|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/01/23 Priac Variable Contract Account A 485BPOS 5/01/23 13:9.2M Donnelley … Solutions/FA → Eaic Variable Contract Account A ⇒ Empower Retirement Security Annuity VI |
Document/Exhibit Description Pages Size
1: 485BPOS Post-Effective Amendment of a Form N-1 or N-1A HTML 7.71M
Registration
2: EX-99.(F)(3) Miscellaneous Exhibit HTML 16K
3: EX-99.(H)(5) Miscellaneous Exhibit HTML 23K
4: EX-99.(K) Miscellaneous Exhibit HTML 10K
5: EX-99.(L)(1) Miscellaneous Exhibit HTML 8K
6: EX-99.(L)(2) Miscellaneous Exhibit HTML 7K
7: EX-99.(P) Miscellaneous Exhibit HTML 60K
9: R1 N-4 HTML 383K
11: XML IDEA XML File -- Filing Summary XML 14K
10: XML XBRL Instance -- d458095d485bpos_htm XML 311K
8: EX-101.SCH XBRL Schema -- gwfi-20230428 XSD 63K
12: JSON XBRL Instance as JSON Data -- MetaLinks 86± 95K
13: ZIP XBRL Zipped Folder -- 0001193125-23-128210-xbrl Zip 472K
| 485BPOS |
| |
immediately upon filing pursuant to paragraph (b) of Rule 485 |
| x |
on May 1, 2023 pursuant to paragraph (b) of Rule 485 |
| |
60 days after filing pursuant to paragraph (a) of Rule 485 |
| |
on May 1, 2023 pursuant to paragraph (a) of Rule 485 |
| Section |
Page |
| 4 | |
| 7 | |
| 9 | |
| 12 | |
| 13 | |
| 14 | |
| 14 | |
| 15 | |
| 15 | |
| 16 | |
| 16 | |
| 18 | |
| 18 | |
| 18 | |
| 19 | |
| 19 | |
| 21 | |
| 22 | |
| 22 | |
| 24 | |
| 25 | |
| 26 | |
| 26 | |
| 26 | |
| 27 | |
| 27 | |
| 27 | |
| 27 | |
| 28 | |
| 28 | |
| 28 | |
| 29 | |
| 29 | |
| 30 | |
| 30 | |
| 30 | |
| 30 | |
| 30 | |
| 30 | |
| 31 | |
| 31 | |
| 31 | |
| 32 | |
| 32 | |
| 33 | |
| 33 | |
| 33 | |
| 34 | |
| 35 | |
| 35 | |
| 35 | |
| 36 | |
| 36 | |
| 36 | |
| 37 |
| FEES AND EXPENSES |
| Charges for Early Withdrawals |
There are no fees for early withdrawals and you are not prohibited from making early withdrawals. | ||
| Transaction Charges |
Charges may be applied to a transaction if state or local premium taxes are assessed. Charges may be applied to transfers (if more than 12 in a Contract year). For more information about transaction charges, please refer to Section 5, “What Are The Expenses Associated With The Empower Retirement Security Annuity VI?” later in this prospectus. | ||
| Ongoing Fees and Expenses (annual charges) |
The table below describes the fees and expenses that you may pay each year, depending on the options you choose. Please refer to your Contract for information about the specific fees you will pay each year based on the options you have elected. | ||
| |
Annual Fee |
Minimum |
Maximum |
| Base Contract1 |
i 1.15%3 |
i 3.00% | |
| Investment Options (Portfolio Fees and Expenses) |
i 0.06% |
i 0.06% | |
| Optional Benefits For An Additional Charge2 |
i None |
i None | |
| i 1 The Base Contract fee includes the fee for the IncomeFlex Target Benefit and the mortality and expense fee. i 2 The Optional Benefit is the Optional Spousal Benefit. 3
The minimum fee noted is the current fee for the Contract. | |||
| For more information about the IncomeFlex Target Benefit and the Optional Spousal Benefit, please refer to Section 3, “What Are The Benefits Available Under The Contract?” later in this prospectus. | |||
| |
To help you understand the cost of investing in the Contract, the following table shows the lowest and highest costs you could pay based on the minimum and maximum charges allowable under the Contract. | ||
| |
Lowest Annual Cost $ i 1,115 |
Highest Annual Cost $ i 2,686 | |
| |
Assumes: •Investment of $100,000 •5% annual appreciation •Least expensive combination of Base Contract fee and portfolio fees and expenses •No sales charges •No additional purchase payments, transfers or withdrawals |
Assumes: •Investment of $100,000 •5% annual appreciation •Most expensive combination of Base Contract fee and portfolio fees and expenses •No sales charges •No additional purchase payments, transfers or withdrawals | |
| |
For more information about ongoing fees and expenses, please refer to Section 5, “What Are The Expenses Associated With The Empower Retirement Security Annuity VI?” later in this prospectus. | ||
| RISKS | |||
| Risk of Loss |
i You can lose money by participating in the Contract. For more information about the risk of loss, please refer to Section 2, “What Are The Principal Risks Of Investing In The Contract?” later in this prospectus. | ||
| Not a Short-Term Investment |
i The Contract is not a short-term investment and is not appropriate for an investor who needs ready access to cash. The Contract is designed to provide benefits on a | ||
| |
long-term basis. This product is also specifically designed (and priced) for those concerned they may outlive their income. Consequently, you should not use the Contract as a short-term investment or savings vehicle. Because of the long-term nature of the Contract, you should consider whether investing purchase payments in the Contract is consistent with the purpose for which the investment is being considered. For more information about the risk profile of the Contract, please refer to prospectus. | ||
| Risks Associated with Investment Options |
i An investment in the Contract is subject to the risk of poor investment performance and can vary depending on the performance of the investment options available under the Contract, each of which has its own unique risks. You should review the investment options before making an investment decision. For
more information about the risks associated with the investment options, please refer to Section 2, “What Are The Principal Risks Of Investing In The Contract?” later in this prospectus. | ||
| Insurance Company Risks |
i An investment in the Contract is subject to the risks related to Empower Annuity Insurance Company. Any obligations, guarantees, or benefits are subject to the claims-paying ability of Empower Annuity Insurance Company. More information about Empower Annuity Insurance Company is available upon request. Such requests can be made toll-free at (877)
778-2100. For more information about insurance company risks, please refer to Section 2, “What Are The Principal Risks Of Investing In The Contract?” later in this prospectus. | ||
| RESTRICTIONS | |||
| Investment Options |
i •During the Contract Accumulation Phase, you may make up to 12 transfers each Contract year without charge. If you make more than 12 transfers in one Contract year, you may be charged up to $30 for each additional transfer. •Empower Annuity Insurance Company reserves the right to remove or substitute
the portfolio used by a Variable Investment Option. You will be given specific notice in advance of any substitution we intend to make. For more information about investment and transfer restrictions, please refer to Security Annuity VI?” later in this prospectus. | ||
| Optional Benefits |
i This Contract provides a standard guaranteed income benefit at a cost deducted from your Contract Value with an optional Spousal Benefit. You should know that: •Once you “lock in” your Annual Guaranteed Withdrawal Amount, taking withdrawals over that amount will
permanently reduce the Annual Guaranteed Withdrawal Amount and possibly terminate the benefit without value. •Once you “lock in” your IncomeFlex Target Benefit and elect the Spousal Benefit, your choice is irrevocable. While there is no additional charge for optional Spousal Benefit, any Annual Guaranteed Withdrawal Amounts will be less than if you had not elected it. For more information about the IncomeFlex Target Benefit and the Spousal Benefit, please refer to Section
3, “What Are The Benefits Available Under The Contract?” later in this prospectus. | ||
| TAXES | |||
| Tax Implications |
i You should consult with a tax professional to determine the tax implications of an investment in and payments received under the Contract. Withdrawals will be subject to ordinary income tax, and may be subject to tax penalties. For more information about tax implications, please refer to Section
9, “What Are The Tax Considerations Associated With The Empower Retirement Security Annuity VI?” later in this prospectus. | ||
| CONFLICTS OF INTEREST | |||
| Investment Professional Compensation |
i Investment professionals may receive compensation for selling the Contract to investors and may have a financial incentive to offer or recommend the Contract over another investment. Compensation (commissions, overrides, and any expense reimbursement allowance) is paid to broker-dealers that are registered under the Securities Exchange
Act of 1934 and/or entities that are exempt from such registration (firms). The individual representative will receive all or a portion of the compensation, depending on the practice of the firm. For more information about compensation, please refer to Section 10, “Other Information” later in this prospectus. | ||
| Exchanges |
i Some investment professionals may have a financial incentive to offer you an annuity in place of the one you already own. You should only exchange your contract if you determine after comparing the features, fees, and risks of both contracts, that it is preferable to purchase the new contract, rather than continue to own your existing contract. For more information about exchanges, please refer to Section 9, “What Are The Tax Considerations Associated With The Empower Retirement Security Annuity VI?” later in this prospectus. | ||
| TRANSACTION EXPENSES | ||
| |
Current |
Maximum |
| Sales Charge Imposed on Purchases |
i None |
i None |
| Contingent Deferred Sales Charge (as a percentage of purchase payments or amount) |
i None |
i None |
| Transfer Fee 1 |
$ i 0 |
$ i 30 |
| Charge For Premium Tax Imposed On Us By Certain States/Jurisdictions (as a percentage of Contract Value) |
N/A2 |
3.5% |
| ANNUAL CONTRACT EXPENSES | ||
| |
Current |
Maximum |
| Administrative Expenses |
$ i 0 |
$ i 150 |
| Base Contract Expenses1,2 |
i 1.15% |
i 3.00% |
| Optional Benefit Expenses1,3 |
i 0.00% |
i 0.00% |
| ANNUAL PORTFOLIO COMPANY EXPENSES | |
| Annual Portfolio Company Expenses |
i 0.06% |
| i (expenses that are deducted from portfolio assets, including management fees, distribution and/or service (12b-1) fees, and other expenses) | |
| |
1 Yr. |
3 Yrs. |
5 Yrs. |
10 Yrs. |
| If you surrender your interest in the Contract at the end of the applicable time period: |
$ i 3,240 |
$ i 9,886 |
$ i 16,762 |
$ i 35,019 |
| If you annuitize at the end of the applicable time period: |
$ i 3,240 |
$ i 9,886 |
$ i 16,762 |
$ i 35,019 |
| If you do not surrender interest in the Contract: |
$ i 3,240 |
$ i 9,886 |
$ i 16,762 |
$ i 35,019 |
| i NAME OF BENEFIT |
i PURPOSE |
STANDARD OR OPTIONAL |
ANNUAL FEES |
i RESTRICTIONS/ LIMITATIONS | |
| Current |
Maximum | ||||
| i Death Benefit |
i Provides protection for your beneficiary(ies) by ensuring that they do not receive less than your Contract Value. |
i Standard |
$ i 0 |
$ i 0 |
None |
| NAME OF BENEFIT |
PURPOSE |
STANDARD OR OPTIONAL |
ANNUAL FEES |
RESTRICTIONS/ LIMITATIONS | |
| Current |
Maximum | ||||
| i IncomeFlex Target Benefit (also referred to as the Base Contract Expense) |
i Once locked in, guarantees your ability to withdraw an Annual Guaranteed Withdrawal Amount, even if your Contract Value is reduced to zero. |
i Standard |
i 1.15%1 |
i 1.50%1 |
i If your Contract Value is reduced to zero because of excess withdrawals, you will not receive any further payments. Additionally,
excess withdrawals reduce the amount of your Annual Guaranteed Withdrawal Amount permanently. |
| i Optional Benefit2 |
i Designed to provide an Annual Guaranteed Withdrawal Amount until the last to die of you and your spouse. |
i Optional |
i 0.00%1 |
i 0.00%1 |
i Results in a lesser Annual Guaranteed Withdrawal Amount. Once elected, the Spousal Benefit may not be revoked. Excess
withdrawal rules noted above apply. |
| •Contract Value: |
$100,000 |
| •Withdrawal amount: |
$10,000 |
| •Ratio of withdrawal to Contract Value ($ 10,000/$100,000): |
10% |
| •Highest Birthday Value: |
$120,000 |
| •Highest Birthday Value reduced by 10%, or |
$12,000 |
| •Adjusted Highest Birthday Value: |
$108,000 |
| Age at Lock-In |
Single Life |
Spousal Benefit (using age of younger spouse) |
Income Base Needed To Produce $250 Minimum Annual Guaranteed Withdrawal Amount – Single Life |
Income Base Needed To Produce $250 Minimum Annual Guaranteed Withdrawal Amount – Spousal |
| 55-64 |
4.25% |
3.75% |
$5,882.35 |
$6,666.67 |
| 65-69 |
5.00% |
4.50% |
$5,000.00 |
$5,555.56 |
| 70+ |
5.75% |
5.25% |
$4,347.83 |
$4,761.90 |
| Participant age: |
58 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (on Lock-In Date): |
$100,000 |
(greater of Contract Value and HBV) |
| Annual Guaranteed Withdrawal Amount: |
$4,250 |
(4.25% of Income Base) |
| Participant age: |
66 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (on Lock-In Date): |
$100,000 |
(greater of Contract Value and HBV) |
| Annual Guaranteed Withdrawal Amount: |
$5,000 |
(5% of Income Base) |
| Participant age: |
71 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (on Lock-In Date): |
$100,000 |
(greater of Contract Value and HBV) |
| Annual Guaranteed Withdrawal Amount: |
$5,750 |
(5.75% of Income Base) |
| Your age: |
58 |
|
| Spouse age: |
56 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (Lock-In Date): |
$100,000 |
(greater of Contract Value or HBV) |
| Annual Guaranteed Withdrawal Amount: |
$3,750 |
(3.75% of Income Base) |
| Your age: |
66 |
|
| Spouse age: |
65 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (Lock-In Date): |
$100,000 |
(greater of Contract Value or HBV) |
| Annual Guaranteed Withdrawal Amount: |
$4,500 |
(4.50% of Income Base) |
| Your age: |
71 |
|
| Spouse age: |
65 |
|
| Contract Value as of Business Day prior to Lock-In Date: |
$80,000 |
|
| Highest Birthday Value (HBV): |
$100,000 |
|
| Income Base (Lock-In Date): |
$100,000 |
(greater of Contract Value or HBV) |
| Annual Guaranteed Withdrawal Amount: |
$4,500 |
(4.50% of Income Base) |
| Income Base: |
$200,000 |
| Guaranteed Withdrawal Percentage: |
5.00% |
| Annual Guaranteed Withdrawal Amount: |
$ 10,000 |
| Withdrawal Period: |
May 6, 2021 through May 5, 2022 |
| Contract Value prior to withdrawal on June 11, 2021 (date of first withdrawal) |
$160,000 |
| Contract Value prior to withdrawal on July 12, 2021 (date of second withdrawal) |
$150,000 |
| Withdrawal Period |
May 6, 2021 through May 5, 2022 |
| Contract Value on April 13, 2020 |
$160,000 |
| Contract Value on May 7, 2020 |
$146,000 |
| Annual Guaranteed Withdrawal Amount |
$10,000 |
| Required Minimum Distribution Amount |
$14,000 (for calendar year 2021) |
| RMD Value |
$4,000 (for calendar year 2021) |
| Birthday |
May 6 |
| Annual Guaranteed Withdrawal Amount |
$4,000 |
| Contract Value as of May 5, 2021 |
$100,000 |
| Guaranteed Withdrawal Percentage |
5% |
| |
Current |
Maximum |
| Administrative Expense |
$0 |
$150 |
| |
Current |
Maximum |
| IncomeFlex Target Benefit (also referred to as the Base Contract Expense) |
1.15% |
1.50% |
| i PORTFOLIO TYPE/INVESTMENT OBJECTIVE |
PORTFOLIO NAME AND ADVISER/SUBADVISER |
CURRENT EXPENSES |
AVERAGE ANNUAL TOTAL RETURNS (as of 12/31/2022) | ||
| 1 YEAR |
5 YEARS |
10 YEARS | |||
| i Moderate Allocation With 60% of its assets, the fund seeks to track the performance of a benchmark index that measures the investment return of the
overall U.S. stock market. With 40% of its assets, the fund seeks to track the performance of a broad, market- weighted bond index. |
i Vanguard Balanced Index Fund (Institutional Shares) Adviser: i The
Vanguard Group, Inc. |
i 0.06% |
- i 16.87% |
i 5.52% |
i 7.79% |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors of Empower Annuity Insurance Company of America and the Contract Owners of PRIAC Variable Contract Account A
Opinion on the Financial Statements
We have audited the accompanying statements of net assets of each of the subaccounts listed in Appendix A of PRIAC Variable Contract Account A (the “Separate Account”) as of December 31, 2022, the related statements of operations and changes in net assets for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of each of the subaccounts constituting the Separate Account as of December 31, 2022, and the results of their operations and the changes in their net assets for the year then ended, in conformity with accounting principles generally accepted in the United States of America. The statements of changes in net assets for the year ended December 31, 2021 and financial highlights for each of the years in the four-year period ended December 31, 2021 were audited by other auditors, whose report, dated April 13, 2022, expressed an unqualified opinion on such financial statements and financial highlights.
