2015 – 76.8%). As at March 31, 2016, impaired mortgages on these portfolios were $2.4 million, compared to $2.9 million at December 31, 2015. Uninsured non-performing mortgages over 90 days on these portfolios were $1.5 million at March 31, 2016, compared to $1.4 million at December 31, 2015.

The Company also retains certain elements of credit risk on mortgage loans sold to the Investors Mortgage and Short Term Income Fund and to the Investors Canadian Corporate Bond Fund through an agreement to repurchase mortgages in certain circumstances benefiting the funds. These loans are not recorded on the Company’s balance sheet as the Company has transferred substantially all of the risks and rewards of ownership associated with these loans.

The Company regularly reviews the credit quality of the mortgages and the adequacy of the collective allowance for credit losses.

The Company’s collective allowance for credit losses was $0.7 million at March 31, 2016, unchanged from December 31, 2015, and is considered adequate by management to absorb all credit-related losses in the mortgage portfolios based on: i) historical credit performance experience and recent trends, ii) current portfolio credit metrics and other relevant characteristics, and iii) regular stress testing of losses under adverse real estate market conditions.

The Company’s exposure to and management of credit risk related to mortgage portfolios have not changed materially since December 31, 2015.

Derivatives

The Company is exposed to credit risk through derivative contracts it utilizes to hedge interest rate risk, to facilitate securitization

transactions, and to hedge market risk related to certain stock-based compensation arrangements. These derivatives are discussed more fully under the Market Risk section of this MD&A.

To the extent that the fair value of the derivatives is in a gain position, the Company is exposed to credit risk that its counterparties fail to fulfil their obligations under these arrangements.

The Company’s derivative activities are managed in accordance with its Investment Policy which includes counterparty limits and other parameters to manage counterparty risk. The aggregate credit risk exposure related to derivatives that are in a gain position of $66.4 million (December 31, 2015 – $58.4 million) does not give effect to any netting agreements or collateral arrangements. The exposure to credit risk, considering netting agreements and collateral arrangements and including rights to future net interest income, was $4.5 million at March 31, 2016 (December 31, 2015 – $1.0 million). Counterparties are all Canadian Schedule I chartered banks and, as a result, management has determined that the Company’s overall credit risk related to derivatives was not significant at March 31, 2016. Management of credit risk related to derivatives has not changed materially since December 31, 2015.

Additional information related to the Company’s securitization activities and utilization of derivative contracts can be found in Note 4 of the Interim Financial Statements and Notes 2, 6 and 21 to the Annual Financial Statements.

MARKET RISK

Market risk is the potential for loss to the Company from changes in the values of its financial instruments due to changes in foreign exchange rates, interest rates or equity prices. The Company’s financial instruments are generally denominated in Canadian dollars and do not have significant exposure to changes in foreign exchange rates.

Interest Rate Risk

The Company is exposed to interest rate risk on its mortgage portfolio and on certain of the derivative financial instruments used in the Company’s mortgage banking operations.

The Company manages interest rate risk associated with its mortgage banking operations by entering into interest rate swaps with Canadian Schedule I chartered banks as follows:

• The Company has in certain instances funded floating rate mortgages with fixed rate Canada Mortgage Bonds as part of the securitization transactions under the CMB Program. As previously discussed, as part of the CMB Program, the Company is party to a swap whereby it is entitled to receive investment returns on reinvested mortgage principal and is




PA

RT

D

IGM

FINA

NC

IAL IN

C.

obligated to pay Canada Mortgage Bond coupons. This swap had a negative fair value of $52.5 million (December 31, 2015 – negative $47.4 million) and an outstanding notional amount of $923 million at March 31, 2016 (December 31, 2015 – $740 million). The Company enters into interest rate swaps with Canadian Schedule I chartered banks to hedge the risk that the interest rates earned on floating rate mortgages and reinvestment returns decline. The fair value of these swaps totalled $58.8 million (December 31, 2015 – $54.5 million), on an outstanding notional amount of $2.1 billion at March 31, 2016 (December 31, 2015 – $1.8 billion). The net fair value of these swaps of $6.3 million at March 31, 2016 (December 31, 2015 – $7.1 million) are recorded on balance sheet and have an outstanding notional amount of $3.0 billion (December 31, 2015 – $2.6 billion).

• The Company is exposed to the impact that changes in interest rates may have on the value of mortgages committed to or held pending sale or securitization to long-term funding sources. The Company enters into interest rate swaps to hedge the interest rate risk related to funding costs for mortgages held by the Company pending sale or securitization. The negative fair value of these swaps totalled $0.1 million (December 31, 2015 – negative $0.1 million) on an outstanding notional amount of $138 million at March 31, 2016 (December 31, 2015 – $88 million).

As at March 31, 2016, the impact to annual net earnings of a 100 basis point increase in interest rates would have been a decrease of approximately $0.1 million (2015 – a decrease of $2.4 million). The Company’s exposure to and management of interest rate risk have not changed materially since December 31, 2015.

Equity Price Risk

The Company is exposed to equity price risk on its proprietary investment funds which are classified as available for sale securities and on its equity securities and proprietary investment funds which are classified as fair value through profit or loss. The fair value of the proprietary investment funds and equity security investments was $64.9 million at March 31, 2016 (December 31, 2015 – $50.8 million), as shown in Table 15.

The Company sponsors a number of deferred compensation arrangements for employees where payments to participants are deferred and linked to the performance of the common shares of IGM Financial Inc. The Company hedges its exposure to this risk through the use of forward agreements and total return swaps.

RISKS RELATED TO ASSETS UNDER MANAGEMENT

At March 31, 2016, IGM Financial’s total assets under management were $132.9 billion compared to $133.6 billion at December 31, 2015.

The Company’s primary sources of revenues are management, administration and other fees which are applied as an annual percentage of the level of assets under management. As a result, the level of the Company’s revenues and earnings are indirectly exposed to a number of financial risks that affect the value of assets under management on an ongoing basis. These include market risks, like changes in equity prices, interest rates and foreign exchange rates, as well as credit risk on debt securities, loans and credit exposures from other counterparties within our client portfolios.

TABLE 22: ASSETS UNDER MANAGEMENT – ASSET AND CURRENCY MIX

CONSOLIDATED

AS AT MARCH 31, 2016 MUTUAL FUNDS TOTAL

Cash 1.5 % 1.7 %Short-term fixed income and mortgages 8.4 8.5Other fixed income 23.2 24.0Domestic equity 29.4 29.0Foreign equity 34.2 33.7Real Property 3.3 3.1

100.0 % 100.0 %

CAD 63.1 % 63.8 %USD 24.1 23.7Other 12.8 12.5

100.0 % 100.0 %




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

Changing financial market conditions may also lead to a change in the composition of the Company’s assets under management between equity and fixed income instruments, which could result in lower revenues depending upon the management fee rates associated with different asset classes and mandates.

The Company’s exposure to the value of assets under management aligns it with the experience of its clients. Assets under management are broadly diversified by asset class, geographic region, industry sector, investment team and style. The Company regularly reviews the sensitivity of its assets under management, revenues, earnings and cash flow to changes in financial markets. The Company believes that over the long term, exposure to investment returns on its client portfolios is beneficial to the Company’s results and consistent with stakeholder expectations, and generally it does not engage in risk transfer activities such as hedging in relation to these exposures.

2) OPERATIONAL RISK

OPERATIONAL RISK

Operational risk is the risk of loss resulting from inadequate or failed internal processes or systems, human interaction or external events, but excludes business risk.

Operational risk affects all business activities, including the processes in place to manage other risks. As a result, operational risk can be difficult to measure, given that it forms part of other risks of the Company and may not always be separately identified. Our Company is exposed to a broad range of operational risks, including information technology security and system failures, errors relating to transaction processing, financial models and valuations, fraud and misappropriation of assets, and inadequate application of internal control processes. The impact can result in significant financial loss, reputational harm or regulatory actions.

The Company’s risk management framework emphasizes operational risk management and internal control. The Company has a very low appetite for risk in this area.

The business unit leaders are responsible for management of the day to day operational risks of their respective business units. Specific programs, policies, training, standards and governance processes have been developed to support the management of operational risk.

Operational risks relating to people and processes are mitigated through policies and process controls. Oversight of risks and ongoing evaluation of the effectiveness of controls is provided by the Company’s compliance departments, ERM Department and Internal Audit Department.

Operational risks driven by systems are managed through controls over technology development and change management. Information security is a significant risk to our industry and our Company’s operations. The Company uses systems and technology to support its business operations and the client and financial advisor experience. As a result, we are exposed to risks relating to cyber security and the increasing sophistication of cyber attacks in the marketplace. Such an attack could compromise confidential information and that of clients or other stakeholders, and could result in negative consequences including lost revenue, litigation, regulatory scrutiny or reputational damage. The Company continues to monitor and enhance its defences and procedures to prevent, detect, respond to and manage cyber security threats.

The Company has a business continuity management program to support the sustainment, management and recovery of critical operations and processes in the event of a business disruption.

The Company has an insurance review process where it assesses and determines the nature and extent of insurance that is appropriate to provide adequate protection against unexpected losses, and where it is required by law, regulators or contractual agreements.