Basis for Opinion
These financial statements are the responsibility of the Separate Account’s management. Our responsibility is to express an opinion on the Separate Account’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Separate Account in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Separate Account is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Separate Account’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of securities owned as of December 31, 2022, by correspondence with mutual fund companies; when replies were not received from mutual fund companies, we performed other auditing procedures. We believe that our audits provide a reasonable basis for our opinion.
DELOITTE & TOUCHE LLP
Denver, Colorado
We have served as the auditor of one or more Empower Annuity Insurance Company of America separate accounts since 1981.
Appendix A – List of Subaccounts of PRIAC Variable Contract Account A
| AST Capital Growth Asset Allocation Portfolio |
| AST Balanced Asset Allocation Portfolio |
| AST Preservation Asset Allocation Portfolio |
| PGIM Balanced Fund (Class Z) |
| Vanguard Balanced Index Fund (Institutional Shares) |
| PGIM 60/40 Allocation Fund |
Report of Independent Registered Public Accounting Firm
To the Board of Directors of Empower Annuity Insurance Company and
the Contract Owners of PRIAC Variable Contract Account A
Opinions on the Financial Statements
We have audited the accompanying statements of changes in net assets of each of the subaccounts of PRIAC Variable Contract Account A indicated in the table below for the year ended December 31, 2021, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the changes in net assets of each of the subaccounts of PRIAC Variable Contract Account A for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
| AST Capital Growth Asset Allocation Portfolio | PGIM Balanced Fund (Class Z) | |
| AST Balanced Asset Allocation Portfolio | Vanguard Balanced Index Fund (Institutional Shares) | |
| AST Preservation Asset Allocation Portfolio |
PGIM 60/40 Allocation Fund (Class R6) |
Basis for Opinions
These financial statements are the responsibility of Empower Annuity Insurance Company (formerly known as Prudential Retirement Insurance and Annuity Company) management. Our responsibility is to express an opinion on the financial statements of each of the subaccounts of PRIAC Variable Contract Account A based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to each of the subaccounts of PRIAC Variable Contract Account A in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our procedures included confirmation of investments owned as of December 31, 2021 by correspondence with the transfer agents of the investee mutual funds. We believe that our audits provide a reasonable basis for our opinions.
/s/ PricewaterhouseCoopers LLP
New York, New York
We have served as the auditor of one or more of the subaccounts of PRIAC Variable Contract Account A since 2006.
PricewaterhouseCoopers LLP, PricewaterhouseCoopers Center, 300 Madison Avenue, New York, NY 10017 T: (646) 471 3000, www.pwc.com/us
FINANCIAL STATEMENTS OF
PRIAC VARIABLE CONTRACT ACCOUNT A
STATEMENTS OF NET ASSETS
| SUBACCOUNTS | ||||||||||||||||||||||||
| AST Capital Growth Asset Allocation Portfolio |
AST Balanced Asset Allocation Portfolio |
AST Preservation Asset Allocation Portfolio |
PGIM Balanced Fund (Class Z) |
Vanguard Balanced Index Fund (Institutional Shares) |
PGIM 60/40 Allocation Fund (Class R6) |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| ASSETS |
||||||||||||||||||||||||
| Investment in the portfolios, at fair value |
$ | 13,590,361 | $ | 15,750,008 | $ | 7,616,807 | $ | 24,987,681 | $ | 186,400,162 | $ | 83,610,675 | ||||||||||||
| Due from (due to) the Company |
4 | 3 | 8 | 71 | (4 | ) | 265 | |||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Net Assets |
13,590,365 | 15,750,011 | 7,616,815 | 24,987,752 | 186,400,158 | 83,610,940 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET ASSETS, representing: |
||||||||||||||||||||||||
| Equity of Participants |
$ | 13,590,365 | $ | 15,750,011 | $ | 7,616,815 | $ | 24,987,752 | $ | 186,400,158 | $ | 83,610,940 | ||||||||||||
| Equity of the Company |
- | - | - | - | - | - | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| $ | 13,590,365 | $ | 15,750,011 | $ | 7,616,815 | $ | 24,987,752 | $ | 186,400,158 | $ | 83,610,940 | |||||||||||||
|
|
|
|||||||||||||||||||||||
| Units outstanding |
742,434 | 918,220 | 511,369 | 1,072,245 | 12,067,307 | 6,628,508 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| Portfolio shares held |
566,501 | 728,156 | 431,303 | 1,712,658 | 4,699,954 | 7,947,783 | ||||||||||||||||||
| Portfolio net asset value per share |
$ | 23.99 | $ | 21.63 | $ | 17.66 | $ | 14.59 | $ | 39.66 | $ | 10.52 | ||||||||||||
| Investment in portfolio shares, at cost |
$ | 8,548,608 | $ | 8,494,633 | $ | 5,329,728 | $ | 24,411,699 | $ | 185,413,225 | $ | 91,195,214 | ||||||||||||
STATEMENTS OF OPERATIONS
| For the year ended December 31, 2022 |
SUBACCOUNTS | |||||||||||||||||||||||
| AST Capital Growth Asset Allocation Portfolio |
AST Balanced Asset Allocation Portfolio |
AST Preservation Asset Allocation Portfolio |
PGIM Balanced Fund (Class Z) |
Vanguard Balanced Index Fund (Institutional Shares) |
PGIM 60/40 Allocation Fund (Class R6) |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| 1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| INVESTMENT INCOME |
||||||||||||||||||||||||
| Dividend income |
$ | - | $ | - | $ | - | $ | 498,084 | $ | 3,583,139 | $ | 2,191,863 | ||||||||||||
|
|
|
|||||||||||||||||||||||
| EXPENSES |
||||||||||||||||||||||||
| Charges for mortality and expense risk, and for administration |
101,085 | 168,542 | 83,613 | 270,181 | 2,290,396 | 841,284 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INVESTMENT INCOME (LOSS) |
(101,085 | ) | (168,542 | ) | (83,613 | ) | 227,903 | 1,292,743 | 1,350,579 | |||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS |
||||||||||||||||||||||||
| Capital gains distributions received |
- | - | - | - | 1,661,628 | 2,557,571 | ||||||||||||||||||
| Net realized gain (loss) on shares redeemed |
(3,948 | ) | (58,104 | ) | (48,767 | ) | (460,940 | ) | (1,262,349 | ) | (1,120,098 | ) | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments |
(1,538,573 | ) | (2,693,065 | ) | (1,388,480 | ) | (4,593,412 | ) | (41,757,093 | ) | (17,862,266 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| NET GAIN (LOSS) ON INVESTMENTS |
(1,542,521 | ) | (2,751,169 | ) | (1,437,247 | ) | (5,054,352 | ) | (41,357,814 | ) | (16,424,793 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
$ | (1,643,606 | ) | $ | (2,919,711 | ) | $ | (1,520,860 | ) | $ | (4,826,449 | ) | $ | (40,065,071 | ) | $ | (15,074,214 | ) | ||||||
|
|
|
|||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
A-1
FINANCIAL STATEMENTS OF
PRIAC VARIABLE CONTRACT ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31, 2022
| SUBACCOUNTS | ||||||||||||||||||||||||
| AST Capital Growth Asset Allocation Portfolio |
AST Balanced Asset Allocation Portfolio |
AST Preservation Asset Allocation Portfolio |
PGIM Balanced Fund (Class Z) |
Vanguard Balanced Index Fund (Institutional Shares) |
PGIM 60/40 Allocation Fund (Class R6) |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| 1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
1/1/2022 to 12/31/2022 |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| OPERATIONS |
||||||||||||||||||||||||
| Net investment income (loss) |
$ | (101,085 | ) | $ | (168,542 | ) | $ | (83,613 | ) | $ | 227,903 | $ | 1,292,743 | $ | 1,350,579 | |||||||||
| Capital gains distributions received |
- | - | - | - | 1,661,628 | 2,557,571 | ||||||||||||||||||
| Net realized gain (loss) on shares redeemed |
(3,948 | ) | (58,104 | ) | (48,767 | ) | (460,940 | ) | (1,262,349 | ) | (1,120,098 | ) | ||||||||||||
| Net change in unrealized appreciation (depreciation) on investments |
(1,538,573 | ) | (2,693,065 | ) | (1,388,480 | ) | (4,593,412 | ) | (41,757,093 | ) | (17,862,266 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
(1,643,606 | ) | (2,919,711 | ) | (1,520,860 | ) | (4,826,449 | ) | (40,065,071 | ) | (15,074,214 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| CONTRACT OWNER TRANSACTIONS |
||||||||||||||||||||||||
| Contract owner net payments |
5,619,695 | 3,232,186 | 403,497 | 4,512,458 | 23,854,396 | 18,968,767 | ||||||||||||||||||
| Participant loans |
- | - | - | (80,303 | ) | (160,150 | ) | (27,539 | ) | |||||||||||||||
| Participant repayments and interest |
- | - | - | 60,243 | 503,847 | 64,065 | ||||||||||||||||||
| Surrenders, withdrawals and death benefits |
(304,360 | ) | (1,016,935 | ) | (831,354 | ) | (3,344,931 | ) | (24,978,990 | ) | (7,733,309 | ) | ||||||||||||
| Net transfers between other subaccounts or fixed rate option |
- | - | - | (16 | ) | - | (90 | ) | ||||||||||||||||
| Other charges |
- | (50 | ) | (25 | ) | (19,188 | ) | (9,550 | ) | (2,793 | ) | |||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS |
5,315,335 | 2,215,201 | (427,882 | ) | 1,128,263 | (790,447 | ) | 11,269,101 | ||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT |
- | - | - | - | - | - | ||||||||||||||||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS |
3,671,729 | (704,510 | ) | (1,948,742 | ) | (3,698,186 | ) | (40,855,518 | ) | (3,805,113 | ) | |||||||||||||
| NET ASSETS |
||||||||||||||||||||||||
| Beginning of year |
9,918,636 | 16,454,521 | 9,565,557 | 28,685,938 | 227,255,676 | 87,416,053 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| End of year |
$ | 13,590,365 | $ | 15,750,011 | $ | 7,616,815 | $ | 24,987,752 | $ | 186,400,158 | $ | 83,610,940 | ||||||||||||
|
|
|
|||||||||||||||||||||||
| Beginning units |
446,085 | 794,112 | 536,292 | 1,020,288 | 12,042,588 | 5,789,598 | ||||||||||||||||||
| Units issued |
321,270 | 190,648 | 26,746 | 195,729 | 1,589,083 | 1,411,754 | ||||||||||||||||||
| Units redeemed |
(24,921 | ) | (66,540 | ) | (51,669 | ) | (143,772 | ) | (1,564,364 | ) | (572,844 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| Ending units |
742,434 | 918,220 | 511,369 | 1,072,245 | 12,067,307 | 6,628,508 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
A-2
FINANCIAL STATEMENTS OF
PRIAC VARIABLE CONTRACT ACCOUNT A
STATEMENTS OF CHANGES IN NET ASSETS
For the year ended December 31, 2021
| SUBACCOUNTS | ||||||||||||||||||||||||
| AST Capital Growth Asset Allocation Portfolio |
AST Balanced Asset Allocation Portfolio |
AST Preservation Asset Allocation Portfolio |
PGIM Balanced Fund (Class Z) |
Vanguard Balanced Index Fund (Institutional Shares) |
PGIM 60/40 Allocation Fund (Class R6) |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| 1/1/2021 to 12/31/2021 |
1/1/2021 to 12/31/2021 |
1/1/2021 to 12/31/2021 |
1/1/2021 to 12/31/2021 |
1/1/2021 to 12/31/2021 |
1/1/2021 to 12/31/2021 |
|||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| OPERATIONS |
||||||||||||||||||||||||
| Net investment income (loss) |
$ | (95,565 | ) | $ | (175,430 | ) | $ | (98,847 | ) | $ | 154,447 | $ | 643,866 | $ | 4,469,269 | |||||||||
| Capital gains distributions received |
- | - | - | 2,708,821 | 4,031,346 | 361,549 | ||||||||||||||||||
| Net realized gain (loss) on shares redeemed |
31,840 | 104,536 | 14,709 | 184,372 | 624,143 | 48,062 | ||||||||||||||||||
| Net change in unrealized appreciation (depreciation) on investments
|
1,435,127 | 1,864,113 | 560,361 | 319,582 | 20,950,402 | 4,861,732 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM OPERATIONS |
1,371,402 | 1,793,219 | 476,223 | 3,367,222 | 26,249,757 | 9,740,612 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| CONTRACT OWNER TRANSACTIONS |
||||||||||||||||||||||||
| Contract owner net payments |
635,579 | 2,380,854 | 1,684,830 | 3,386,296 | 187,559,193 | 36,351,568 | ||||||||||||||||||
| Participant loans |