MODEL RISK

The Company uses a variety of models to assist in: the valuation of financial instruments, operational scenario testing, management of cash flows, capital management, and assessment of potential acquisitions. These models incorporate internal assumptions, observable market inputs and available market prices. Effective controls exist over the development, implementation and application of these models. However, changes in the internal assumptions or other factors affecting the models could have an adverse effect on the Company’s consolidated financial position.

LEGAL AND REGULATORY COMPLIANCE

Legal and Regulatory Compliance Risk is the risk of not complying with laws, contractual agreements or regulatory requirements. This includes distribution compliance, investment management compliance, accounting and internal controls, and reporting and communications.

IGM Financial is subject to complex and changing legal, taxation and regulatory requirements, including the requirements of agencies of the federal, provincial and territorial governments in Canada which regulate the Company and its activities. The Company and its subsidiaries are also subject to the requirements of self-regulatory organizations to which they




PA

RT

D

IGM

FINA

NC

IAL IN

C.

belong. These and other regulatory bodies regularly adopt new laws, rules, regulations and policies that apply to the Company and its subsidiaries. These requirements include those that apply to IGM Financial as a publicly traded company and those that apply to the Company’s subsidiaries based on the nature of their activities. They include regulations related to securities markets, the provision of financial products and services, including fund management, distribution, insurance and mortgages, and other activities carried on by the Company in the markets in which it operates. Regulatory standards affecting the Company and the financial services industry are significant and are being continually changed. The Company and its subsidiaries are subject to regulatory reviews as part of the normal ongoing process of oversight by the various regulators.

Failure to comply with laws, rules or regulations could lead to regulatory sanctions and civil liability, and may have an adverse reputational or financial effect on the Company. The Company manages legal and regulatory compliance risk through its efforts to promote a strong culture of compliance. The monitoring of regulatory developments and their impact on the Company is overseen by the Regulatory Initiatives Committee chaired by the Vice-President, Regulatory Affairs. It also continues to develop and maintain compliance policies, processes and oversight, including specific communications on compliance and legal matters, training, testing, monitoring and reporting. The Audit Committee of the Company receives regular reporting on compliance initiatives and issues.

IGM Financial promotes a strong culture of ethics and integrity through its Code of Conduct approved by the Board of Directors, which outlines standards of conduct that apply to all IGM Financial directors, officers and employees. The Code of Conduct incorporates many policies relating to the conduct of directors, officers and employees, and covers a variety of relevant topics, such as anti-money laundering and privacy. Individuals subject to the Code of Conduct attest annually that they understand the requirements and have complied with its provisions.

Business units are responsible for management of legal and regulatory compliance risk, and implementing appropriate policies, procedures and controls. The Company has a number of different compliance departments responsible for providing oversight of investment management and distribution-related compliance activities. The Internal Audit Department also provides oversight and investigations concerning regulatory compliance matters.

CONTINGENCIES

The Company is subject to legal actions arising in the normal course of its business. Although it is difficult to predict the

outcome of any such legal actions, based on current knowledge and consultation with legal counsel, management does not expect the outcome of any of these matters, individually or in aggregate, to have a material adverse effect on the Company’s consolidated financial position.

3) GOVERNANCE, OVERSIGHT AND STRATEGIC RISK

Governance, oversight and strategic risk is the risk of potential adverse impacts resulting from inadequate or inappropriate governance, oversight, management of incentives and conflicts, and strategic planning.

IGM Financial believes in the importance of good corporate governance and the central role played by directors in the governance process. We believe that sound corporate governance is essential to the well being of the Company and its shareholders.

Oversight of IGM Financial is performed by the Board of Directors directly and through its seven committees. The Company previously had two Co-Presidents and Chief Executive Officers responsible for the management of the Company. Effective May 6, 2016, a sole President and Chief Executive Officer of IGM Financial has been named. The Company’s activities are carried out principally by three operating companies – Investors Group Inc., Mackenzie Financial Corporation and Investment Planning Counsel Inc. – each of which are managed by a President and Chief Executive Officer.

The Company has a business planning process that supports development of an annual business plan, approved by the Board of Directors, which incorporates objectives and targets for the Company. Components of management compensation are associated with the achievement of earnings targets and other objectives associated with the plan. Strategic plans and direction are part of this planning process and are integrated into the Company’s risk management program.

ACQUISITION RISK

The Company is also exposed to risks related to its acquisitions. The Company undertakes thorough due diligence prior to completing an acquisition, but there is no assurance that the Company will achieve the expected strategic objectives or cost and revenue synergies subsequent to an acquisition. Subsequent changes in the economic environment and other unanticipated factors may affect the Company’s ability to achieve expected earnings growth or expense reductions. The success of an acquisition is dependent on retaining assets under management, clients, and key employees of an acquired company.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

4) REGULATORY DEVELOPMENTS

Regulatory development risk is the potential for changes to the regulatory, legal, or tax requirements that may have an adverse impact upon the Company’s business activities or financial results.

The Company is exposed to the risk of changes in laws, taxation and regulation that could have an adverse impact on the Company. Particular regulatory initiatives may have the effect of making the products of the Company’s subsidiaries appear to be less competitive than the products of other financial service providers, to third party distribution channels and to clients. Regulatory differences that may impact the competitiveness of the Company’s products include regulatory costs, tax treatment, disclosure requirements, transaction processes or other differences that may be as a result of differing regulation or application of regulation. Regulatory developments may also impact product structures, pricing, and dealer and advisor compensation. While the Company and its subsidiaries actively monitor such initiatives, and where feasible comment upon or discuss them with regulators, the ability of the Company and its subsidiaries to mitigate the imposition of differential regulatory treatment of financial products or services is limited.

CLIENT RELATIONSHIP MODEL AND POINT OF SALE

In March 2013, the Canadian Securities Administrators (CSA) adopted a new set of rules as Phase 2 of the Client Relationship Model (CRM2) that will require dealers, among other things, to provide their clients with enhanced information on the performance of their investments and the costs associated with them, including the compensation paid to the dealer (the Investment Industry Regulatory Organization of Canada and the Mutual Fund Dealers Association of Canada have adopted rules that are to the same effect). These new requirements are effective for annual periods commencing no later than July 15, 2016 and comprise the following:

• Performance and Rate of Return Reporting – Dealers must provide clients with annual multiple-period performance information, including percentage rate of return results, on each of a client’s accounts. The rule mandates use of a dollar-weighted methodology which takes into consideration all cashflows into and out of the account and all underlying funds and investments. This prescribed calculation methodology is one that the Company supports. This approach ensures that client cashflows to, from, and within their accounts are properly reflected in the rate of return calculations. This provides a helpful view of the results of clients’ many decisions to save, invest, transfer between different investments and withdraw funds.

• Cost and Compensation Disclosure – Dealers must also provide clients with an annual report on all charges

associated with their accounts, including direct and indirect compensation that the dealer receives related to a client’s account. These new requirements will provide important information to our clients and will build on already required existing disclosure including information already provided through Fund Facts and the Management Report of Fund Performance (MRFP) related to distribution and fund management costs.

On December 18, 2015, the Mutual Fund Dealers Association of Canada (MFDA) published a consultation bulletin seeking feedback in respect of expanding the cost and compensation disclosure introduced by CRM2 to include other costs of owning investment funds that are not paid to the dealer, such as management fees, operating costs, redemption fees and short term trading fees. This consultation is preliminary in nature and intended to promote further dialogue on the issues raised. The MFDA has not formulated a position in respect of expanding the requirements. The comment period closed on March 10, 2016. The Company will closely monitor this initiative.

Effective May 30, 2016, Fund Facts will be required to be delivered by dealers to clients before accepting an instruction for the purchase of a mutual fund. This concludes the CSA’s staged approach to implementation of the point of sale (POS) project for mutual funds.

MUTUAL FUND FEES AND BEST INTEREST STANDARDS

The CSA has been reviewing and conducting research related to Canada’s mutual fund fee structures and commissioned two research projects. The Brondesbury Group was retained to evaluate existing literature and determine if the use of fee-based versus commission-based compensation changes the nature of advice and investment outcomes over the long term. Commission-based compensation in this context means arrangements where a mutual fund sales commission is paid on a transaction and where dealer compensation is embedded within the mutual fund management expense ratio and trailer fees based on assets are paid to the dealer by the product manager on an ongoing basis. Fee-based compensation in this context means dealer compensation is paid directly by the client, which often occurs as an advisory fee charged to the client account and expressed as an annual percentage of client assets. On June 11, 2015, the results of this comprehensive research were made public. One of the key conclusions from the research was: “Evidence on the impact of compensation is conclusive enough to justify the development of new compensation policies. All forms of compensation affect advice and outcomes. There is conclusive evidence that commission-based compensation creates




PA

RT

D

IGM

FINA

NC

IAL IN

C.

problems that must be addressed. Fee-based compensation is likely a better alternative, but there is not enough evidence to state with certainty that it will lead to better long-term outcomes for investors.” The report also identifies gaps in the research and suggests that filling these gaps would improve policy formulation regarding compensation practices. One of the report’s observations states: “In our view, no empirical studies have been done to document whether investors have greater after-fee investment returns with fee-based compensation instead of commission-based compensation.” The cautions in this report will temper any research-based policy changes considered by the CSA. The Company believes this research, one of the most comprehensive and substantive reviews performed globally on the topic, is a valuable contribution to the discussion surrounding appropriate forms of compensation in the mutual fund and financial services industry.