- | - | - | (47,052 | ) | (140,383 | ) | (12,960 | ) | |||||||||||||||
| Participant repayments and interest |
- | - | - | 44,663 | 474,723 | 62,859 | ||||||||||||||||||
| Surrenders, withdrawals and death benefits |
(524,100 | ) | (1,815,433 | ) | (413,203 | ) | (2,945,397 | ) | (38,743,041 | ) | (7,602,370 | ) | ||||||||||||
| Net transfers between other subaccounts or fixed rate option |
213,938 | 213,936 | 220,420 | - | - | - | ||||||||||||||||||
| Other charges
|
(25 | ) | (3 | ) | (72 | ) | (15,203 | ) | (7,556 | ) | (1,950 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RESULTING FROM CONTRACT OWNER TRANSACTIONS |
325,392 | 779,354 | 1,491,975 | 423,307 | 149,142,936 | 28,797,147 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| NET INCREASE (DECREASE) IN NET ASSETS RETAINED IN THE ACCOUNT |
- | - | - | - | (1,354 | ) | (4,622 | ) | ||||||||||||||||
| TOTAL INCREASE (DECREASE) IN NET ASSETS |
1,696,794 | 2,572,573 | 1,968,198 | 3,790,529 | 175,391,339 | 38,533,137 | ||||||||||||||||||
| NET ASSETS |
||||||||||||||||||||||||
| Beginning of year |
8,221,842 | 13,881,948 | 7,597,359 | 24,895,409 | 51,864,337 | 48,882,916 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
| End of year |
$ | 9,918,636 | $ | 16,454,521 | $ | 9,565,557 | $ | 28,685,938 | $ | 227,255,676 | $ | 87,416,053 | ||||||||||||
|
|
|
|||||||||||||||||||||||
| Beginning units |
428,114 | 747,588 | 448,032 | 998,606 | 2,496,350 | 3,732,507 | ||||||||||||||||||
| Units issued |
57,180 | 204,222 | 111,913 | 136,328 | 11,528,678 | 2,599,144 | ||||||||||||||||||
| Units redeemed |
(39,209 | ) | (157,698 | ) | (23,653 | ) | (114,646 | ) | (1,982,440 | ) | (542,053 | ) | ||||||||||||
|
|
|
|||||||||||||||||||||||
| Ending units |
446,085 | 794,112 | 536,292 | 1,020,288 | 12,042,588 | 5,789,598 | ||||||||||||||||||
|
|
|
|||||||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
A-3
NOTES TO FINANCIAL STATEMENTS OF
PRIAC VARIABLE CONTRACT ACCOUNT A
Note 1: General
PRIAC Variable Contract Account A (the “Account”) was established under the laws of the State of Connecticut on October 6, 2006 as a separate investment account of the Empower Annuity Insurance Company (“EAIC”) (formerly known as Prudential Retirement Insurance and Annuity Company). EAIC is a wholly-owned subsidiary of Empower Annuity Insurance Company of America (the “Company”). Under applicable insurance law, the assets and liabilities of the Account are clearly identified and distinguished from the other assets and liabilities of EAIC. Proceeds from purchases of the variable annuity contracts listed below (individually, a “contract” or “product” and collectively, the “contracts” or “products”) are invested in the Account. The portion of the Account’s assets applicable to the contracts is not chargeable with liabilities arising out of any other business EAIC may conduct.
Prudential Retirement Security Annuity (“PRSA”)
Prudential Retirement Security Annuity II (“PRSA II”)
Prudential Retirement Security Annuity Ill (“PRSA Ill”)
Prudential Retirement Security Annuity IV (“PRSA IV”)
Prudential Retirement Security Annuity VI (“PRSA VI”)
Prudential Retirement Security Annuity VII (“PRSA VII”)
The Account is registered with the Securities and Exchange Commission (“SEC”) under the Investment Company Act of 1940, as amended, as a unit investment trust. The Account is used in connection with contracts sold to retirement arrangements that qualify for federal tax benefits under Sections 401 (a), 403(b), 408(a), 408A or 457 of the Internal Revenue Code of 1986, as amended. The contracts may be individual annuity contracts or group annuity contracts issued to plan sponsors (individually, a “contract owner” and collectively, the “contract owners”), who make contributions under them on behalf of their participants, or group or individual annuity contracts funding custodial accounts established as individual retirement accounts. Contract owners may also make contributions to their retirement account.
The contracts offer the option to invest in various subaccounts listed below, each of which invests in a corresponding portfolio of either the Advanced Series Trust, the PGIM Balanced Fund, the Vanguard Balanced Index Fund, or the PGIM 60/40 Allocation Fund (collectively, the “Portfolios”). Investment options vary by contract.
The corresponding subaccount names are as follows:
AST Capital Growth Asset Allocation Portfolio
AST Balanced Asset Allocation Portfolio
AST Preservation Asset Allocation Portfolio
PGIM Balanced Fund (Class Z)
Vanguard Balanced Index Fund (Institutional Shares)
PGIM 60/40 Allocation Fund (Class R6)
There were no mergers during the period ended December 31, 2022.
The Advanced Series Trust is an open-end management investment company, and each portfolio of the Advanced Series Trust is managed by affiliates of Prudential. The PGIM
A-4
Note 1: General (continued)
Balanced Fund and the PGIM 60/40 Allocation Fund are diversified open-end balanced mutual funds managed by PGIM Investments LLC (“PGIM Investments”). The Vanguard Balanced Index Fund is an open-end management investment company advised by the Vanguard Group, Inc.
Each subaccount of the Account indirectly bears exposure to the market, credit and liquidity risks of the portfolio in which it invests. These financial statements should be read in conjunction with the financial statements and footnotes of the Portfolios. Additional information on these Portfolios is available upon request to the appropriate companies.
New sales of certain products which invest in the Account have been discontinued. Generally, premium payments made by contract owners will continue to be received by the Account, subject to the rules of the products and any optional benefits.
On April 1, 2022, Prudential Financial completed the sale of its Full Service Retirement business to Great-West Life & Annuity Insurance Company, now known as Empower Annuity Insurance Company of America (EAICA) by ceding of certain insurance policies through reinsurance which includes the Account and contracts. The reinsurance agreement does not extinguish Prudential Financial’s obligations to the contractholders, and Prudential Financial continues to be responsible for all contract terms and conditions of the contracts. On April 1, 2022, in connection with the reinsurance agreement, Prudential and EAICA also entered into an Administrative Services Agreement whereby EAICA administers and services the contracts.
Note 2: Significant Accounting Policies
The Account is an investment company and, accordingly, follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946, Financial Services-Investment Companies, which is part of the generally accepted accounting principles in the United States of America (“GAAP”). The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts and disclosures at the date of the financial statements and the reported amounts of increases and decreases in net assets resulting from operations during the reporting period. Actual results could differ from those estimates. The most significant estimates relate to the valuation of investment in the Portfolios.
Investments - The investments in shares of the Portfolios are stated at the reported net asset value per share of the respective Portfolios, which is based on the fair value of the underlying securities in the respective Portfolios. All changes in fair value are recorded as net change in unrealized appreciation (depreciation) on investments in the Statements of Operations of the applicable subaccounts.
Security Transactions - Purchase and sale transactions are recorded as of the trade date of the security being purchased or sold. Realized gains and losses on security transactions are determined based upon the specific identification method.
Dividend Income and Distributions Received - Dividend and capital gain distributions received are reinvested in additional shares of the Portfolios and are recorded on the ex-distribution date.
A-5
Note 3: Fair Value Measurements
Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The authoritative fair value guidance establishes a framework for measuring fair value that includes a hierarchy used to classify the inputs used in measuring fair value. The level in the fair value hierarchy within which the fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement. The levels of the fair value hierarchy are as follows:
Level 1 - Fair value is based on unadjusted quoted prices in active markets for identical assets or liabilities that the Account can access.
Level 2 - Fair value is based on significant inputs, other than Level 1 inputs, that are observable for the investment, either directly or indirectly, for substantially the full term of the investment through corroboration with observable market data. Level 2 inputs include the reported net asset value per share of the underlying portfolio, quoted market prices in active markets for similar investments, quoted market prices in markets that are not active for identical or similar investments, and other market observable inputs.
Level 3 - Fair value is based on at least one significant unobservable input for the investment, which may require significant judgment or estimation in determining the fair value.
As of December 31, 2022, management determined that the fair value inputs for all of the Account’s investments, which consist solely of investments in open-end mutual funds registered with the SEC, were considered Level 1.
Note 4: Taxes
The operations of the Account are included in the federal income tax return of the Company, which is taxed as a life insurance company under the provisions of the Internal Revenue Code (IRC). The Company is included in the consolidated federal tax return of Great-West Lifeco U.S. Inc. Under the current provisions of the IRC, the Company does not expect to incur federal income taxes on the earnings of the Account to the extent the earnings are credited under the contracts. Based on this, no charge is being made currently to the Account for federal income taxes. The Company will periodically review the status of the federal income tax policy in the event of changes in the tax law. A charge may be made in future years for any federal income taxes that would be attributable to the contracts.
Note 5: Purchases and Sales of Investments
The aggregate costs of purchases and proceeds from sales, excluding distributions received and reinvested, of investments in the Portfolios for the period ended December 31, 2022 were as shown below.
| Purchases | Sales | |||||||
| AST Capital Growth Asset Allocation Portfolio |
$ | 5,603,017 | $ | 388,766 | ||||
| AST Balanced Asset Allocation Portfolio |
3,224,061 | 1,177,402 | ||||||
| AST Preservation Asset Allocation Portfolio |
451,173 | 962,668 | ||||||
| PGIM Balanced Fund (Class Z) |
4,166,463 | 3,308,367 | ||||||
| Vanguard Balanced Index Fund (Institutional Shares) |
20,391,569 | 23,472,411 | ||||||
| PGIM 60/40 Allocation Fund (Class R6) |
19,273,112 | 8,845,204 | ||||||
A-6
Note 6: Financial Highlights
EAIC sells a number of retirement products that are funded through the Account. The contracts have unique combinations of features and fees that are charged against the assets in each subaccount. Differences in the fee structure result in a variety of unit values, expense ratios and total returns.
In the table below, the units, the net assets, the investment income ratio, and the ranges of lowest to highest unit values, expense ratios, and total returns are presented for the products offered by EAIC and funded through the Account. Only contract designs within the Account that had contract owner units outstanding during the respective periods were considered when determining the ranges, which exclude EAIC’s position in the Account. The summary may not reflect the minimum and maximum contract charges as contract owners may not have selected all available options offered by EAIC.
| At the year ended | For the year ended | |||||||||||||||||||||||||||||||||||||||||||||||
| Units (000s) |
Unit Value Lowest — Highest |
Net Assets (000s) |
Investment Income Ratio* |
Expense Ratio** Lowest — Highest |
Total Return Ratio*** Lowest — Highest |
|||||||||||||||||||||||||||||||||||||||||||
| AST Capital Growth Asset Allocation Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
| 742 | $ | 18.00 | to | $ | 18.33 | $ | 13,590 | 0.00 | % | 0.95 | % | to | 1.45% | -18.10 | % | to | -17.69% | |||||||||||||||||||||||||||||||
| 446 | $ | 21.98 | to | $ | 22.27 | $ | 9,919 | 0.00 | % | 0.95 | % | to | 1.45% | 15.29 | % | to | 15.87% | |||||||||||||||||||||||||||||||
| 428 | $ | 19.06 | to | $ | 19.22 | $ | 8,222 | 0.00 | % | 0.95 | % | to | 1.45% | 11.79 | % | to | 12.35% | |||||||||||||||||||||||||||||||
| 375 | $ | 16.00 | to | $ | 17.11 | $ | 6,418 | 0.00 | % | 0.95 | % | to | 1.95% | 7.44 | % | to | 20.49% | |||||||||||||||||||||||||||||||
| 529 | $ | 13.35 | to | $ | 14.15 | $ | 7,445 | 0.00 | % | 1.45 | % | to | 1.95% | -8.04 | % | to | -7.57% | |||||||||||||||||||||||||||||||
| AST Balanced Asset Allocation Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
| 918 | $ | 16.94 | to | $ | 17.25 | $ | 15,750 | 0.00 | % | 0.95 | % | to | 1.45% | -17.46 | % | to | -17.05% | |||||||||||||||||||||||||||||||
| 794 | $ | 20.52 | to | $ | 20.80 | $ | 16,455 | 0.00 | % | 0.95 | % | to | 1.45% | 11.22 | % | to | 11.78% | |||||||||||||||||||||||||||||||
| 748 | $ | 18.45 | to | $ | 18.61 | $ | 13,882 | 0.00 | % | 0.95 | % | to | 1.45% | 10.16 | % | to | 10.71% | |||||||||||||||||||||||||||||||
| 807 | $ | 15.72 | to | $ | 16.81 | $ | 13,550 | 0.00 | % | 0.95 | % | to | 1.95% | 6.82 | % | to | 17.70% | |||||||||||||||||||||||||||||||
| 846 | $ | 13.42 | to | $ | 14.23 | $ | 11,937 | 0.00 | % | 1.45 | % | to | 1.95% | -6.78 | % | to | -6.31% | |||||||||||||||||||||||||||||||
| AST Preservation Asset Allocation Portfolio | ||||||||||||||||||||||||||||||||||||||||||||||||
| 511 | $ | 14.67 | to | $ | 14.95 | $ | 7,617 | 0.00 | % | 0.95 | % | to | 1.45% | -16.83 | % | to | -16.42% | |||||||||||||||||||||||||||||||
| 536 | $ | 17.64 | to | $ | 17.88 | $ | 9,566 | 0.00 | % | 0.95 | % | to | 1.45% | 4.71 | % | to | 5.24% | |||||||||||||||||||||||||||||||
| 448 | $ | 16.85 | to | $ | 16.99 | $ | 7,597 | 0.00 | % | 0.95 | % | to | 1.45% | 7.51 | % | to | 8.05% | |||||||||||||||||||||||||||||||
| 380 | $ | 14.71 | to | $ | 15.73 | $ | 5,968 | 0.00 | % | 0.95 | % | to | 1.95% | 5.73 | % | to | 13.09% | |||||||||||||||||||||||||||||||
| 343 | $ | 13.07 | to | $ | 13.86 | $ | 4,725 | 0.00 | % | 1.45 | % | to | 1.95% | -4.73 | % | to | -4.25% | |||||||||||||||||||||||||||||||
| PGIM Balanced Fund (Class Z) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 1,072 | $ | 21.91 | to | $ | 24.53 | $ | 24,988 | 1.96 | % | 1.00 | % | to | 1.15% | -17.01 | % | to | -16.89% | |||||||||||||||||||||||||||||||
| 1,020 | $ | 26.41 | to | $ | 29.51 | $ | 28,686 | 1.63 | % | 1.00 | % | to | 1.15% | 13.40 | % | to | 13.57% | |||||||||||||||||||||||||||||||
| 999 | $ | 23.29 | to | $ | 25.99 | $ | 24,895 | 1.60 | % | 1.00 | % | to | 1.15% | 7.87 | % | to | 8.03% | |||||||||||||||||||||||||||||||
| 969 | $ | 19.34 | to | $ | 24.05 | $ | 22,531 | 1.19 | % | 1.00 | % | to | 1.65% | 7.23 | % | to | 18.25% | |||||||||||||||||||||||||||||||
| 1,614 | $ | 17.45 | to | $ | 18.26 | $ | 28,795 | 1.64 | % | 1.15 | % | to | 1.65% | -6.75 | % | to | -6.28% | |||||||||||||||||||||||||||||||
| Vanguard Balanced Index Fund (Institutional Shares) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 12,067 | $ | 14.59 | to | $ | 19.26 | $ | 186,400 | 1.81 | % | 1.15 | % | to | 1.20% | -17.86 | % | to | -17.81% | |||||||||||||||||||||||||||||||
| 12,043 | $ | 17.75 | to | $ | 23.44 | $ | 227,256 | 1.46 | % | 1.15 | % | to | 1.20% | 12.84 | % | to | 12.90% | |||||||||||||||||||||||||||||||
| 2,496 | $ | 20.49 | to | $ | 20.78 | $ | 51,864 | 1.81 | % | 1.20 | % | to | 1.30% | 14.90 | % | to | 27.40% | |||||||||||||||||||||||||||||||
| 3,408 | $ | 17.83 | to | $ | 17.83 | $ | 60,776 | 2.25 | % | 1.30 | % | to | 1.30% | 20.22 | % | to | 20.22% | |||||||||||||||||||||||||||||||
| 3,545 | $ | 11.29 | to | $ | 14.83 | $ | 52,589 | 2.18 | % | 1.08 | % | to | 1.32% | -4.08 | % | to | -3.86% | |||||||||||||||||||||||||||||||
A-7
Note 6: Financial Highlights (continued)
| At the year ended | For the year ended | |||||||||||||||||||||||||||||||||||||||||||||||
| Units (000s) |
Unit Value Lowest — Highest |
Net Assets (000s) |
Investment Income Ratio* |
Expense Ratio** Lowest — Highest |
Total Return Ratio*** Lowest — Highest |
|||||||||||||||||||||||||||||||||||||||||||
| PGIM 60/40 Allocation Fund (Class R6) | ||||||||||||||||||||||||||||||||||||||||||||||||
| 6,629 | $ | 12.57 | to | $ | 12.89 | $ | 83,611 | 2.67 | % | 1.00 | % | to | 1.15% | -16.60 | % | to | -16.48% | |||||||||||||||||||||||||||||||
| 5,790 | $ | 15.04 | to | $ | 15.44 | $ | 87,416 | 7.37 | % | 1.00 | % | to | 1.15% | 15.04 | % | to | 15.21% | |||||||||||||||||||||||||||||||
| 3,733 | $ | 13.06 | to | $ | 13.40 | $ | 48,883 | 2.31 | % | 1.00 | % | to | 1.15% | 9.42 | % | to | 9.59% | |||||||||||||||||||||||||||||||
| 1,889 | $ | 11.11 | to | $ | 12.23 | $ | 22,630 | 2.97 | % | 1.00 | % | to | 1.65% | 9.29 | % | to | 20.86% | |||||||||||||||||||||||||||||||
| 385 | $ | 9.86 | to | $ | 9.86 | $ | 3,800 | 4.27 | % | 1.65 | % | to | 1.65% | -5.67 | % | to | -5.67% | |||||||||||||||||||||||||||||||
| * | These amounts represent the dividends, excluding distributions of capital gains, received by the subaccount from the underlying Portfolios, net of management fees assessed by the fund manager, divided by the average daily net assets, which are calculated for each underlying fee structure based on availability for investment. These ratios exclude those expenses, such as mortality and expense risk and administration charges, that result in direct reductions in the unit values. The recognition of investment income by the subaccount is affected by the timing of the declaration of dividends by the underlying Portfolios in which the subaccount invests. |
| ** | These amounts represent the annualized contract expenses of the Account, consisting primarily of mortality and expense risk and administration charges, for each period indicated. The ratios include only those expenses that result in a direct reduction to unit values. Charges made directly to contract owner accounts through the redemption of units and expenses of the underlying Portfolios are excluded. |
| *** | These amounts represent the total returns for the periods indicated, including changes in the value of the underlying Portfolios, and reflect deductions for all items included in the expense ratio. The total return does not include any expenses assessed through the redemption of units; inclusion of these expenses in the calculation would result in a reduction in the total return presented. Product designs within a subaccount which were offered less than one year are included in the range of total returns for that period, and their respective total returns may not correspond to the total returns of a product offering with a comparable expense ratio that was presented for the full period. Contract owners may experience different total returns based on their investment options. Subaccounts with a date notation indicate the effective date of that subaccount in the Account. Total returns for periods less than one year are not annualized. The total return is calculated for each of the five years in the period ended December 31, 2022 or from the effective date of the subaccount through the end of the reporting period. |
Note 7: Charges and Expenses
The following represents the various charges and expenses of the Account which are paid to EAIC.
Each annuity funded through the Account is subject to specific fees and charges, some of which are deducted as an asset-based charge by the Account, while others are deducted through the redemptions of units, as detailed in the respective prospectuses. Fees and charges may be reduced or eliminated for certain contracts under which, due to economies of scale and other factors, our administrative costs are reduced.
Insurance and Administrative Charge - The insurance and administrative charge is the combination of the mortality and expense risk charges and the administrative charge deducted by the Account. The insurance and administrative charge is expressed as an annual charge;
A-8
Note 7: Charges and Expenses (continued)
however, the daily equivalent is deducted on a daily basis from the net assets of each subaccount. The following are the maximum insurance and administrative charges of the respective products, each funded through the Account. Current charges may be lower than these maximums. These charges are assessed through a reduction in unit values.
PRSA and PRSA II: 1.60%
PRSA Ill and PRSA VII: 1.75%
PRSA IV: 1.75% for Plan Type A, 1.50% for Plan Type B
PRSA VI: 1.50%
Contract Maintenance Charge - A contract maintenance charge of up to $150 per year may be assessed on a quarterly basis. Currently, for each annuity funded through the Account, this charge is waived. This charge may vary by contract type.
Guaranteed Benefit Charges - Each annuity funded through the Account offers a standard guaranteed minimum withdrawal benefit named Prudential lncomeFlex. Each annuity may also offer an optional spousal benefit, which allows the continuation of the Prudential lncomeFlex benefit for the lifetime of an eligible spouse.
For the PRSA and PRSA II, the charge for the standard benefit and optional spousal benefit is deducted on a daily basis from the net assets of each subaccount. The maximum charge for the standard Prudential lncomeFlex benefit is 1.45%. The maximum additional charge for the Spousal Prudential lncomeFlex benefit is 0.6%. Therefore, the maximum total charge for the spousal benefit is 2.05%.
For PRSA III, PRSA IV, PRSA VI, and PRSA VII, there is a standard and optional spousal benefit, however, there is no additional charge for the optional spousal benefit, rather there is a reduced insurance benefit. The maximum charges for Prudential lncomeFlex for the respective products are as follows:
PRSA Ill: 1.50%
PRSA IV: 1.50% for Plan Type A and Plan Type B
PRSA VI: 1.50%
PRSA VII: 1.50%
These charges are in addition to the other contract level charges and underlying mutual fund operating expenses. Current charges may be lower than these maximums. These charges are assessed through a reduction in unit values and disclosed on the Statement of Operations in Charges for mortality and expense risk, and for administration.
Transfer Fee - A fee of up to $30 per transfer may be imposed for each transfer in excess of 12 in a contract year. Currently, this fee is waived. This charge is a contract level charge assessed through the redemption of units.
Premium Taxes - Some states and municipalities impose premium based taxes, which currently range from 0% to 3.5%. A charge may be imposed against the Account for these tax obligations. This charge is a contract level charge assessed through the redemption of units.
Participant Loan Charges - For PRSA IV, Prudential charges a loan application fee, the greatest of which currently is $100, which is deducted from the participant account at the time
A-9
Note 7: Charges and Expenses (continued)
the loan is initiated. Prudential also charges a loan maintenance fee, the greatest of which currently is $60 per year for record keeping and other administrative services provided in connection with the loan. The annualized loan maintenance charge will be prorated based on the number of full months that the loan is outstanding and is generally deducted quarterly. Under certain plans, the plan sponsor may pay loan fees, on behalf of participants in PRSA IV. This charge is a contract level charge assessed through the redemption of units.
For PRSA VI, Prudential charges a loan application fee, the greatest of which currently is $50, which is deducted from the participant account at the time the loan is initiated. Prudential also charges a loan maintenance fee, the greatest of which currently is $25 per year for record keeping and other administrative services provided in connection with the loan. The annualized loan maintenance charge will be prorated based on the number of full months that the loan is outstanding and is generally deducted quarterly.
Note 8: Other
Contractholder net payments represent contract owner contributions, net of applicable deductions, charges, and state premium taxes, including transfers from the general account as a remittance of remediation credits to contract owners.
Participant loans represent amounts borrowed by contract owners using the contract as the security for the loan.
Participant loan repayments and interest represent payments made by contract owners to reduce the total outstanding participant loan principal plus accrued interest.
Surrenders, withdrawals and death benefits are amounts that contract owners have directed to be moved among subaccounts within the separate account, in addition to permitted transfers to and from the general account group annuity stable value products.
Net transfers between other subaccounts or fixed rate option are amounts that contract owners have directed to be moved among subaccounts within the separate account, in addition to permitted transfers to and from the general account group annuity stable value products.
Other charges are contract level charges assessed through the redemption of units as described in Note 7, Charges and Expenses.
Due from (due to) the Company represents the amount the Company may owe to or expect to receive from the Account primarily related to processing contract owner payments, surrenders, withdrawals and death benefits, and/or fees. This amount is reflected in the Account’s Statements of Net Assets as either a due from or (due to) the Company. The due from (due to) has no effect on the contract owner’s account or the related unit value.
Note 9: Subsequent Events
Management has reviewed all events subsequent to December 31, 2022, including the estimates inherent in the process of preparing these financial statements through the date the financial statements were issued, April 27, 2023. No subsequent events requiring adjustments or disclosures have occurred.
A-10
EMPOWER ANNUITY INSURANCE COMPANY
STATUTORY FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
December 31, 2022, 2021 and 2020
and Report of Independent Auditor
| STATUTORY FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION |
Page(s) | |
| 3 | ||
| Statutory Statements of Admitted Assets, Liabilities, and Capital and Surplus |
6 | |
| Statutory Statements of Operations and Changes in Capital and Surplus |
7 | |
| 8 | ||
| 10 | ||
| 70 | ||
| 72 | ||
| 77 | ||
| 79 | ||
B-2
INDEPENDENT AUDITOR’S REPORT
To the Audit Committee of
Empower Annuity Insurance Company of America
Greenwood Village, Colorado
Opinions
We have audited the statutory-basis financial statements of Empower Annuity Insurance Company (formerly Prudential Retirement Insurance and Annuity Company) (the “Company”) (a wholly-owned subsidiary of Empower Annuity Insurance Company of America), which comprise the statutory-basis statements of admitted assets, liabilities, and capital and surplus as of December 31, 2022, and the related statutory-basis statements of operations, changes in capital and surplus, and cash flows for the year then ended, and the related notes to the statutory-basis financial statements (collectively referred to as the “statutory-basis financial statements”).
Unmodified Opinion on Statutory-Basis of Accounting
In our opinion, the statutory-basis financial statements present fairly, in all material respects, the admitted assets, liabilities, and capital and surplus of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year then ended, in accordance with the accounting practices prescribed or permitted by the Connecticut Insurance Department described in Note 1.