On October 22, 2015, the CSA published the report of the second research project which is an analysis of historical mutual fund data to assess whether fee structures influence mutual fund sales. There are no recommendations contained in the report which, along with the Brondesbury report, will be among the various inputs to be considered by the CSA as part of its review. The CSA has stated that it aims to communicate a policy direction sometime in 2016.

The CSA also continues to review and consider whether the introduction of a best interest standard when advice is provided to retail clients is required and feasible, and if so, the most efficient way to implement such a standard. On April 28, 2016, the CSA published Consultation Paper 33-404 Proposals to Enhance the Obligations of Advisers, Dealers and Representatives Toward Their Clients (the Consultation Paper), with the comment period closing on August 26, 2016. The Consultation Paper is the result of continuing CSA consultations and research on the relationship between clients and registrants. The Consultation Paper proposes a set of targeted reforms which all CSA jurisdictions are consulting on and also describes a potential regulatory best interest standard. The Consultation Paper indicates that only the Ontario Securities Commission and the Financial and Consumer Services Commission of New Brunswick are supportive of the introduction of a best interest standard. In addition, the B.C. Securities Commission is of the view that implementing only the proposed targeted reforms in the Consultation Paper will advance the best interests of investors, and that imposing an over-arching best interest standard may not be workable, and will create uncertainty for registrants. The securities commissions in Quebec, Alberta, Manitoba, and Nova Scotia have expressed strong reservations but will review the comments that are received. This paper follows the publication of the CSA’s initial consultation paper

on the appropriateness of introducing a statutory best interest standard in October, 2012. The Company will continue its active dialogue and engagement with regulators on this subject.

COOPERATIVE CAPITAL MARKETS REGULATORY SYSTEM

In 2013, the Government of Canada, as part of its Economic Action Plan, indicated an intention to establish a common securities regulator for Canada’s capital markets working cooperatively with the provinces and territories. In September 2014, the Government of Canada and participating provincial jurisdictions published two proposed pieces of legislation to implement the cooperative capital markets regulatory system, namely the Provincial Capital Markets Act and the Capital Markets Stability Act.

On August 25, 2015, a revised consultation draft of the Provincial Capital Markets Act (CMA) along with accompanying commentary was published, along with certain proposed initial draft regulations (Regulations). The CMA and Regulations would together constitute the single set of provincial/territorial laws replacing provincial and territorial securities legislation under the proposed cooperative capital markets regulatory system in the six jurisdictions (Ontario, British Columbia, Saskatchewan, New Brunswick, Prince Edward Island and Yukon) which have currently agreed to participate. Of note, opposition from Quebec, Alberta and Manitoba remains strong and the Quebec government has now challenged the validity of the cooperative capital markets regulatory system directing a reference to the Quebec Court of Appeal. The remaining provinces and territories have also not chosen to join the cooperative system to date. Consistent with earlier announcements, the Regulations substantially maintain the harmonization achieved so far under the current system of securities laws by adopting the national and multilateral instruments, largely, in their current form. The comment period for the revised CMA and Regulations closed on December 23, 2015. The Company is continuing to monitor this initiative and the potential effect it will have on its activities and those of its subsidiaries, particularly in the area of the regulation of mutual funds.

5) BUSINESS RISK

GENERAL BUSINESS CONDITIONS

General Business Conditions Risk refers to the potential for an unfavourable impact on IGM Financial resulting from competitive or other external factors relating to the marketplace.

Global economic conditions, changes in equity markets, demographics and other factors including political and government instability, can affect investor confidence, income levels and savings decisions. This could result in reduced sales of IGM Financial’s products and services and/or result in investors




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

TABLE 23: TWELVE MONTH TRAILING REDEMPTION RATE FOR LONG-TERM FUNDS

2016 2015 MAR. 31 MAR. 31

IGM Financial Inc. Investors Group 8.7 % 8.5 % Mackenzie 16.4 % 14.4 % Counsel 14.7 % 12.6 %

redeeming their investments. These factors may also affect the level of financial markets and the value of the Company’s assets under management, as described more fully under the Risks Related to Assets Under Management section of this MD&A.

The Company, across its operating subsidiaries, is focused on communicating with clients and emphasizing the importance of financial planning across economic cycles. The Company and the industry continue to take steps to educate Canadian investors on the merits of financial planning, diversification and long-term investing. In periods of volatility Consultants and independent financial advisors play a key role in assisting investors in maintaining perspective and focus on their long-term objectives.

Redemption rates for long-term funds are summarized in Table 23 and are discussed in the Investors Group and Mackenzie Segment Operating Results sections of this MD&A.

PRODUCT/SERVICE OFFERING

There is potential for unfavourable impacts on IGM Financial resulting from inadequate product or service performance, quality or breadth.

IGM Financial and its subsidiaries operate in a highly competitive environment, competing with other financial service providers, investment managers and product and service types. Client development and retention can be influenced by a number of factors, including products and services offered by competitors, relative service levels, relative pricing, product attributes, reputation and actions taken by competitors. This competition could have an adverse impact upon the Company’s financial position and operating results. Please refer to The Competitive Landscape section of this MD&A for a further discussion.

The Company provides Consultants, independent financial advisors, as well as retail and institutional clients with a high level of service and support and a broad range of investment products, with a focus on building enduring relationships. The Company’s subsidiaries also continually review their respective product and service offering, and pricing, to ensure competitiveness in the marketplace.

The Company strives to deliver strong investment performance on its products relative to benchmarks and peers. Poor investment performance relative to benchmarks or peers could reduce the level of assets under management and sales and asset retention, as well as adversely impact our brands. Meaningful and/or sustained underperformance could affect the Company’s results. The Company’s objective is to cultivate investment processes and disciplines that provide it with a competitive advantage, and does so by diversifying its assets under management and product shelf by investment team, brand, asset class, mandate, style and geographic region.

BUSINESS/CLIENT RELATIONSHIPS

Business/Client relationships risk refers to the risk potential for unfavourable impacts on IGM Financial resulting from changes to other key relationships. These relationships primarily include Investors Group clients and consultants, Mackenzie retail distribution, strategic and significant business partners, clients of Mackenzie funds, and sub-advisors and other product suppliers.

Investors Group Consultant network – Investors Group derives all of its mutual fund sales through its Consultant network. Investors Group Consultants have regular direct contact with clients which can lead to a strong and personal client relationship based on the client’s confidence in that individual Consultant. The market for financial advisors is extremely competitive. The loss of a significant number of key Consultants could lead to the loss of client accounts which could have an adverse effect on Investors Group’s results of operations and business prospects. Investors Group is focused on growing its distribution network of Consultants and on responding to the complex financial needs of its clients by delivering a diverse range of products and services in the context of personalized financial advice, as discussed in the Investors Group Review of the Business section of this MD&A.

Mackenzie – Mackenzie derives the majority of its mutual fund sales through third party financial advisors. Financial advisors generally offer their clients investment products in addition to, and in competition with Mackenzie. Mackenzie also derives




PA

RT

D

IGM

FINA

NC

IAL IN

C.

sales of its investment products and services from its strategic alliance and institutional clients. Due to the nature of the distribution relationship in these relationships and the relative size of these accounts, gross sale and redemption activity can be more pronounced in these accounts than in a retail relationship. Mackenzie’s ability to market its investment products is highly dependent on continued access to these distribution networks. The inability to have such access could have a material adverse effect on Mackenzie’s operating results and business prospects. Mackenzie is well positioned to manage this risk and to continue to build and enhance its distribution relationships. Mackenzie’s diverse portfolio of financial products and its long-term investment performance record, marketing, educational and service support has made Mackenzie one of Canada’s leading investment management companies. These factors are discussed further in the Mackenzie Review of the Business section of this MD&A.

PEOPLE RISK

People risk refers to the potential inability to attract or retain key employees or Consultants, develop to an appropriate level of proficiency, or manage personnel succession or transition.

Management, investment and distribution personnel play an important role in developing, implementing, managing and distributing products and services offered by IGM Financial. The loss of these individuals or an inability to attract, retain and motivate sufficient numbers of qualified personnel could affect IGM Financial’s business and financial performance.

6) ENVIRONMENTAL RISK

Environmental risk is the risk of loss resulting from environmental issues involving our business activities and our operations.

Environmental risk covers a broad spectrum of issues, such as climate change, biodiversity and ecosystem health, pollution, waste and the unsustainable use of water and other resources. Key environmental risks to IGM Financial include:

• Direct risks associated with the ownership and operation of our businesses, which includes management and operation of company-owned or managed assets and business operations;

• Indirect risks as a result of the products and services we offer and our procurement practices;

• Identification and management of emerging environmental regulatory issues; and

• Failure to understand and appropriately leverage environment related trends to meet client demands for products and services.

IGM Financial has a long-standing commitment to responsible management, as articulated in the Company’s Corporate Responsibility Statement as approved by the Board of Directors which commits us to responsibly manage our environmental footprint.

Failure to adequately manage environmental risks could adversely impact our results or our reputation.

IGM Financial manages environmental risks across the Company, with business unit management having responsibility for identifying, assessing, controlling and monitoring environmental risks pertaining to their operations. IGM Financial’s Executive Management Corporate Responsibility Committee oversees its commitment to environmental responsibility and risk management.

Investors Group and Mackenzie are signatories to the Principles for Responsible Investment (PRI). Under the PRI, investors formally commit to incorporate environmental, social and governance (ESG) issues into their investment processes. In addition, Investors Group, Mackenzie and Investment Planning Counsel have implemented investing policies which provide information on how these ESG issues are implemented at each company.

IGM Financial reports on its environmental management and performance in its Corporate Responsibility Report. In addition, the Company participates in the Carbon Disclosure Project (CDP) survey, which promotes corporate disclosures on greenhouse gas emissions and climate change management.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

THE FINANCIAL SERVICES ENVIRONMENT

Canadians held $3.6 trillion in discretionary financial assets with financial institutions at December 31, 2014 based on the most recent report from Investor Economics. The nature of holdings was diverse, ranging from demand deposits held for short-term cash management purposes to longer-term investments held for retirement purposes. Over 65% ($2.4 trillion) of these financial assets are held within the context of a relationship with a financial advisor, and this is the primary channel serving the longer-term savings needs of Canadians. Of the $1.2 trillion held outside of a financial advisory relationship, approximately 61% consisted of bank deposits.

Financial advisors represent the primary distribution channel for the Company’s products and services, and the core emphasis of the Company’s business model is to support these financial advisors as they work with clients to plan for and achieve their financial goals. Multiple sources of emerging research show significantly better financial outcomes for Canadians who use financial advisors compared to those who do not. The Company actively promotes the value of financial advice and the importance of a relationship with an advisor to develop and remain focused on long-term financial plans and goals.

Approximately 40% of Canadian discretionary financial assets or $1.4 trillion resided in investment funds at December 31, 2014, making it the largest financial asset class held by Canadians. Other asset types include deposit products and direct securities such as stocks and bonds. Approximately 77% of investment funds are comprised of mutual fund products, with other product categories including segregated funds, hedge funds, pooled funds, closed end funds and exchange traded funds. With $127 billion in mutual fund assets under management, the Company is among the country’s largest investment fund managers. Management believes that investment funds are likely to remain the preferred savings vehicle of Canadians. Investment funds provide investors with the benefits of diversification, professional management, flexibility and convenience, and are available in a broad range of mandates and structures to meet most investor requirements and preferences.

Competition and technology have fostered a trend towards financial service providers offering a comprehensive range of proprietary products and services. Traditional distinctions between bank branches, full service brokerages, financial planning firms and insurance agent sales forces have become obscured as many of these financial service providers strive to offer comprehensive financial advice implemented through access to a broad product shelf. Accordingly, the Canadian financial services industry is characterized by a number of large, diversified, vertically-integrated participants, similar to IGM Financial, who offer both financial planning and investment management services.

Canadian banks distribute financial products and services through their traditional bank branches, as well as through their full service and discount brokerage subsidiaries. Bank branches continue to place increased emphasis on both financial planning and mutual funds. In addition, each of the “big six” banks has one or more mutual fund management subsidiaries. Collectively, mutual fund assets of the “big six” bank-owned mutual fund managers and affiliated firms represented 43% of total industry long-term mutual fund assets at March 31, 2016.

As a result of consolidation activity in the last several years, the Canadian mutual fund management industry is characterized by large, often vertically-integrated, firms. The industry continues to be very concentrated, with the ten largest firms and their subsidiaries representing 69% of industry long-term mutual fund assets and 69% of total mutual fund assets under management at March 31, 2016. Management anticipates continuing consolidation in this segment of the industry as smaller participants are acquired by larger organizations.

Management believes that the financial services industry will continue to be influenced by the following trends:

• Shifting demographics as the number of Canadians in their prime savings and retirement years continue to increase.

• Changes in investor attitudes based on economic conditions.

• Continued importance of the role of the financial advisor.

• Public policy related to retirement savings.

• Changes in the regulatory environment.

• An evolving competitive landscape.

• Advancing and changing technology.

THE COMPETITIVE LANDSCAPE

IGM Financial and its subsidiaries operate in a highly competitive environment. Investors Group and Investment Planning Counsel compete directly with other retail financial service providers, including other financial planning firms, as well as full service brokerages, banks and insurance companies. Investors Group, Mackenzie and Investment Planning Counsel compete directly with other investment managers for assets under management, and their products compete with stocks, bonds and other asset classes for a share of the investment assets of Canadians.

Competition from other financial service providers, alternative product types or delivery channels, and changes in regulations or public preferences could impact the characteristics of product and service offerings of the Company, including pricing, product structures, dealer and advisor compensation and disclosure. The Company monitors developments on an ongoing basis, and engages in policy discussions and develops product and service responses as appropriate.

OUTLOOK




PA

RT

D

IGM

FINA

NC

IAL IN

C.

IGM Financial continues to focus on its commitment to provide quality investment advice and financial products, service innovations, effective management of the Company and long-term value for its clients and shareholders. Management believes that the Company is well-positioned to meet competitive challenges and capitalize on future opportunities.

The Company enjoys several competitive strengths, including:

• Broad and diversified distribution with an emphasis on those channels emphasizing comprehensive financial planning through a relationship with a financial advisor.

• Broad product capabilities, leading brands and quality sub-advisory relationships.

• Enduring client relationships and the long-standing heritages and cultures of its subsidiaries.

• Benefits of being part of the Power Financial group of companies.

BROAD AND DIVERSIFIED DISTRIBUTION

IGM Financial’s distribution strength is a competitive advantage. In addition to owning two of Canada’s largest financial planning organizations, Investors Group and Investment Planning Counsel, IGM Financial has, through Mackenzie, access to

distribution through over 30,000 independent financial advisors. Mackenzie also, in its growing strategic alliance business, partners with Canadian and U.S. manufacturing and distribution complexes to provide investment management to a number of retail investment fund mandates.

BROAD PRODUCT CAPABILITIES

IGM Financial’s subsidiaries continue to develop and launch innovative products and strategic investment planning tools to assist advisors in building optimized portfolios for clients.

ENDURING RELATIONSHIPS

IGM Financial enjoys significant advantages as a result of the enduring relationships that advisors enjoy with clients. In addition, the Company’s subsidiaries have strong heritages and cultures which are challenging for competitors to replicate.

BENEFITS OF BEING PART OF THE POWER FINANCIAL GROUP OF COMPANIES

As part of the Power Financial group of companies, IGM Financial benefits through expense savings from shared service arrangements, as well as through access to distribution, products and capital.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

SUMMARY OF CRITICAL ACCOUNTING ESTIMATES

There were no changes to the Company’s assumptions related to critical accounting estimates from those reported at December 31, 2015.


There were no changes to the Company’s accounting policies from those reported at December 31, 2015.


The Company continuously monitors the potential changes proposed by the International Accounting Standards Board (IASB) and analyzes the effect that changes in the standards may have on the Company’s operations.

IFRS 9 FINANCIAL INSTRUMENTS

The IASB issued IFRS 9 which replaces IAS 39, the current standard for accounting for financial instruments. The standard was completed in three separate phases:

• Classification and measurement: This phase requires that financial assets be classified at either amortized cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

• Impairment methodology: This phase replaces the current incurred loss model for impairment of financial assets with an expected loss model.

• Hedge accounting: This phase replaces the current rule-based hedge accounting requirements in IAS 39 with guidance that more closely aligns the accounting with an entity’s risk management activities.

This standard is effective for annual reporting periods beginning on or after January 1, 2018 and the impact of the standard is currently being assessed.

IFRS 15 REVENUE FROM CONTRACTS WITH CUSTOMERS

The IASB issued IFRS 15 which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The model requires an entity to recognize revenue as the goods or services are transferred to the customer in an amount that reflects the expected consideration. This standard is effective for annual reporting periods beginning on or after January 1, 2018 and the impact of the standard is currently being assessed.

IFRS 16 LEASES

The IASB issued IFRS 16 which requires a lessee to recognize a right-of-use asset representing its right to use the underlying leased asset and a corresponding lease liability representing its obligation to make lease payments for all leases. A lessee recognizes the related expense as depreciation on the right-of-use asset and interest on the lease liability. Short-term (less than 12 months) and low-value asset leases are exempt from these requirements. The standard is effective for annual reporting periods beginning on or after January 1, 2019. The impact of this standard is currently being assessed.

OTHER

The IASB is currently undertaking a number of projects which will result in changes to existing IFRS standards that may affect the Company. Updates will be provided as the projects develop.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

During the first quarter of 2016, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.





PA

RT

D

IGM

FINA

NC

IAL IN

C.


The Company entered into tax loss consolidation transactions with its parent company, Power Financial Corporation, after obtaining advance tax rulings:

• On January 7, 2014, the Company acquired $1.67 billion of 4.51% preferred shares of a wholly-owned subsidiary of Power Financial Corporation. As sole consideration for the preferred shares, the Company issued $1.67 billion of 4.50% secured demand debentures to Power Financial Corporation. The Company has legally enforceable rights to settle these financial instruments on a net basis and the Company intends to exercise these rights.