Adverse Opinion on Accounting Principles Generally Accepted in the United States of America
In our opinion, because of the significance of the matter described in the Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America section of our report, the statutory-basis financial statements do not present fairly, in accordance with accounting principles generally accepted in the United States of America, the financial position of the Company as of December 31, 2022, or the results of its operations or its cash flows for the year then ended.
Predecessor Auditor’s Opinions on 2021 Statutory-Basis Financial Statements
The statutory-basis financial statements of the Company as of December 31, 2021 and for the two years in the period ended December 31, 2021, were audited by other auditors whose report, dated April 7, 2022, expressed an opinion that those statutory-basis financial statements were not fairly presented in accordance with accounting principles generally accepted in the United States of America; however, such report also expressed an unmodified opinion on those statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the Connecticut Insurance Department described in Note 1 to the statutory-basis financial statements.
Basis for Opinions
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Statutory-Basis Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions.
B-3
Basis for Adverse Opinion on Accounting Principles Generally Accepted in the United States of America
As described in Note 1 to the statutory-basis financial statements, the statutory-basis financial statements are prepared by the Company using the accounting practices prescribed or permitted by the Connecticut Insurance Department, which is a basis of accounting other than accounting principles generally accepted in the United States of America, to meet the requirements of the Connecticut Insurance Department. The effects on the statutory-basis financial statements of the variances between the statutory-basis of accounting described in Note 1 and accounting principles generally accepted in the United States of America, although not reasonably determinable, are presumed to be material and pervasive.
Emphasis of Matter
The Company engages in various related-party transactions with affiliates under common control as discussed in Note 8 to the statutory-basis financial statements. The accompanying statutory-basis financial statements are not necessarily indicative of the conditions that would have existed or the results of operations that would prevail if the Company had been operated as an unaffiliated company. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Statutory-Basis Financial Statements
Management is responsible for the preparation and fair presentation of the statutory-basis financial statements in accordance with the accounting practices prescribed or permitted by the Connecticut Insurance Department. Management is also responsible for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of statutory-basis financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the statutory-basis financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the statutory-basis financial statements are issued.
Auditor’s Responsibilities for the Audit of the Statutory-Basis Financial Statements
Our objectives are to obtain reasonable assurance about whether the statutory-basis financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the statutory-basis financial statements.
In performing an audit in accordance with GAAS, we:
| • | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| • | Identify and assess the risks of material misstatement of the statutory-basis financial statements, whether due to fraud or error, and design and perform audit procedures |
B-4
| responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the statutory-basis financial statements. |
| • | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. |
| • | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the statutory-basis financial statements. |
| • | Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control–related matters that we identified during the audit.
Report on Supplemental Schedules
Our 2022 audit was conducted for the purpose of forming an opinion on the 2022 statutory-basis financial statements as a whole. The supplemental annual statement schedule I – selected financial data, the supplemental investment risks interrogatories schedule, the summary investment schedule, and the supplemental schedule of reinsurance disclosures, for the year ended December 31, 2022, are presented for purposes of additional analysis and are not a required part of the 2022 statutory-basis financial statements. These schedules are the responsibility of the Company’s management and were derived from and relate directly to the underlying accounting and other records used to prepare the statutory-basis financial statements. Such schedules have been subjected to the auditing procedures applied in our audit of the 2022 statutory-basis financial statements and certain additional procedures, including comparing and reconciling such schedules directly to the underlying accounting and other records used to prepare the statutory-basis financial statements or to the statutory-basis financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, such schedules are fairly stated in all material respects in relation to the 2022 statutory-basis financial statements as a whole.
Denver, Colorado
B-5
EMPOWER ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF ADMITTED ASSETS, LIABILITIES AND CAPITAL AND SURPLUS
| December 31, | ||||||||
| 2021 |
||||||||
| (in thousands) | ||||||||
| ASSETS |
||||||||
| Bonds |
$ | 21,711,551 | $ | 22,501,540 | ||||
| Common stocks |
5,150 | 5,841 | ||||||
| Mortgage loans on real estate |
4,663,515 | 5,067,369 | ||||||
| Cash and short-term investments |
566,731 | 921,387 | ||||||
| Derivatives |
132,656 | 320,585 | ||||||
| Other invested assets |
39,208 | 58,971 | ||||||
|
|
|
|
|
|||||
| Total cash and invested assets |
27,118,811 | 28,875,693 | ||||||
| Accrued investment income |
191,838 | 170,348 | ||||||
| Federal income tax receivable |
— | 28,736 | ||||||
| Other assets |
382,941 | 56,633 | ||||||
| Separate account assets |
55,672,515 | 71,157,058 | ||||||
|
|
|
|
|
|||||
| TOTAL ASSETS |
$ | 83,366,105 | $ | 100,288,468 | ||||
|
|
|
|
|
|||||
| LIABILITIES, CAPITAL AND SURPLUS |
||||||||
| Liabilities |
||||||||
| Deposit-type contracts |
$ | 22,603,273 | $ | 25,985,307 | ||||
| Future policy benefits and claims |
235,856 | 726,672 | ||||||
| Asset valuation reserve |
106,073 | 225,711 | ||||||
| Federal income tax payable |
31,164 | — | ||||||
| Interest maintenance reserve |
38,598 | 168,401 | ||||||
| Derivatives |
93,049 | 189,241 | ||||||
| Funds held under coinsurance |
2,757,840 | — | ||||||
| Other liabilities (1) |
305,071 | 341,989 | ||||||
| Separate account liabilities |
55,672,357 | 71,155,907 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 81,843,281 | $ | 98,793,228 | ||||
|
|
|
|
|
|||||
| Capital and Surplus |
||||||||
| Common capital stock |
2,500 | 2,500 | ||||||
| Gross paid in and contributed surplus |
943,498 | 943,498 | ||||||
| Unassigned surplus |
576,826 | 549,242 | ||||||
|
|
|
|
|
|||||
| Total capital and surplus |
1,522,824 | 1,495,240 | ||||||
|
|
|
|
|
|||||
| TOTAL LIABILITIES, CAPITAL AND SURPLUS |
$ | 83,366,105 | $ | 100,288,468 | ||||
|
|
|
|
|
|||||
(1) Prior period amounts have been updated to conform to current period presentation.
See Notes to Statutory Financial Statements
B-6
EMPOWER ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF OPERATIONS AND CHANGES IN CAPITAL AND SURPLUS
| Years Ended |
||||||||||||
| 2021 |
2020 |
|||||||||||
| (in thousands) | ||||||||||||
| REVENUE |
||||||||||||
| Premiums and annuity considerations |
$ | 1,006,703 | $ | 1,744,223 | $ | 1,383,257 | ||||||
| Net investment income |
850,225 | 701,698 | 793,302 | |||||||||
| Income from separate account investment management fees |
310,612 | 360,259 | 294,479 | |||||||||
| Other income |
314,161 | 301,829 | 223,209 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Revenue |
2,481,701 | 3,108,009 | 2,694,247 | |||||||||
|
|
|
|
|
|
|
|||||||
| BENEFITS AND EXPENSES |
||||||||||||
| Annuity benefits |
33,893 | 914,680 | 791,110 | |||||||||
| Surrenders, benefits and fund withdrawals |
697,237 | 805,195 | 606,501 | |||||||||
| Net change in reserves |
23,028 | (173,238) | 78,274 | |||||||||
| Commissions |
3,712 | 11,278 | 11,147 | |||||||||
| Net transfer to separate accounts |
272,472 | 71,011 | 21,062 | |||||||||
| Interest on contracts or deposit-type contract funds |
605,870 | 595,169 | 656,615 | |||||||||
| General insurance expenses |
661,629 | 491,738 | 476,587 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total Benefits and Expenses |
2,297,841 | 2,715,833 | 2,641,296 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating gain before income taxes |
183,860 | 392,176 | 52,951 | |||||||||
| Income tax expense/(benefit) |
43,512 | 24,945 | (47,608) | |||||||||
|
|
|
|
|
|
|
|||||||
| Income from Operations |
140,348 | 367,231 | 100,559 | |||||||||
| Net realized capital gains/(losses), net of tax |
(76,852) | 102,979 | (80,694) | |||||||||
|
|
|
|
|
|
|
|||||||
| NET INCOME |
$ | 63,496 | $ | 470,210 | $ | 19,865 | ||||||
|
|
|
|
|
|
|
|||||||
| CAPITAL AND SURPLUS |
||||||||||||
| Capital and Surplus, beginning of year |
$ | 1,495,240 | $ | 1,156,959 | $ | 1,178,002 | ||||||
| Dividend to stockholder |
(150,000) | — | (117,000) | |||||||||
| Net income |
63,496 | 470,210 | 19,865 | |||||||||
| Change in net unrealized capital (losses)/gains |
(171,232) | (94,058) | 112,439 | |||||||||
| Change in net deferred income tax |
145,849 | (63,162) | (8,049) | |||||||||
| Change in non-admitted assets |
(183,294) | 6,644 | 15,668 | |||||||||
| Change in valuation method |
— | (78,000) | — | |||||||||
| Cumulative effect of change in accounting principles |
— | 50,153 | — | |||||||||
| Change in asset valuation reserve |
119,637 | 49,854 | (37,268) | |||||||||
| Deferred reinsurance allowance |
269,392 | 284 | (57) | |||||||||
| Other changes, net (1) |
(66,264) | (3,644) | (6,641) | |||||||||
|
|
|
|
|
|
|
|||||||
| Change in unassigned surplus |
27,584 | 338,281 | (21,043) | |||||||||
|
|
|
|
|
|
|
|||||||
| CAPITAL AND SURPLUS, END OF YEAR |
$ | 1,522,824 | $ | 1,495,240 | $ | 1,156,959 | ||||||
|
|
|
|
|
|
|
|||||||
(1) Prior period amounts have been updated to conform to current period presentation.
See Notes to Statutory Financial Statements
B-7
EMPOWER ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOWS
| Years Ended |
||||||||||||
| 2021 |
2020 |
|||||||||||
| (in thousands) | ||||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||||||
| Premiums and annuity considerations |
$ | 1,024,040 | $ | 1,862,442 | $ | 1,374,828 | ||||||
| Net investment income |
873,915 | 740,711 | 812,645 | |||||||||
| Other income |
551,613 | 582,091 | 517,390 | |||||||||
| Separate account transfers |
(270,948) | (70,783) | (21,310) | |||||||||
| Benefits and claims paid |
(767,680) | (1,936,271) | (1,378,020) | |||||||||
| Federal income taxes |
25,759 | (11,595) | 10,468 | |||||||||
| Other operating expenses |
(690,710) | (402,715) | (503,129) | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by operating activities |
745,989 | 763,880 | 812,872 | |||||||||
|
|
|
|
|
|
|
|||||||
| CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||||||
| Proceeds from investments sold, matured, or repaid | ||||||||||||
| Bonds |
3,744,289 | 8,911,894 | 3,950,021 | |||||||||
| Stocks |
691 | 16,144 | 91,901 | |||||||||
| Mortgage loans on real estate |
379,655 | 3,125,082 | 699,693 | |||||||||
| Other invested assets |
125 | 284,977 | 11,711 | |||||||||
| Miscellaneous proceeds |
111,568 | 55,006 | 3,182 | |||||||||
| Payments for investments acquired | ||||||||||||
| Bonds |
(3,576,156) | (10,724,489) | (5,048,056) | |||||||||
| Stocks |
— | (158) | (30,960) | |||||||||
| Mortgage loans on real estate |
(195,600) | (2,347,552) | (1,068,911) | |||||||||
| Other invested assets |
(16,381) | (27,573) | (12,156) | |||||||||
| Miscellaneous payments |
(3,075) | (98,225) | (65,072) | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash (used in)/provided by investing activities |
445,116 | (804,894) | (1,468,647) | |||||||||
|
|
|
|
|
|
|
|||||||
| CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||||||
| Dividend to stockholder |
(150,000) | — | (117,000) | |||||||||
| Net (withdrawals)/deposits on deposit-type contracts and other insurance liabilities |
(906,397) | 74,089 | 1,330,777 | |||||||||
| Other financing activities |
(489,364) | 202,019 | (158,499) | |||||||||
|
|
|
|
|
|
|
|||||||
| Net cash provided by/(used in) financing activities |
(1,545,761) | 276,108 | 1,055,278 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net change in cash and short-term investments |
(354,656) | 235,094 | 399,503 | |||||||||
| Cash and short-term investments, beginning of year |
921,387 | 686,293 | 286,790 | |||||||||
|
|
|
|
|
|
|
|||||||
| CASH AND SHORT-TERM INVESTMENTS, END OF YEAR |
$ | 566,731 | $ | 921,387 | $ | 686,293 | ||||||
|
|
|
|
|
|
|
|||||||
See Notes to Statutory Financial Statements
B-8
EMPOWER ANNUITY INSURANCE COMPANY
STATUTORY STATEMENTS OF CASH FLOWS
The Statutory Statement of Cash Flows excludes the following non-cash operating, investing and financing transactions:
| Years Ended |
||||||||||||
| 2021 |
2020 |
|||||||||||
| (in thousands) | ||||||||||||
| Capitalization of deferred gains related to reinsurance transactions with non-affiliates | $ | 269,392 | $ | — | $ | — | ||||||
| Reinsurance transactions with a non-affiliate |
71,625 | — | — | |||||||||
| Net asset and liability transfer due to Novation |
65,404 | — | — | |||||||||
| Transfer of other invested assets to an affiliate |
— | 68,701 | — | |||||||||
| Asset transfer from bonds to other invested assets |
— | — | 21,269 | |||||||||
| Capitalized deferred interest on mortgage loans |
— | — | 2,299 | |||||||||
See Notes to Statutory Financial Statements
B-9
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 1. | BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND PRINCIPLES |
| 1A. | Business |
As of April 1, 2022, Empower Annuity Insurance Company (“EAIC” or the “Company”) (formerly known as Prudential Retirement Insurance and Annuity Company (“PRIAC”)) is a wholly-owned subsidiary of Empower Annuity Insurance Company of America (“EAICA”) (formerly known as Great-West Life & Annuity Insurance Company). EAICA is a direct wholly owned subsidiary of Empower Holdings, Inc. (“EHI”) (formerly known as GWL&A Financial Inc.), a holding company formed in 1998. EHI is a direct wholly-owned subsidiary of Great-West Lifeco U.S. LLC (“Lifeco US”) and an indirectly wholly-owned subsidiary of Great-West Lifeco Inc. (“Lifeco”), a Canadian holding company.
The Company provides retirement investment and income products and services to public, private, and not-for-profit organizations. Specifically, the Company offers plan sponsors and their participants a broad range of products and services to assist in the delivery and administration of qualified and non-qualified defined contribution and defined benefit retirement plans, including recordkeeping and administrative services, comprehensive investment offerings and advisory services to assist plan sponsors in managing fiduciary obligations. The Company offered products that provide pension risk transfer solutions, as pension plan sponsors seek to manage their risk exposure.
On July 21, 2021, Prudential Financial, Inc. (“PFI”) entered into an agreement with EAICA pursuant to which PFI agreed to sell to EAICA its full service retirement business written by the Company and its parent, Prudential Insurance Company of America (“Prudential Insurance” or “PICA”), primarily through a combination of (i) the sale of all of the outstanding equity interests of certain legal entities, including the Company; (ii) the ceding of certain insurance policies through reinsurance; and (iii) the sale, transfer and/or novation of certain in-scope contracts and brokerage accounts (“the Prudential acquisition”). The transaction closed effective April 1, 2022, after receiving all regulatory approvals and satisfying all customary closing conditions.
| 1B. | Accounting Practices |
The Company, domiciled in the state of Connecticut, prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the Connecticut Insurance Department (the “CT Department”). Prescribed statutory accounting practices (“SAP”) include publications of the National Association of Insurance Commissioners (“NAIC”), state laws, regulations and general administrative rules. Permitted statutory accounting practices encompass all accounting practices not so prescribed by the CT department.
The Company prepares its statutory financial statements in accordance with accounting practices prescribed or permitted by the CT Department. The State of Connecticut requires that insurance companies domiciled in the State of Connecticut prepare their statutory basis financial statements in accordance with NAIC SAP, subject to any deviations prescribed or permitted by the CT Department (“Connecticut SAP”).
The following is a summary of accounting practices permitted by the CT Department and reflected in the Company’s statutory financial statements:
| • | On June 8, 2004, the Company received the approval of the CT Department to record the $1.18 billion deferred gain associated with the assumption reinsurance agreements between Connecticut General Life Insurance Company (“CGLIC”) and the Company in the interest maintenance reserve (“IMR”) and to amortize the deferred gain in a manner consistent with the relevant annual statement instructions for IMR. On April 1, 2006, in accordance with the approved permitted practice, the Company recorded an additional $127 million deferred gain associated with the |
B-10
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| defined benefit guaranteed-cost block of business. Had the deferred gains been established as a liability limited to an amortization period of 10 years in accordance with the guidance of SSAP No. 61R, “Life, Deposit-Type and Accident and Health Reinsurance” (“SSAP No. 61R”), and not included in the IMR, it would have created a material distortion in the analysis of the adequacy of statutory reserves conducted annually by the Company’s Appointed Actuary. Effective December 31, 2021, the permitted practice was discontinued. The net effect of the discontinuance was a $50.3M increase to surplus as of December 31, 2021 that otherwise would have been recorded as an IMR liability under the permitted practice. As illustrated in the reconciliation below, by discontinuing the permitted practice in 2021, the Company’s net income and capital and surplus on a Connecticut state basis is now equivalent to the net income and surplus calculated under NAIC SAP. |
A reconciliation of the Company’s net income and capital and surplus between NAIC SAP and practices prescribed and permitted by the CT Department is shown below:
| SSAP# | F/S Page |
F/S Line |
12/31/2022 | 12/31/2021 | 12/31/2020 | |||||||||||||
| (in thousands) | ||||||||||||||||||
| Net Income, Connecticut state basis (Page 4, Net Income) | XXX | XXX | XXX | $ | 63,496 | $ | 470,210 | $ | 19,865 | |||||||||
| State Prescribed Practices that are an increase/(decrease) from NAIC SAP: | ||||||||||||||||||
| State Permitted Practices that are an increase/(decrease) from NAIC SAP: | ||||||||||||||||||
| Deferred Loss Assumption Reinsurance | 61R | 4 | Net investment income |
— | — | (5,496) | ||||||||||||
|
|
|
|
|
|
|
|||||||||||||
| Net Income, NAIC SAP |
XXX | XXX | XXX | $ | 63,496 | $ | 470,210 | $ | 14,369 | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| Statutory Surplus, Connecticut state basis (Page 3, Total Capital and Surplus) | XXX | XXX | XXX | $ | 1,522,824 | $ | 1,495,240 | $ | 1,156,959 | |||||||||
| State Prescribed Practices that are an increase/(decrease) from NAIC SAP: | ||||||||||||||||||
| State Permitted Practices that are an increase/(decrease) from NAIC SAP: | ||||||||||||||||||
| Deferred Gain from Assumption Reinsurance | 61R | 3 | Interest maintenance reserve |
— | — | 50,286 | ||||||||||||
|
|
|
|
|
|
|
|||||||||||||
| Statutory Surplus, NAIC SAP |
XXX | XXX | XXX | $ | 1,522,824 | $ | 1,495,240 | $ | 1,207,245 | |||||||||
|
|
|
|
|
|
|
|||||||||||||
B-11
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 1C. | Use of Estimates |
| Use of Estimates in the Preparation of the Financial Statements |
The preparation of financial statements in conformity with statutory accounting principles requires the Company’s management to make a variety of estimates and assumptions. These estimates and assumptions affect, among other things, the reported amounts of admitted assets and liabilities, the disclosure of contingent liabilities and the reported amounts of revenues and expenses. Significant estimates are required to account for items and matters such as, but not limited to, the valuation of investments in the absence of quoted market values, impairment of investments, valuation of policy benefit liabilities and the valuation of deferred tax assets. Actual results could differ from those estimates.
| Impact of COVID-19 on significant judgments, estimates and assumptions |
The COVID-19 pandemic has continued to result in uncertainty in global financial markets and the economic environment in which the Company operates. The duration and impact of the COVID-19 pandemic continues to be unknown at this time, as is the efficacy of the associated fiscal and monetary interventions by governments and central banks.
| 1D. | Accounting Policy |
The Company uses the following accounting policies:
| (1) | Cash includes cash on deposit and cash equivalents. Cash equivalents are short-term, highly liquid investments, with original maturities of three months or less, that are both readily convertible to known amounts of cash and so near their maturity that they represent insignificant risk of changes in value because of changes in interest rates. Cash equivalents also include money market funds. They are stated at amortized cost which approximates fair value. |
Short-term investments primarily consist of highly liquid debt instruments with a remaining maturity of twelve months or less and greater than three months when purchased. They are stated at amortized cost, which approximates fair value.
| (2) | Bonds, which consist of long-term bonds, are stated primarily at amortized cost in accordance with the valuation prescribed by the CT Department and the NAIC. Bonds rated by the NAIC are classified into six categories ranging from highest quality bonds to those in or near default. Bonds rated in the top five categories are generally valued at amortized cost while bonds rated in the lowest category are valued at the lower of amortized cost or fair market value. |
The Company follows both the prospective and retrospective methods for amortizing bond premium and discount. Both methods require the recalculation of the effective yield at each reporting date if there has been a change in the underlying assumptions. For the prospective method, the recalculated yield will equate the carrying amount of the investment to the present value of the anticipated future cash flows. The recalculated yield is then used to accrue income on the investment balance for subsequent accounting periods. There are no accounting changes in the current period unless the undiscounted anticipated cash flow is less than the carrying amount of the investment. For the retrospective method, the recalculated yield is the rate that equates the present value of actual and anticipated future cash flows with the original cost of the investment. The current balance of the investment is
B-12
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
increased or decreased to the amount that would have resulted had the revised yield been applied since inception and investment income is correspondingly decreased or increased.
For other than temporary impairments, the cost basis of the bond excluding loan-backed and structured securities is written down to fair market value as a new cost basis and the amount of the write down is accounted for as a realized loss. For loan-backed and structured securities, the cost basis of the bond is written down to the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate.
The Company holds one (1) Securities Valuation Office (“SVO”)-Identified bond ETF reported on Schedule D-1. This ETF is reported at fair value, and the Company has made an irrevocable decision to hold this one ETF at systematic value.
Loan-backed and structured securities are primarily carried at amortized cost. For loan-backed and structured securities, the effective yield is based on estimated cash flows, including prepayment assumptions based on data from widely accepted third-party data sources or internal estimates. For high credit quality loan-backed and structured securities (those rated AA or above), cash flows are provided quarterly, and the amortized cost and effective yield of the security are adjusted as necessary to reflect historical prepayment experience and changes in estimated future prepayments. The adjustments to amortized cost for those securities rated AA or above are recorded in accordance with the retrospective method. For loan-backed and structured securities rated below AA, the effective yield is adjusted prospectively for any changes in estimated cash flows.
The NAIC designations for non-agency residential mortgage-backed securities (“RMBS”), including asset-backed securities collateralized by sub-prime mortgages, are based on security level expected losses as modeled by an independent third party (engaged by the NAIC) and the statutory carrying value of the security, including any purchase discounts or impairment charges previously recognized. The model used in determining NAIC designations was updated and utilized for reporting as of December 31, 2022 and 2021.
Similar to the change for RMBS, the NAIC designations for commercial mortgage-backed securities (“CMBS”) are based on security level expected losses as modeled by an independent third party (engaged by the NAIC) and the statutory carrying value of the security, including any purchase discounts or impairment charges previously recognized. The model used in determining NAIC designations was updated and utilized for reporting as of December 31, 2022 and 2021.
| (3) | Common stocks include unaffiliated common stocks. Unaffiliated common stocks are carried at fair value. Dividends are recognized in “Net investment income” on the ex-dividend date. |
| (4) | Mortgage loans on real estate (“Mortgage loans”) are stated primarily at unpaid principal balances, net of unamortized premiums and discounts and impairments. Impaired loans are identified by management as loans when it is considered probable that all amounts due according to the contractual terms of the loan agreement will not be collected. These loans are recorded based on the fair value of the collateral less estimated costs to obtain and sell. The difference between the net value of the collateral and the recorded investment in the mortgage loan is recognized as an impairment by creating a valuation allowance with a corresponding charge to unrealized loss or by adjusting an existing valuation allowance for the impaired loan with a corresponding charge or credit to unrealized gain or loss. Other than temporary impairments are then recognized as a realized loss in net income. |
Interest received on impaired loans, including loans that were previously modified in a troubled debt restructuring, is generally either applied against the principal or reported as revenue, according to management’s judgment as to the collectability of principal.
B-13
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
Management discontinues accruing interest on impaired loans after the loans are 90 days delinquent as to principal or interest, or earlier when management has substantial doubts about collectability. When this interest is deemed uncollectible, it is reversed against interest income on loans for the current period. Generally, a loan is restored to accrual status only after all delinquent interest and principal are brought current and, in the case of loans where interest has been interrupted for a substantial period, a regular payment performance has been established.
| (5) | Other invested assets include the Company’s investments in joint ventures, limited liability companies and other forms of partnerships. These investments are accounted for using an equity method as defined in SSAP No. 97 or SSAP No. 48 “Joint Ventures, Partnerships and Limited Liability Companies”, depending upon whether the investee is a Subsidiary, Controlled, or Affiliated Entity as defined in SSAP No. 97. These investments are valued based on the underlying audited U.S GAAP equity of the investee, or alternatives permitted by SSAP No.97 and SSAP No. 48, as applicable. |
Residual tranches or interests are included in other invested assets and are carried at the lower of amortized cost or fair value.
| (6) | Derivatives are reported as invested assets or liabilities. Although some derivatives are executed under a master netting arrangement, the Company does not offset in the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus, and Other Funds the carrying value of those derivative instruments and the related cash collateral or net derivative receivables and payables executed with the same counterparty under the same master netting arrangement. Derivatives that qualify for hedge accounting treatment are valued using the valuation method (either amortized cost or fair value) consistent with the underlying hedged asset or liability. At inception of a derivative transaction, the hedge relationship and risk management objective is documented and the designation of the derivative is determined based on specific criteria of the transaction. Derivatives where hedge accounting is either not elected or that are not eligible for hedge accounting are stated at fair value with changes in fair value recognized in unassigned surplus in the period of change. Investment gains and losses generally result from the termination of derivative contracts prior to expiration and are generally recognized in net income and may be subject to IMR. |
Derivatives in a net asset position may have cash or securities pledged as collateral to the Company in accordance with the collateral support agreements with the counterparty. This collateral is held in a custodial account for the benefit of the Company. Unrestricted cash collateral is included in other assets and the obligation to return it is included in other liabilities. The cash collateral is reinvested in a government money market fund. Securities pledged to the Company generally consist of U.S. government or U.S. government agency securities and are not recorded on the Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus, and Other Funds. Cash collateral pledged by the Company is included in other assets. See Note 6 for further discussion on derivative financial instruments.