The preferred shares and debentures and related dividend income and interest expense are offset in the Consolidated Financial Statements of the Company. Tax savings arise due to the tax deductibility of the interest expense.

For further information on transactions involving related parties, see Notes 8 and 25 to the Company’s Annual Financial Statements.

OUTSTANDING SHARE DATA

Outstanding common shares of IGM Financial as at March 31, 2016 totalled 241,810,764. Outstanding stock options as at March 31, 2016 totalled 8,691,076, of which 3,996,381 were exercisable. As at May 3, 2016, outstanding common shares totalled 241,193,050 and outstanding stock options totalled 8,287,095, of which 3,981,598 were exercisable.

Perpetual preferred shares of $150 million were outstanding as at March 31, 2016, unchanged at May 3, 2016.

SEDAR

Additional information relating to IGM Financial, including the Company’s most recent financial statements and Annual Information Form, is available at www.sedar.com.

OTHER INFORMATION




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

48 IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF EARNINGS

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited) THREE MONTHS ENDED MARCH 31

(in thousands of Canadian dollars, except shares and per share amounts) 2016 2015

Revenues Management fees $ 483,836 $ 509,111 Administration fees 100,350 102,236 Distribution fees 94,968 94,533 Net investment income and other 15,877 29,081 Proportionate share of affiliate’s earnings 27,808 25,902

722,839 760,863

Expenses Commission 261,515 266,867 Non-commission 227,867 213,622 Interest 22,913 22,750

512,295 503,239

Earnings before income taxes 210,544 257,624 Income taxes 41,368 55,065

Net earnings 169,176 202,559 Perpetual preferred share dividends 2,213 2,213

Net earnings available to common shareholders $ 166,963 $ 200,346

Average number of common shares (in thousands) (Note 11)

– Basic 243,127 251,211 – Diluted 243,211 251,421

Earnings per share (in dollars) (Note 11)

– Basic $ 0.69 $ 0.80 – Diluted $ 0.69 $ 0.80

(See accompanying notes to interim condensed consolidated financial statements.)



PA

RT

D

IGM

FINA

NC

IAL IN

C.

IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 49

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME


(in thousands of Canadian dollars) 2016 2015

Net earnings $ 169,176 $ 202,559

Other comprehensive income (loss), net of tax Items that will not be reclassified to Net earnings Employee benefits Net actuarial gains (losses), net of tax of $8,198 and $4,788 (22,168) (12,950)

Investment in affiliate – employee benefits and other Other comprehensive income (loss), net of tax of nil 4,164 (5,736)

Items that may be reclassified subsequently to Net earnings Available for sale securities Net unrealized gains (losses), net of tax of $(193) and $(1,185) 520 3,208 Reclassification of realized (gains) losses to net earnings, net of tax of $10 and $233 (26) (637)

494 2,571 Investment in affiliate and other Other comprehensive income (loss), net of tax of $(756) and $(51) 9,411 9,599

(8,099) (6,516)

Comprehensive income $ 161,077 $ 196,043




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.


CONSOLIDATED BALANCE SHEETS

(unaudited) MARCH 31 DECEMBER 31 (in thousands of Canadian dollars) 2016 2015

Assets Cash and cash equivalents $ 607,170 $ 983,016 Securities 64,922 50,762 Accounts and other receivables 602,517 564,660 Income taxes recoverable 32,818 10,243 Loans (Note 3) 7,576,853 7,392,448 Derivative financial instruments 66,365 58,364 Other assets 55,797 54,926 Investment in affiliate 930,465 904,257 Capital assets 148,313 140,356 Deferred selling commissions 741,571 727,527 Deferred income taxes 71,792 64,946 Intangible assets 1,232,803 1,219,720 Goodwill 2,659,856 2,659,856

$ 14,791,242 $ 14,831,081

Liabilities Accounts payable and accrued liabilities $ 350,009 $ 386,727 Income taxes payable 26,721 53,267 Derivative financial instruments 58,425 57,836 Deposits and certificates 300,915 310,074 Other liabilities 485,925 449,018 Obligations to securitization entities (Note 4) 7,154,921 7,092,414 Deferred income taxes 320,465 308,349 Long-term debt 1,325,000 1,325,000

10,022,381 9,982,685

Shareholders’ Equity Share capital Perpetual preferred shares 150,000 150,000 Common shares 1,604,508 1,623,948 Contributed surplus 36,573 35,569 Retained earnings 3,017,873 3,070,873 Accumulated other comprehensive income (loss) (40,093) (31,994)

4,768,861 4,848,396

$ 14,791,242 $ 14,831,081

These interim condensed consolidated financial statements were approved and authorized for issuance by the Board of Directors on May 6, 2016.




PA

RT

D

IGM

FINA

NC

IAL IN

C.

IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 51

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED MARCH 31

SHARE CAPITAL

ACCUMULATED PERPETUAL OTHER PREFERRED COMMON COMPREHENSIVE TOTAL (unaudited) SHARES SHARES CONTRIBUTED RETAINED INCOME (LOSS) SHAREHOLDERS’ (in thousands of Canadian dollars) (Note 5) (Note 5) SURPLUS EARNINGS (Note 8) EQUITY

2016

Balance, beginning of period $ 150,000 $ 1,623,948 $ 35,569 $ 3,070,873 $ (31,994) $ 4,848,396

Net earnings – – – 169,176 – 169,176 Other comprehensive income (loss), net of tax – – – – (8,099) (8,099)

Comprehensive income – – – 169,176 (8,099) 161,077

Common shares Issued under stock option plan – 410 – – – 410 Purchased for cancellation – (19,850) – – – (19,850)Stock options Current period expense – – 1,026 – – 1,026 Exercised – – (22) – – (22)Perpetual preferred share dividends – – – (2,213) – (2,213)Common share dividends – – – (136,077) – (136,077)Common share cancellation excess and other (Note 5) – – – (83,886) – (83,886)

Balance, end of period $ 150,000 $ 1,604,508 $ 36,573 $ 3,017,873 $ (40,093) $ 4,768,861

2015

Balance, beginning of period $ 150,000 $ 1,655,581 $ 33,504 $ 3,112,512 $ (110,718) $ 4,840,879

Net earnings – – – 202,559 – 202,559 Other comprehensive income (loss), net of tax – – – – (6,516) (6,516)

Comprehensive income – – – 202,559 (6,516) 196,043

Common shares Issued under stock option plan – 14,608 – – – 14,608 Purchased for cancellation – (9,172) – – – (9,172)Stock options Current period expense – – 1,134 – – 1,134 Exercised – – (2,370) – – (2,370)Perpetual preferred share dividends – – – (2,213) – (2,213)Common share dividends – – – (140,941) – (140,941)Common share cancellation excess and other (Note 5) – – – (61,073) – (61,073)

Balance, end of period $ 150,000 $ 1,661,017 $ 32,268 $ 3,110,844 $ (117,234) $ 4,836,895




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.


CONSOLIDATED STATEMENTS OF CASH FLOWS


(in thousands of Canadian dollars) 2016 2015

Operating activities Earnings before income taxes $ 210,544 $ 257,624 Income taxes paid (77,914) (62,203) Adjustments to determine net cash from operating activities Deferred selling commission amortization 59,791 58,703 Amortization of capital and intangible assets 10,526 9,409 Changes in operating assets and liabilities and other (89,453) (47,047)

113,494 216,486 Deferred selling commissions paid (73,835) (84,762)

39,659 131,724

Financing activities Net (decrease) increase in deposits and certificates (9,159) 29,171 Net increase (decrease) in obligations to securitization entities 65,244 (61,671) Issue of common shares 388 12,238 Common shares purchased for cancellation (104,337) (62,086) Perpetual preferred share dividends paid (2,213) (2,213) Common share dividends paid (137,752) (141,449)

(187,829) (226,010)

Investing activities Purchase of securities (24,896) (9,964) Proceeds from the sale of securities 10,756 21,774 Net (increase) decrease in loans (183,455) 7,882 Net additions to capital assets (13,078) (4,514) Net cash used in additions to intangible assets and acquisitions (17,003) (13,933)

(227,676) 1,245

Decrease in cash and cash equivalents (375,846) (93,041)Cash and cash equivalents, beginning of period 983,016 1,215,980

Cash and cash equivalents, end of period $ 607,170 $ 1,122,939

Cash $ 44,741 $ 56,935 Cash equivalents 562,429 1,066,004

$ 607,170 $ 1,122,939

Supplemental disclosure of cash flow information related to operating activities Interest and dividends received $ 62,246 $ 63,751 Interest paid $ 40,709 $ 44,977




PA

RT

D

IGM

FINA

NC

IAL IN

C.

IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 53

NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTSMarch 31, 2016 (unaudited) (In thousands of Canadian dollars, except shares and per share amounts)


IGM Financial Inc. (the Company) is a publicly listed company (TSX: IGM), incorporated and domiciled in Canada. The registered address of the Company is 447 Portage Avenue, Winnipeg, Manitoba, Canada. The Company is controlled by Power Financial Corporation.

IGM Financial Inc. is a financial services company which serves the financial needs of Canadians through its principal subsidiaries, each operating distinctly within the advice segment of the financial services market. The Company’s wholly-owned principal subsidiaries are Investors Group Inc. and Mackenzie Financial Corporation.

NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The unaudited Interim Condensed Consolidated Financial Statements of the Company (Interim Financial Statements) have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting, using the accounting policies as set out in Note 2 to the Consolidated Financial Statements for the year ended December 31, 2015. The Interim Financial Statements should be read in conjunction with the Consolidated Financial Statements in the 2015 IGM Financial Inc. Annual Report.


The Company continuously monitors the potential changes proposed by the International Accounting Standards Board (IASB) and analyzes the effect that changes in the standards may have on the Company’s operations.

IFRS 9 FINANCIAL INSTRUMENTS

The IASB issued IFRS 9 which replaces IAS 39, the current standard for accounting for financial instruments. The standard was completed in three separate phases:

• Classification and measurement: This phase requires that financial assets be classified at either amortized cost or fair value on the basis of the entity’s business model for managing the financial assets and the contractual cash flow characteristics of the financial assets.

• Impairment methodology: This phase replaces the current incurred loss model for impairment of financial assets with an expected loss model.

• Hedge accounting: This phase replaces the current rule-based hedge accounting requirements in IAS 39 with guidance that more closely aligns the accounting with an entity’s risk management activities.

This standard is effective for annual reporting periods beginning on or after January 1, 2018 and the impact of the standard is currently being assessed.

IFRS 15 REVENUE FROM CONTRACTS WITH CUSTOMERS

The IASB issued IFRS 15 which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. The model requires an entity to recognize revenue as the goods or services are transferred to the customer in an amount that reflects the expected consideration. This standard is effective for annual reporting periods beginning on or after January 1, 2018 and the impact of the standard is currently being assessed.

IFRS 16 LEASES

The IASB issued IFRS 16 which requires a lessee to recognize a right-of-use asset representing its right to use the underlying leased asset and a corresponding lease liability representing its obligation to make lease payments for all leases. A lessee recognizes the related expense as depreciation on the right-of-use asset and interest on the lease liability. Short-term (less than 12 months) and low-value asset leases are exempt from these requirements. The standard is effective for annual reporting periods beginning on or after January 1, 2019. The impact of this standard is currently being assessed.



PA

RT

D

IGM

FIN

AN

CIA

L IN

C.

54 IGM FINANCIAL INC. FIRST QUARTER REPORT 2016 / NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 3 LOANS

CONTRACTUAL MATURITY

MARCH 31 DECEMBER 31 1 YEAR 1 – 5 OVER 2016 2015 OR LESS YEARS 5 YEARS TOTAL TOTAL

Loans and receivables Residential mortgages $ 898,632 $ 6,097,385 $ 3,582 $ 6,999,599 $ 7,008,936

Less: Collective allowance 681 705

6,998,918 7,008,231Held for trading 577,935 384,217

$ 7,576,853 $ 7,392,448

The change in the collective allowance for credit losses is as follows:Balance, beginning of period $ 705 $ 762Write-offs, net of recoveries (226) (132)Provision for credit losses 202 75

Balance, end of period $ 681 $ 705

Total impaired loans as at March 31, 2016 were $2,418 (December 31, 2015 – $2,902).

Total interest income on loans classified as loans and receivables was $46.6 million (2015 – $47.4 million). Total interest expense on obligations to securitization entities, related to securitized loans, was $31.5 million (2015 – $35.4 million). Gains realized on the sale of residential mortgages totalled $2.7 million

(2015 – $7.1 million). Fair value adjustments related to mortgage banking operations totalled $(1.8) million (2015 – $4.0 million). These amounts were included in Net investment income and other. Net investment income and other also includes other mortgage banking related items including interest income on mortgages held for trading, portfolio insurance, issue costs, and other items.

NOTE 4 SECURITIZATIONS

The Company securitizes residential mortgages through the Canada Mortgage and Housing Corporation (CMHC) sponsored National Housing Act Mortgage-Backed Securities (NHA MBS) Program and Canada Mortgage Bond (CMB) Program and through Canadian bank-sponsored asset-backed commercial paper (ABCP) programs. These transactions do not meet the requirements for derecognition as the Company retains prepayment risk and certain elements of credit risk. Accordingly, the Company has retained these mortgages on its balance sheets and has recorded an offsetting liability for the net proceeds received as Obligations to securitization entities which is carried at amortized cost.

The Company earns interest on the mortgages and pays interest on the obligations to securitization entities. As part of the CMB transactions, the Company enters into a swap transaction whereby the Company pays coupons on CMBs and receives investment returns on the NHA MBS and the reinvestment of

repaid mortgage principal. A component of this swap, related to the obligation to pay CMB coupons and receive investment returns on repaid mortgage principal, is recorded as a derivative and had a negative fair value of $52.5 million at March 31, 2016 (December 31, 2015 – negative $47.4 million).

Under the NHA MBS and CMB Program, the Company has an obligation to make timely payments to security holders regardless of whether amounts are received from mortgagors. All mortgages securitized under the NHA MBS and CMB Program are insured by CMHC or another approved insurer under the program. As part of the ABCP transactions, the Company has provided cash reserves for credit enhancement which are carried at cost. Credit risk is limited to these cash reserves and future net interest income as the ABCP Trusts have no recourse to the Company’s other assets for failure to make payments when due. Credit risk is further limited to the extent these mortgages are insured.



PA

RT

D

IGM

FINA

NC

IAL IN

C.


NOTE 4 SECURITIZATIONS (continued)

OBLIGATIONS TO SECURITIZED SECURITIZATION MARCH 31, 2016 MORTGAGES ENTITIES NET

Carrying value NHA MBS and CMB Program $ 4,581,648 $ 4,700,529 $ (118,881) Bank sponsored ABCP 2,388,984 2,454,392 (65,408)

Total $ 6,970,632 $ 7,154,921 $ (184,289)

Fair value $ 7,220,583 $ 7,264,161 $ (43,578)

DECEMBER 31, 2015

Carrying value NHA MBS and CMB Program $ 4,611,583 $ 4,669,974 $ (58,391) Bank sponsored ABCP 2,369,681 2,422,440 (52,759)

Total $ 6,981,264 $ 7,092,414 $ (111,150)

Fair value $ 7,238,046 $ 7,272,394 $ (34,348)

The carrying value of Obligations to securitization entities, which is recorded net of issue costs, includes principal payments received on securitized mortgages that are not due to be settled

until after the reporting period. Issue costs are amortized over the life of the obligation on an effective interest rate basis.

NOTE 5 SHARE CAPITAL

AUTHORIZED

Unlimited number of: First preferred shares, issuable in series Second preferred shares, issuable in series Class 1 non-voting shares Common shares, no par value

ISSUED AND OUTSTANDING MARCH 31, 2016 MARCH 31, 2015 STATED STATED SHARES VALUE SHARES VALUE

Perpetual preferred shares – classified as equity: First preferred shares, Series B 6,000,000 $ 150,000 6,000,000 $ 150,000

Common shares: Balance, beginning of period 244,788,138 $ 1,623,948 251,469,346 $ 1,655,581 Issued under Stock Option Plan 14,526 410 327,049 14,608 Purchased for cancellation (2,991,900) (19,850) (1,385,000) (9,172)

Balance, end of period 241,810,764 $ 1,604,508 250,411,395 $ 1,661,017



PA

RT

D

IGM

FIN

AN

CIA

L IN

C.


NORMAL COURSE ISSUER BID

In the first quarter of 2016, 2,991,900 shares (2015 – 1,385,000 shares) were purchased at a cost of $104.3 million (2015 – $62.1 million). The premium paid to purchase the shares in excess of the stated value was charged to Retained earnings.

The Company commenced a normal course issuer bid on March 20, 2016 which is effective until March 19, 2017. Pursuant to this bid, the Company may purchase up to 12.1 million or 5% of its common shares outstanding as at March 10, 2016. On March 20, 2015, the Company commenced a normal course issuer bid, effective until March 19, 2016,

which authorized it to purchase up to 12.5 million or 5% of its common shares outstanding as at March 13, 2015.

In connection with its normal course issuer bid, the Company has established an automatic securities purchase plan for its common shares. The automatic securities purchase plan provides standard instructions regarding how the Company’s common shares are to be purchased under its normal course issuer bid during certain pre-determined trading blackout periods. Outside of these pre-determined trading blackout periods, purchases under the Company’s normal course issuer bid will be completed based upon management’s discretion.


The capital management policies, procedures and activities of the Company are discussed in the Capital Resources section of the Company’s Management’s Discussion and Analysis contained in the First Quarter 2016 Report to Shareholders

and in Note 17 to the Consolidated Financial Statements in the 2015 IGM Financial Inc. Annual Report and have not changed significantly since December 31, 2015.

NOTE 7 SHARE-BASED PAYMENTS

STOCK OPTION PLAN MARCH 31 DECEMBER 31 2016 2015

Common share options – Outstanding 8,691,076 7,441,165 – Exercisable 3,996,381 3,526,658

In the first quarter of 2016, the Company granted 1,575,595 options to employees (2015 – 1,293,075). The weighted-average fair value of options granted during the three months ended March 31, 2016 has been estimated at $1.61 per

option (2015 – $3.49) using the Black-Scholes option pricing model. The weighted-average closing share price at the grant dates was $35.06. The assumptions used in these valuation models include:


2016 2015

Exercise price $ 34.94 $ 43.97Risk-free interest rate 0.96% 1.04%Expected option life 6 years 6 yearsExpected volatility 18.00% 20.00%Expected dividend yield 6.44% 5.12%

Expected volatility has been estimated based on the historic volatility of the Company’s share price over six years which is reflective of the expected option life. Options vest over a period of up to 7.5 years from the grant date and are exercisable

no later than 10 years after the grant date. A portion of the outstanding options can only be exercised once certain performance targets are met.