| (7) | Repurchase agreements and reverse repurchase agreements are agreements between a seller and a buyer, whereby the seller of securities sells and simultaneously agrees to repurchase the same or substantially the same securities from the buyer at an agreed upon price and, usually, at a stated date as defined in Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (“SSAP No. 103”). Repurchase agreements (securities sold under agreements to repurchase) are generally accounted for as secured borrowings. The assets transferred are not removed from the balance sheet, the cash collateral received is invested and reported on the balance sheet and accounted for based on the type of investment. The Company obtains collateral in an amount at least equal to 95% of the fair value of the securities sold. An offsetting liability is reported in “Other liabilities”. For reverse repurchase agreements (securities purchased under agreements to resell), an asset is recorded in “Cash, and short-term investments” to reflect the receivable from the counterparty. Dollar repurchase agreements and reverse dollar |
B-14
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| repurchase agreements involve debt instruments that are pay-through securities collateralized with GNMA, FNMA and FHLMC and similar securities. The Company typically uses “to be announced” (“TBAs”) securities in the dollar repurchase and reverse dollar repurchase agreements which are accounted for as derivatives. Dollar repurchase and reverse dollar repurchase agreements are reported in “Derivatives” with the change in value reported as “Change in net unrealized capital gains (losses)”. “Net realized capital gains (losses)” are recorded upon termination of the agreements. Income and expenses related to these transactions used to earn spread income are reported as “Net investment income.” |
| (8) | Securities lending transactions are transactions where the Company loans securities to a third party, primarily large brokerage firms. These transactions are accounted for as secured borrowings. Cash collateral received is invested and reported on the balance sheet and accounted for based on the type of investment. The Company obtains collateral in an amount equal to 102% and 105% of the fair value of the domestic and foreign securities, respectively. A liability to return collateral received is reported in “Other Liabilities”. Income and expenses associated with securities lending transactions used to earn spread income are reported as “Net investment income.” |
| (9) | Net realized capital gains (losses) are computed using the specific identification method. Net realized investment gains and losses are generated from numerous sources, including the sale of bonds, stocks, other type of investments, as well as adjustments to the cost basis of investments for other-than-temporary impairments. Realized investment gains and losses are also generated from the termination of derivatives that do not qualify for hedge accounting. Investments carried at amortized cost are adjusted for impairments considered other-than-temporary. All bonds, preferred stocks and common stocks with unrealized losses are subject to review to identify other-than-temporary impairments in value. Under SAP, several factors must be considered to determine whether a decline in value of a security is other-than-temporary, including: |
| a) | the reasons for the decline in value (credit event, currency or interest related, including general spread widening); |
| b) | a company’s ability and intent to hold its investment for a period of time to allow for recovery of value; |
| c) | a company’s intent to sell its investment before recovery of the cost of the investment; |
| d) | the financial condition of and near-term prospects of the issuer; and |
| e) | for stocks, the extent and duration of the decline. |
For bonds, excluding loan-backed and structured securities, when it is determined that there is an other-than-temporary impairment, the Company records a write down to the estimated fair value of the bond, which reduces its amortized cost. Credit event related impairments are recorded in the Statement of Operations and Changes in Capital and Surplus within “Net realized capital gains (losses)” and applied to the asset valuation reserve (“AVR”), and interest related impairments are directly applied to the IMR, on an after-tax basis. The AVR is used to stabilize surplus from fluctuations in the market value of bonds, stocks, mortgage loans, real estate, limited partnerships and other investments. Changes in the AVR are accounted for as direct increases or decreases in surplus. The IMR captures interest related realized gains and losses on sales of bonds (net of taxes), preferred stocks, mortgage loans, interest related other-than-temporary impairments (net of taxes) and realized gains or losses on terminated interest rate related derivatives (net of taxes) which are amortized into net income over the expected years to maturity of the investments sold or the item being hedged by the derivative using the grouped method.
The new cost basis of an impaired bond is not adjusted for subsequent increases in estimated fair value. Estimated fair values for bonds, other than private placement bonds, are generally based on quoted market prices or prices obtained from independent pricing services. Estimated fair values for private placement bonds are typically determined by using a discounted cash flow model, which relies upon the average of spread surveys collected from private market intermediaries who are active in both primary and secondary transactions and takes into account,
B-15
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
among other factors, the credit quality of the issuer and the reduced liquidity associated with private placements. In determining the estimated fair value of certain securities, including those that are distressed, the discounted cash flow model may also use unobservable inputs, which reflect management’s own assumptions about the inputs market participants would use in pricing the asset.
For loan-backed and structured securities, when an-other-than-temporary impairment has occurred because the Company does not expect to recover the entire amortized cost basis of the security, the amount of the other-than-temporary impairment recognized as a realized loss shall equal the difference between the investment’s amortized cost basis and the present value of cash flows expected to be collected, discounted at the loan-backed or structured security’s effective interest rate. Additionally, the amortized cost of the security, less the other-than-temporary impairment recognized as a realized loss, shall become the new amortized cost basis of the investment. When the Company has the intent to sell or cannot assert ability and intent to hold to recovery, the security is impaired to the fair value basis.
For stocks, when it is determined that there is an other-than-temporary impairment, the Company records a write down in the Statement of Operations and Changes in Capital and Surplus within “Net realized capital gains (losses)” to the estimated fair value, which reduces the cost basis. Impairment losses on stocks are applied to the AVR as they are not interest rate related. The new cost basis of an impaired security is not adjusted for subsequent increases in the estimated fair value. Estimated fair values for privately traded common stock are determined using valuation and discounted cash flow models that require a substantial level of judgment.
| (10) | Separate account assets and liabilities are generally reported at estimated fair value and represent segregated funds, which are invested for certain policyholders, pension funds and other customers. However, there are some separate account assets and liabilities that support products with guarantees and are carried at the same basis as the general account. The assets consist primarily of common stocks, long-term bonds, real estate, mortgages, and short-term investments. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company. The liabilities include reserves established to meet withdrawal and future benefit payment contractual provisions. Investment risks associated with fair value changes are generally borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Mortality, policy administration and surrender charges on the accounts are included in “Income from separate account investment management fees” and “Other income” on the Statutory Statement of Operations and Changes in Capital and Surplus. Separate Account premiums are income transfers to the separate account, while separate account benefits, surrenders, reserve transfers and other policyholder charges are expense transfers from the separate account. The net amount of this separate account transfer to and from activity is recorded through “Net transfer to separate accounts” in the Statutory Statements of Operations and Changes in Capital and Surplus. Accrued separate account transfer activity is recorded through “Other liabilities” on the Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus page. |
| (11) | Life premiums are recognized as revenue when due from policyholders under the terms of the insurance contract. Annuity considerations are recognized as revenue when received. Expenses incurred in connection with acquiring new insurance business, including acquisition costs such as sales commissions, are charged to operations as incurred. |
| (12) | Policy reserves are generally based on mortality or morbidity tables and valuation interest rates, which are consistent with statutory requirements and are designed to be sufficient to provide for contractual guaranteed benefits. The Company generally holds reserves greater than those developed using minimum statutory reserving rules. In addition, the Appointed Actuary performs asset adequacy analysis annually to determine whether the policy reserves established are adequate in light of the assets supporting them. |
B-16
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| (13) | AVR is based upon a formula prescribed by the NAIC and is established as a liability to offset potential non-interest related investment losses. Changes in the AVR are charged or credited directly to surplus. |
| (14) | Income tax expense is based upon taxes currently payable and changes in deferred taxes are reported in surplus. The deferred tax asset is subject to admissibility limits. |
| (15) | The Company participates in reinsurance and follows the accounting and reporting principles in Statement of Statutory Account Principle No. 61R, “Life, Deposit-Type and Accident and Health Reinsurance.” |
| (16) | Deposit-type contracts do not incorporate mortality or morbidity risk and under statutory accounting principles are not accounted for as insurance contracts. Amounts received as payments for deposit-type contracts are recorded directly to “Deposit-type contracts”, and are not reported as revenue. |
| (17) | “Other assets” include premiums due and deferred, receivables from parents and affiliates, and guaranty funds receivable or on deposit. “Other liabilities” include general expenses due and accrued, life contract claims, payables to parent, subsidiaries, and affiliates, payable for securities, liability collateral related to derivatives, amounts withheld or retained by company as agent or trustee and remittances and items not allocated. |
| (18) | Certain assets and liabilities are recorded at fair value on the Company’s Statutory Statements of Admitted Assets, Liabilities, Capital and Surplus. The Company defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company categorizes its assets and liabilities measured at fair value into a three level hierarchy, based on the priority of the inputs to the respective valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The Company’s assets and liabilities have been categorized based upon the following fair value hierarchy: |
Level 1 inputs which are utilized for general and separate account assets and liabilities, utilize observable, quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Financial assets utilizing Level 1 inputs include certain mutual funds.
Level 2 inputs utilize other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs, which are utilized for general and separate account assets and liabilities, 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 are obtained from pricing services. The inputs used by the pricing services are reviewed at least quarterly or when the pricing vendor issues updates to its pricing methodology. For general and separate account assets and liabilities, inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, two-sided markets, benchmark securities, bids, evaluated bids, offers and reference data including market research publications. Additional inputs utilized for assets and liabilities classified as Level 2 are:
(a) Derivative instruments - trading activity, swap curves, credit spreads, currency volatility, net present value of cash flows and news sources.
(b) Separate account assets and liabilities - various index data and news sources, amortized cost (which approximates fair value), trading activity, swap curves, credit spreads, recovery rates, restructuring, net present value of cash flows and quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.
B-17
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
Level 3 inputs are unobservable and include situations where there is little, if any, market activity for the asset or liability. In general, the prices of Level 3 securities are obtained from single broker quotes and internal pricing models. If the broker’s inputs are largely unobservable, the valuation is classified as a Level 3. Broker quotes are validated through an internal analyst review process, which includes validation through known market conditions and other relevant data, as noted below. Internal models are usually cash flow based utilizing characteristics of the underlying collateral of the security such as default rate and other relevant data.
Foreign exchange rates are determined at a time that corresponds to the closing of the NYSE.
The fair value of certain investments in the separate accounts and limited partnerships are estimated using net asset value per share as a practical expedient and are excluded from the fair value hierarchy levels in Note 5. These net asset values are based on the fair value of the underlying investments, less liabilities.
In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability.
Overall, transfers between levels are attributable to a change in the observability of inputs. Assets and liabilities are transferred to a lower level in the hierarchy when a significant input cannot be corroborated with market observable data. This may occur when market activity decreases and underlying inputs cannot be observed, current prices are not available, and/or when there are significant variances in quoted prices, thereby affecting transparency. Assets and liabilities are transferred to a higher level in the hierarchy when circumstances change such that a significant input can be corroborated with market observable data. This may be due to a significant increase in market activity including recent trades, a specific event, or one or more significant input(s) becoming observable.
In some instances, securities are priced using external broker quotes. In most cases, when broker quotes are used as pricing inputs, more than one broker quote is obtained. External broker quotes are reviewed internally by comparing the quotes to similar securities in the public market and/or to vendor pricing, if available. Additionally, external broker quotes are compared to market reported trade activity to ascertain whether the price is reasonable, reflective of the current market prices, and takes into account the characteristics of the Company’s securities.
| (19) | The NAIC “Accounting Practices and Procedures Manual” (“NAIC SAP”) reporting differs from accounting principles generally accepted in the United States of America (“GAAP”). NAIC SAP is designed to address the concerns of regulators. GAAP is designed to meet the varying needs of the different users of financial statements. |
NAIC SAP is considered to be more conservative than GAAP in certain respects and attempts to determine at the financial statement date an insurer’s ability to pay claims in the future. GAAP, on the other hand, is focused on measurement of emerging earnings of a business from period to period, by matching revenue to expense.
NAIC SAP and Connecticut SAP differ from GAAP in certain aspects, which in some cases may be material. The primary differences between SAP and GAAP are noted below:
| • | Under SAP, financial statements of entities where the Company has a controlling financial interest are reported using the statutory equity method of accounting. Under GAAP, financial statements of entities where the Company has a controlling financial interest are consolidated into the Company’s financial statements. |
B-18
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| • | Under SAP, policy acquisition costs, such as commissions, and other costs incurred in connection with acquiring new business, are expensed when incurred; under GAAP, certain costs are deferred and amortized either over the expected lives of the contracts or based on the level and timing of either gross margins, gross profits or gross premiums, depending on the type of contract. |
| • | Under SAP, the Commissioner Reserve Valuation Method (“CRVM”) is used for the majority of individual insurance reserves; under GAAP, individual insurance policyholder liabilities for traditional forms of insurance are generally established using the net level premium method. For interest-sensitive policies, a liability for policyholder account balances is established under GAAP based on the contract value that has accrued to the benefit of the policyholder. Policy valuation assumptions used in the estimation of policyholder liabilities are generally prescribed under SAP; under GAAP, policy valuation assumptions are based upon best estimates as of the date the policy is issued, with provisions for the risk of adverse deviation. |
| • | Under SAP, the Commissioner Annuity Reserve Valuation Method (“CARVM”) is used for the majority of individual deferred annuity reserves; under GAAP, individual deferred annuity policyholder liabilities are generally equal to the contract value that has accrued to the benefit of the policyholder, in addition to liabilities for certain guarantees under variable annuity contracts. |
| • | Under SAP, reinsurance reserve credits taken by ceding entities as a result of reinsurance contracts are netted against the ceding entity’s policy and claim reserves and unpaid claims; under GAAP, reinsurance recoverables are reported as assets. Also, the SAP criteria for determining whether reinsurance contracts qualify for reinsurance accounting differ from GAAP. As a result, certain contracts that qualify for reinsurance accounting under SAP are accounted for as deposits under GAAP. |
| • | Under SAP, deposits to universal life contracts are credited to revenue; under GAAP, such deposits are reported as increases to the policyholder account balances. |
| • | Under SAP, certain contracts, in particular deferred annuities with mortality risk, are considered “life contracts” and, accordingly, premiums associated with these contracts are reported as revenues. Under GAAP, deferred annuities are classified as either “insurance contracts” or “investment contracts” and, accordingly, deposits related to those investment contracts are not reported as revenues. Under GAAP, amounts received for investment contracts are not reported as policy liabilities and insurance reserves. |
| • | Under SAP, there is no concept of value of business acquired (“VOBA”); under GAAP, VOBA is recorded as an asset or an additional liability. |
| • | Under SAP, the IMR consists of net accumulated unamortized realized capital gains and losses, net of income taxes, on sales or interest related impairments of bonds and derivative investments attributable to changes in the general level of interest rates. Such gains or losses are initially deferred and then amortized into income over the remaining period to maturity, based on groupings of individual securities sold in five-year bands. An IMR asset is generally designated as a non-admitted asset and is recorded as a reduction to capital and surplus. Under GAAP, realized gains and losses are recognized in income in the period in which a security is sold. |
| • | Under SAP, the AVR is computed in accordance with a prescribed formula and represents a provision for possible non-interest related fluctuations in the value of bonds, equity securities, mortgage loans, real estate, and other invested assets. Changes to the AVR are charged or credited directly to unassigned surplus. This type of reserve is not necessary or required under GAAP. |
B-19
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| • | Under SAP, bonds, including loan-backed and structured securities (collectively referred to as “bonds”), are carried at statutory adjusted carrying value in accordance with the NAIC designation of the security. Carrying value is amortized cost, unless the bond is either (a) designated as a six, in which case it is the lower of amortized cost or fair value or (b) required to be carried at fair value due to the structured securities ratings methodology, or (c) for perpetual bonds that do not possess an effective call option, is carried at fair value regardless of NAIC designation. Under GAAP, bonds are carried at amortized cost for securities classified as held-to-maturity and fair value for securities classified as available-for-sale and held-for-trading. |
| • | Under SAP, short-term investments include all investments whose remaining maturities, at the time of acquisition, are three months to one year. Under GAAP, short-term investments include securities purchased with investment intent and with remaining maturities, at the time of acquisition, of one year or less. |
| • | Under SAP, derivatives that qualify for hedge accounting are carried at the same valuation method as the underlying hedged asset, while derivatives that do not qualify for hedge accounting are carried at fair value. Under GAAP, all derivatives, regardless of hedge accounting treatment, are recorded on the balance sheet in other assets or other liabilities at fair value. As prescribed by the NAIC, for those derivatives which qualify for hedge accounting, the change in the carrying value or cash flow of the derivative is recorded consistently with how the changes in the carrying value or cash flow of the hedged asset, liability, firm commitment or forecasted transaction are recorded. Under GAAP, if the derivative is designated as a cash flow hedge, the effective portions of the changes in the fair value of the derivative are recorded in accumulated other comprehensive income and are recognized in the income statements when the hedged item affects earnings. Changes in fair value resulting from foreign currency translations are recorded in either AOCI or net investment income, consistent with where they are recorded on the underlying hedged asset or liability. Changes in the fair value, including changes resulting from foreign currency translations, of derivatives not eligible for hedge accounting or where hedge accounting is not elected and the over effective portion of cash flow hedges are recognized in investment gains (losses) as a component of net income in the period of the change. Realized foreign currency transactional gains and losses on derivatives subject to hedge accounting are recorded in net investment income, whereas those on derivatives not subject to hedge accounting are recorded in investment gains (losses). As prescribed by the NAIC, upon termination of a derivative that qualifies for hedge accounting, the gain or loss is recognized in income in a manner that is consistent with the hedged item. Alternatively, if the item being hedged is subject to IMR, the gain or loss on the hedging derivative is realized and is subject to IMR upon termination. Under GAAP, gains or losses on terminated contracts that are effective hedges are recorded in earnings in net investment income or other comprehensive income. The gains or losses on terminated contracts where hedge accounting is not elected, or contracts that are not eligible for hedge accounting, are recorded in investment gains (losses). |
The Company enters into dollar repurchase agreements with third party broker-dealers. The Company does not enter into these types of transactions for liquidity purposes, but rather for yield enhancement on its investment portfolio. The dollar repurchase trading strategy involves the sale of securities, with a simultaneous agreement to repurchase similar securities at a future date at an agreed-upon price. If the assets to be repurchased are the same, or substantially the same, as the assets transferred, the transactions are accounted for as secured borrowings. Transactions that do not meet the secured borrowing requirements are accounted for as bond purchases and sales. Under GAAP, these transactions are recorded as forward settling to be announced (“TBA”) securities that are accounted for as derivative instruments, but hedge accounting is not elected as the Company does not regularly accept delivery of such securities when issued.