NOTE 5 SHARE CAPITAL (continued)



PA

RT

D

IGM

FINA

NC

IAL IN

C.


NOTE 8 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

AVAILABLE INVESTMENT EMPLOYEE FOR SALE IN AFFILIATE MARCH 31, 2016 BENEFITS SECURITIES AND OTHER TOTAL

Balance, beginning of period $ (111,874) $ 2,658 $ 77,222 $ (31,994)Other comprehensive income (loss) (22,168) 494 13,575 (8,099)

Balance, end of period $ (134,042) $ 3,152 $ 90,797 $ (40,093)

MARCH 31, 2015

Balance, beginning of period $ (123,510) $ 194 $ 12,598 $ (110,718)Other comprehensive income (loss) (12,950) 2,571 3,863 (6,516)

Balance, end of period $ (136,460) $ 2,765 $ 16,461 $ (117,234)

Amounts are recorded net of tax.


The risk management policies and procedures of the Company are discussed in the Financial Instruments Risk section of the Company’s Management’s Discussion and Analysis contained in the First Quarter 2016 Report to Shareholders and in Note 20

to the Consolidated Financial Statements in the 2015 IGM Financial Inc. Annual Report and have not changed significantly since December 31, 2015.


Fair values are management’s estimates and are generally calculated using market conditions at a specific point in time and may not reflect future fair values. The calculations are subjective in nature, involve uncertainties and are matters of significant judgment.

All financial instruments measured at fair value and those for which fair value is disclosed are classified into one of three levels that distinguish fair value measurements by the significance of the inputs used for valuation.

Fair value is determined based on the price that would be received for an asset or paid to transfer a liability in the most advantageous market, utilizing a hierarchy of three different valuation techniques, based on the lowest level input that is significant to the fair value measurement in its entirety.

Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;

Level 2 – Observable inputs other than Level 1 quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or inputs other than

quoted prices that are observable or corroborated by observable market data; and

Level 3 – Unobservable inputs that are supported by little or no market activity. Valuation techniques are primarily model-based.

Markets are considered inactive when transactions are not occurring with sufficient regularity. Inactive markets may be characterized by a significant decline in the volume and level of observed trading activity or through large or erratic bid/offer spreads. In those instances where traded markets are not considered sufficiently active, fair value is measured using valuation models which may utilize predominantly observable market inputs (Level 2) or may utilize predominantly non-observable market inputs (Level 3). Management considers all reasonably available information including indicative broker quotations, any available pricing for similar instruments, recent arms length market transactions, any relevant observable market inputs, and internal model-based estimates. Management exercises judgment in determining the most appropriate inputs and the weighting ascribed to each input as well as in the selection of valuation methodologies.



PA

RT

D

IGM

FIN

AN

CIA

L IN

C.


Fair value is determined using the following methods and assumptions:

Securities and other financial assets and financial liabilities are valued using quoted prices from active markets, when available. When a quoted market price is not readily available, valuation techniques are used that require assumptions related to discount rates and the timing and amount of future cash flows. Wherever possible, observable market inputs are used in the valuation techniques.

Loans classified as Level 2 are valued using market interest rates for loans with similar credit risk and maturity.

Loans classified as Level 3 are valued by discounting the expected future cash flows at prevailing market yields.

Obligations to securitization entities are valued by discounting the expected future cash flows at prevailing market yields for securities issued by these securitization entities having similar terms and characteristics.

Deposits and certificates are valued by discounting the contractual cash flows using market interest rates currently offered for deposits with similar terms and credit risks.

Long-term debt is valued using quoted prices for each debenture available in the market.

Derivative financial instruments are valued based on quoted market prices, where available, prevailing market rates for instruments with similar characteristics and maturities, or discounted cash flow analysis.

Level 1 financial instruments include exchange-traded equity securities and open-end investment fund units and other financial liabilities in instances where there are quoted prices available from active markets.

Level 2 assets and liabilities include fixed income securities, loans, derivative financial instruments, deposits and certificates

and long-term debt. The fair value of fixed income securities is determined using quoted market prices or independent dealer price quotes. The fair value of derivative financial instruments and deposits and certificates are determined using valuation models, discounted cash flow methodologies, or similar techniques using primarily observable market inputs. The fair value of long-term debt is determined using indicative broker quotes.

Level 3 assets and liabilities include securities with little or no trading activity valued using broker-dealer quotes, loans, other financial assets, obligations to securitization entities and derivative financial instruments. Derivative financial instruments consist of principal reinvestment account swaps which represent the component of a swap entered into under the CMB Program whereby the Company pays coupons on Canada Mortgage Bonds and receives investment returns on the reinvestment of repaid mortgage principal. Fair value is determined by discounting the projected cashflows of the swaps. The notional amount, which is an input used to determine the fair value of the swap, is determined using an average unobservable prepayment rate of 15% which is based on historical prepayment patterns. An increase (decrease) in the assumed mortgage prepayment rate increases (decreases) the notional amount of the swap.

The following table presents the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy. The table distinguishes between those financial instruments recorded at fair value and those recorded at amortized cost. The table also excludes fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value. These items include cash and cash equivalents, accounts and other receivables, certain other financial assets, accounts payable and accrued liabilities, and certain other financial liabilities.

NOTE 10 FAIR VALUE OF FINANCIAL INSTRUMENTS (continued)



PA

RT

D

IGM

FINA

NC

IAL IN

C.


FAIR VALUE

CARRYING VALUE LEVEL 1 LEVEL 2 LEVEL 3 TOTAL

MARCH 31, 2016

Financial assets recorded at fair value Securities – Available for sale $ 8,632 $ 8,632 $ – $ – $ 8,632 – Held for trading 56,290 53,993 1,019 1,278 56,290 Loans – Held for trading 577,935 – 577,935 – 577,935 Derivative financial instruments 66,365 – 66,365 – 66,365 Other financial assets 9,273 – – 9,273 9,273Financial assets recorded at amortized cost Loans – Loans and receivables 6,998,918 – 29,252 7,220,583 7,249,835Financial liabilities recorded at fair value Derivative financial instruments 58,425 – 5,923 52,502 58,425 Other financial liabilities 5,745 5,745 – – 5,745Financial liabilities recorded at amortized cost Deposits and certificates 300,915 – 302,250 – 302,250 Obligations to securitization entities 7,154,921 – – 7,264,161 7,264,161 Long-term debt 1,325,000 – 1,657,305 – 1,657,305

DECEMBER 31, 2015

Financial assets recorded at fair value Securities – Available for sale $ 6,092 $ 6,092 $ – $ – $ 6,092 – Held for trading 44,670 42,215 1,167 1,288 44,670 Loans – Held for trading 384,217 – 384,217 – 384,217 Derivative financial instruments 58,364 – 58,364 – 58,364 Other financial assets 9,273 – – 9,273 9,273Financial assets recorded at amortized cost Loans – Loans and receivables 7,008,231 – 27,856 7,238,046 7,265,902Financial liabilities recorded at fair value Derivative financial instruments 57,836 – 10,422 47,414 57,836 Other financial liabilities 4,145 4,145 – – 4,145Financial liabilities recorded at amortized cost Deposits and certificates 310,074 – 311,770 – 311,770 Obligations to securitization entities 7,092,414 – – 7,272,394 7,272,394 Long-term debt 1,325,000 – 1,661,150 – 1,661,150

There were no significant transfers between Level 1 and Level 2 in 2016 and 2015.




PA

RT

D

IGM

FIN

AN

CIA

L IN

C.



The following table provides a summary of changes in Level 3 assets and liabilities measured at fair value on a recurring basis.

GAINS/(LOSSES) GAINS/ INCLUDED IN (LOSSES) OTHER PURCHASES BALANCE INCLUDED IN COMPREHENSIVE AND TRANSFERS BALANCE JANUARY 1 NET EARNINGS(1) INCOME(2) ISSUANCES SETTLEMENTS IN/OUT MARCH 31

MARCH 31, 2016

Assets Securities – Held for trading $ 1,288 $ (10) $ – $ – $ – $ – $ 1,278 Other financial assets 9,273 – – – – – 9,273Liabilities Derivative financial instruments, net 47,414 (8,006) – 1,157 4,075 – 52,502

MARCH 31, 2015

Assets Securities – Held for trading $ 1,603 $ 19 $ – $ – $ – $ – $ 1,622 Other financial assets(3) – – 3,562 – – 5,711 9,273Liabilities Derivative financial instruments, net 26,327 (27,506) – (793) 2,301 – 50,739

(1) Included in Net investment income in the Consolidated Statements of Earnings.

(2) Included in Available for sale securities – Net unrealized gains (losses) in the Consolidated Statements of Comprehensive Income.

(3) Other financial assets previously recorded at cost were re-measured at fair value using recent market transactions.

NOTE 11 EARNINGS PER COMMON SHARE


2016 2015

Earnings Net earnings $ 169,176 $ 202,559 Perpetual preferred share dividends 2,213 2,213

Net earnings available to common shareholders $ 166,963 $ 200,346

Number of common shares (in thousands)

Average number of common shares outstanding 243,127 251,211 Add: Potential exercise of outstanding stock options(1) 84 210

Average number of common shares outstanding – diluted basis 243,211 251,421

Earnings per common share (in dollars)

Basic $ 0.69 $ 0.80 Diluted $ 0.69 $ 0.80

(1) Excludes 2,291 thousand shares in 2016 related to outstanding stock options that were anti-dilutive (2015 – 571 thousand).



PA

RT

D

IGM

FINA

NC

IAL IN

C.


NOTE 12 RELATED PARTY TRANSACTIONS

The Company entered into tax loss consolidation transactions with its parent company, Power Financial Corporation, after obtaining advance tax rulings:



The preferred shares and debentures and related dividend income and interest expense are offset in the Consolidated Financial Statements of the Company. Tax savings arise due to the tax deductibility of the interest expense.


The Company’s reportable segments are:

• Investors Group

• Mackenzie

• Corporate and Other

These segments reflect the current organizational structure and internal financial reporting. Management measures and evaluates the performance of these segments based on earnings before interest and taxes.

Investors Group earns fee-based revenues in the conduct of its core business activities which are primarily related to the distribution, management and administration of its investment

funds. It also earns fee revenues from the provision of brokerage services and the distribution of insurance and banking products. In addition, Investors Group earns intermediary revenues primarily from mortgage banking and servicing activities and from the assets funded by deposit and certificate products.

Mackenzie earns fee-based revenues from services it provides as fund manager to its investment funds and as investment advisor to sub-advisory and institutional accounts.

Corporate and Other includes Investment Planning Counsel, equity income from its investment in Lifeco, net investment income on unallocated investments, other income, and also includes consolidation elimination entries.



PA

RT

D

IGM

FIN

AN

CIA

L IN

C.


2016

INVESTORS CORPORATE THREE MONTHS ENDED MARCH 31 GROUP MACKENZIE AND OTHER TOTAL

Revenues Management fees $ 308,218 $ 160,491 $ 15,127 $ 483,836 Administration fees 73,618 22,384 4,348 100,350 Distribution fees 49,878 2,563 42,527 94,968 Net investment income and other 13,777 318 29,590 43,685

445,491 185,756 91,592 722,839

Expenses Commission 147,388 71,675 42,452 261,515 Non-commission 135,029 77,627 15,211 227,867

282,417 149,302 57,663 489,382

Earnings before undernoted $ 163,074 $ 36,454 $ 33,929 233,457

Interest expense 22,913

Earnings before income taxes 210,544Income taxes 41,368

Net earnings 169,176Perpetual preferred share dividends 2,213

Net earnings available to common shareholders $ 166,963

Identifiable assets $ 9,033,130 $ 1,304,134 $ 1,794,122 $ 12,131,386Goodwill 1,347,781 1,168,580 143,495 2,659,856

Total assets $ 10,380,911 $ 2,472,714 $ 1,937,617 $ 14,791,242

NOTE 13 SEGMENTED INFORMATION (continued)



PA

RT

D

IGM

FINA

NC

IAL IN

C.


2015

INVESTORS CORPORATE THREE MONTHS ENDED MARCH 31 GROUP MACKENZIE AND OTHER TOTAL

Revenues Management fees $ 316,181 $ 177,962 $ 14,968 $ 509,111 Administration fees 73,029 25,540 3,667 102,236 Distribution fees 46,270 3,246 45,017 94,533 Net investment income and other 21,518 4,218 29,247 54,983

456,998 210,966 92,899 760,863

Expenses Commission 144,979 77,858 44,030 266,867 Non-commission 121,331 76,186 16,105 213,622

266,310 154,044 60,135 480,489

Earnings before undernoted $ 190,688 $ 56,922 $ 32,764 280,374

Interest expense 22,750

Earnings before income taxes 257,624Income taxes 55,065

Net earnings 202,559Perpetual preferred share dividends 2,213

Net earnings available to common shareholders $ 200,346

Identifiable assets $ 8,272,283 $ 1,342,012 $ 2,140,083 $ 11,754,378Goodwill 1,347,781 1,168,580 143,495 2,659,856

Total assets $ 9,620,064 $ 2,510,592 $ 2,283,578 $ 14,414,234

NOTE 13 SEGMENTED INFORMATION (continued)






PA

RT

E

PAR

GE

SA H

OLD

ING

SA

Pargesa Holding SA

P A R T E

The attached document discloses information relating to the fi nancial results of Pargesa Holding SA as issued by Pargesa Holding SA.

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 6 E 1

PCC_QUAT1_Eng05_PAR_2016-11-05_v1.indd E1PCC_QUAT1_Eng05_PAR_2016-11-05_v1.indd E1 16-05-11 3:10 PM16-05-11 3:10 PM

PA

RT

E

PAR

GE

SA H

OLD

ING

SA

PARGESA HOLDING SA

HIGHLIGHTS

E 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 6


PA

RT

E

PAR

GE

SA H

OLD

ING

SA

ECONOMIC PRESENTATION OF PARGESA’S FINANCIAL RESULTS



PA

RT

E

PAR

GE

SA H

OLD

ING

SA

FIRST QUARTER2016

Operating contribution of the main shareholdingsConsolidated

25.6

Equity method

Non consolidated:41.5(8.7)

Operating contribution of the main shareholdings 58.4per share [SF] 0.69 0.63

(1.6)26.3(6.3)

Economic operating income 76.8per share [SF] 0.91 0.63

(3.2)(444.9)

Net income (loss) (371.3)per share [SF] (4.39) 1.02

84,659

1.096



PA

RT

E

PAR

GE

SA H

OLD

ING

SA

CONSOLIDATED AND EQUITY ACCOUNTED HOLDINGS

Imerys

Lafarge

NON CONSOLIDATED HOLDINGS

SGS

Total

PRIVATE EQUITY ACTIVITIES AND OTHER INVESTMENT FUNDS



PA

RT

E

PAR

GE

SA H

OLD

ING

SA

NET FINANCIAL INCOME AND EXPENSES

GENERAL EXPENSES AND TAXES

NON OPERATING INCOME



PA

RT

E

PAR

GE

SA H

OLD

ING

SA

PRESENTATION OF RESULTS IN ACCORDANCE WITH IFRS

FIRST QUARTER2016

1,243.8(1,122.4)

(859.1)Operating profit (loss) (737.7)

63.133.2

(40.0)7.5

Consolidated net profit (loss) (673.9)(302.6)

Attributable to Pargesa shareholders (371.3)

84,659

Basic earnings per share attributable to Pargesa shareholders [SF] (4.39) 1.02

1.096



PA

RT

E

PAR

GE

SA H

OLD

ING

SA

ADJUSTED NET ASSET VALUE

Pargesa’s flow through adjusted net asset value

Total portfolio

Adjusted net asset value

per Pargesa share 61.3 SF 91.8



WE SUPPORT

Power Corporation of Canada has been designated

“A Caring Company” by Imagine, a national program to

promote corporate and public giving, volunteering and

support in the community.

To learn more about the organizations we support, visit

www.PowerCorporationCommunity.com

Corporate Information

This document is also available on the Corporation’s website

and on SEDAR at www.sedar.com.

Stock Listings

Shares of Power Corporation of Canada are listed on the

Toronto Stock Exchange:

Subordinate Voting Shares: POW

Participating Preferred Shares: POW.PR.E

First Preferred Shares 1986 Series: POW.PR.F

First Preferred Shares, Series A: POW.PR.A

First Preferred Shares, Series B: POW.PR.B

First Preferred Shares, Series C: POW.PR.C

First Preferred Shares, Series D: POW.PR.D

First Preferred Shares, Series G: POW.PR.G

Transfer Agent and Registrar

Computershare Investor Services Inc.

O� ces in:

Montréal, Québec; Toronto, Ontario;

Vancouver, British Columbia

www.investorcentre.com

Shareholder Services

Shareholders with questions relating to the payment of

dividends, change of address and share certifi cates should

contact the Transfer Agent:

Computershare Investor Services Inc.

Shareholder Services

100 University Avenue, 8th Floor

Toronto, Ontario, Canada M5J 2Y1

Telephone: 1-800-564-6253 (toll-free in Canada and the U.S.)

or 514-982-7555

www.computershare.com

POWER CORPORATION OF CANADA

751 Victoria Square

Montréal, Québec, Canada H2Y 2J3

514-286-7400

1-800-890-7440

161 Bay Street, Suite 5000

Toronto, Ontario, Canada M5J 2S1

www.powercorporation.com

PR

INT

ED

IN

CA

NA

DA

PO

WE

R C

OR

PO

RA

TIO

N O

F C

AN

AD

AF

irst Qu

arter Rep

ort 20

16

Documents

For the period ended - Power Corporation of Canada€¦ · PPCC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1CC_QUAT1_ENG00_Letter_2016-12-05_v1.indd 1 116-05-12 7:30 PM6-05-12 7:30