| • | Under SAP, an embedded derivative instrument shall not be separated from the host contract and accounted for separately as a derivative instrument; under GAAP, the accounting and bifurcation for embedded derivatives follows Accounting Standards Codification (“ASC”) 815, “Derivatives and Hedging”, with the change in fair value during each reporting period recorded within “Realized investment gains (losses).” |
B-20
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| • | Under SAP, for option contracts where the payment or receipt of premiums is deferred until contract maturity (“deferred premiums”), these premium amounts are recorded separately from the fair value of the derivative reported on the balance sheet. Under GAAP, these “deferred premiums” are incorporated into the fair value of the derivative reported on the balance sheet. |
| • | Under SAP, an extraordinary distribution approved by the Company’s regulator may be recorded as a return of capital; under GAAP, the distribution is recorded as a dividend when the Company has undistributed retained earnings. |
| • | Under SAP, goodwill is subject to admissibility limits and is amortized over a period not to exceed ten years; under GAAP, goodwill has no admissibility limits, is subject to impairment testing and not amortized. |
| • | Under SAP, income tax expense is based upon taxes currently payable. Changes in deferred taxes are reported in surplus; where as under GAAP, changes in deferred taxes are generally recorded in income tax expense. In addition, the deferred tax asset under SAP is subject to admissibility limits. |
| • | Under SAP, an other-than-temporary impairment (“OTTI”) is recorded (a) if it is probable that the Company will be unable to collect all amounts due according to the contractual terms in effect at the date of acquisition, (b) if the Company has the intent to sell the investment or (c) for non-interest related declines in value and where the Company does not have the intent and ability at the reporting date, to hold the bond until its recovery. Under GAAP, if either (a) management has the intent to sell a bond investment or (b) it is more likely than not the Company will be required to sell a bond investment before its anticipated recovery, a charge is recorded in net realized investment losses equal to the difference between the fair value and cost or amortized cost basis of the security. If management does not intend to sell the security and it is not more likely than not the Company will be required to sell the bond investment before recovery of its amortized cost basis, but the present value of the cash flows expected to be collected (discounted at the effective interest rate implicit in the bond investment prior to impairment) is less than the amortized cost basis of the bond investment (referred to as the credit loss portion), an OTTI is considered to have occurred. |
Under GAAP, total OTTI is bifurcated into two components: the amount related to the credit loss, which is recognized in current period earnings through realized capital losses; and the amount attributed to other factors (referred to as the noncredit portion), which is recognized as a separate component in accumulated other comprehensive income (loss). As prescribed by the NAIC, non-interest related OTTI is only bifurcated on loan-backed and structured securities. Factors related to interest and other components do not have a financial statement impact and are disclosed in “Unrealized losses and OTTI” in the notes to the statutory financial statements.
| • | Under SAP, credit losses are recorded when incurred; under GAAP, credit losses on certain assets are estimated using a new current expected credit loss (“CECL”) model that estimates future losses over the life of the asset based on relevant information about past events, current conditions, and reasonable and supportable forecasts that may affect collectability of the reported amounts. Prior to the adoption of CECL in 2020, credit losses were recorded when incurred. |
| • | Under SAP, certain assets designated as non-admitted are excluded from assets by a direct charge to surplus; under GAAP, such assets are carried on the balance sheet with appropriate valuation allowances. |
B-21
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 1E. | Income Taxes |
Due to the Prudential acquisition, the Company no longer files a consolidated federal income tax return with Prudential Financial. The Company will file a separate federal income tax return beginning on April 1, 2022. The Internal Revenue Code of 1986, as amended (the “Code”), taxes the Company on operating income after dividends to policyholders plus realized gains/losses.
Statement of Statutory Accounting Principles No. 101, Income Taxes (“SSAP No. 101”), provides regulatory-based thresholds that determine the reversal period and statutory surplus limitations that the Company must use in computing its net admitted deferred tax asset (“DTA”). In addition, SSAP No. 101 provides specific guidance for accounting for uncertain tax positions and requires additional disclosure regarding the impact of tax planning strategies on the net admitted DTA.
Deferred income taxes are recognized in accordance with SSAP No. 101, based upon enacted rates, when assets and liabilities have different values for financial statement and tax reporting purposes. Tax planning strategies are relied upon in limited circumstances to support the admissibility of deferred tax assets in accordance with SSAP No. 101. Income from sources outside the United States is taxed under applicable foreign statutes.
In March 2020, in response to the COVID-19 pandemic, Congress enacted the CARES Act. One provision of the CARES Act amends the Tax Act of 2017 and allows companies with net operating losses (“NOLs”) originating in 2018, 2019 or 2020 to carry back those losses for up to five years. See “Income Taxes” in Note 7 to the Consolidated Financial Statements for more information.
| 2. | ACCOUNTING CHANGES AND CORRECTIONS OF ERRORS |
In the fourth quarter 2021, the Company identified and corrected reserves related to Group Annuity Contracts that were understated in the prior year by $0.2 million. The correction was recorded in “Other changes, net” in the Statutory Statements of Operations and Changes in Capital and Surplus.
In the first quarter of 2021, the Company determined that federal income taxes were understated by $2.4 million in the prior year. A correction for this amount was recorded through “Other changes, net” in the Statutory Statements of Operations and Changes in Capital and Surplus.
During the second quarter of 2020, it was determined that reserves related to Group Annuity Contracts were understated in the prior year by $7 million. A correction related to the prior year was recorded through “Other changes, net” in the Statutory Statements of Operations and Changes in Capital and Surplus.
In January 2021, the NAIC extended the expiration dates of INT 20-03 and INT 20-07. INT 20-03 provided relief for mortgage loan restructurings that meet certain criteria and are due to COVID-19 to not be assessed as a troubled debt restructuring (“TDR”). INT 20-07 provided relief for the debt security restructurings that meet certain criteria and are due to COVID-19 to not be classified as minor modifications. The Company elected to apply this relief pursuant to these INT’s in 2021.
In July 2020, the NAIC revised SSAP No. 86, “Derivatives” (“SSAP No. 86”) to clarify that the reporting of derivatives with financing premiums should exclude financing components. The revisions require the present value of the derivative premium receivable (and/or payable) to be separately reported, and it proposes these additional data elements be factored into the counterparty risk assessment for RBC calculations. The Company has adopted the revised guidance.
B-22
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
In April 2020, the NAIC adopted the overall guidance in FASB ASU 2020-04 – Reference Rate Reform (Topic 848) which provides an optional expedient, allowing for the continuation of certain contracts that are modified in response to reference rate reform. Additionally, it provides waivers from recognizing hedging transactions, and exceptions for assessing hedge effectiveness as a result of transitioning away from certain interbank offering rates. The Company has elected to prospectively apply this guidance.
In 2020, the NAIC revised SSAP No. 32, Preferred Stock. The revisions update the definitions as well as measurement, dividend and impairment guidance for preferred stock and clarify the application of SSAP No. 32 in conjunction with SSAP No. 48 and SSAP No. 97. The Company adopted the revised guidance for the period starting on January 1, 2021. The adoption of this guidance did not have a material impact to the Company.
In 2021, the Statutory Accounting Principles Working Group (“SAPWG”) adopted revisions to SSAP No. 26R, Bonds. The SSAP revisions clarify that perpetual bonds are within scope of SSAP No. 26R. Those with an effective call option shall be amortized under the yield-to-worst concept, and those that do not possess, or no longer possess, a call feature shall be reported at fair value. Additional revisions expand current called bond disclosures to include bonds terminated through a tender offer. The revisions were adopted with an effective date of January 1, 2021. The adoption of these revisions did not have a material effect on the Company’s financial statements.
In 2022, the SAPWG adopted updated, summarized financial modeling guidance for residential mortgage-backed securities and commercial mortgage-backed securities in SSAP No. 43R – Loan-Backed and Structured Securities. This guidance continues to refer users to the detailed financial modeling guidance in the Purposes and Procedures Manual of the Investment Analysis Office, and was adopted on April 1, 2022. The adoption of this standard did not have a material effect on the Company’s financial statements.
| 3. | INVESTMENTS |
| 3A. | Bonds and stocks |
The Company invests in both investment grade and non-investment grade public and private bonds. The SVO evaluates the investments of insurers for statutory reporting purposes and assigns bonds to one of twenty categories called “NAIC Designations”. In general, NAIC Designations of “1A” through “1G” highest quality or “2A” through “2C” high quality, include bonds considered investment grade, which include securities rated Baa3 or higher by Moody’s or BBB- or higher by Standard & Poor’s. NAIC Designations of “3A” through “6” generally include bonds referred to as below investment grade, which include securities rated Ba1 or lower by Moody’s and BB+ or lower by Standard & Poor’s.
The NAIC Designations for commercial mortgage-backed securities and non-agency residential mortgage-backed securities, including the Company’s asset-backed securities collateralized by sub-prime mortgages, are based on security level expected losses as modeled by an independent third-party (engaged by the NAIC) and the statutory carrying value of the security, including any purchase discounts or impairment charges previously recognized.
As a result of time lags between the funding of investments, the finalization of legal documents, and the completion of the SVO filing process, the bond portfolio generally includes securities that have not yet been rated by the SVO as of each balance sheet date. Pending receipt of SVO designations, the categorization of these securities by NAIC Designation is based on the expected ratings indicated by internal analysis.
B-23
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
The following tables set forth additional information relating to bonds as of the dates indicated:
| December 31, 2022 | ||||||||||||||||
| Carrying Amount |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
| (in thousands) | ||||||||||||||||
| Bonds | ||||||||||||||||
| U.S. governments |
$ | 128,885 | $ | 42 | $ | 12,801 | $ | 116,126 | ||||||||
| All other governments |
352,449 | 113 | 36,845 | 315,717 | ||||||||||||
| U.S. states, territories, and possessions |
31,244 | 497 | 216 | 31,525 | ||||||||||||
| Political subdivisions of states and territories |
8,256 | 448 | — | 8,704 | ||||||||||||
| Special revenue and special assessments |
596,384 | 10,103 | 41,881 | 564,606 | ||||||||||||
| Hybrid securities |
217 | 210 | — | 427 | ||||||||||||
| Industrial & miscellaneous |
20,252,839 | 23,971 | 1,669,579 | 18,607,231 | ||||||||||||
| SVO identified funds |
334,713 | — | 75,687 | 259,026 | ||||||||||||
| Bank loans |
6,564 | — | — | 6,564 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total bonds |
$ | 21,711,551 | $ | 35,384 | $ | 1,837,009 | $ | 19,909,926 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2021 | ||||||||||||||||
| Carrying Amount |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
|||||||||||||
| (in thousands) | ||||||||||||||||
| Bonds | ||||||||||||||||
| U.S. governments |
$ | 212,574 | $ | 2,716 | $ | 1,232 | $ | 214,058 | ||||||||
| All other governments |
662,954 | 5,099 | 6,354 | 661,699 | ||||||||||||
| U.S. states, territories, and possessions |
21,467 | 4,497 | — | 25,964 | ||||||||||||
| Political subdivisions of states and territories |
8,258 | 2,560 | — | 10,818 | ||||||||||||
| Special revenue and special assessments |
789,813 | 74,625 | 1,265 | 863,173 | ||||||||||||
| Hybrid securities |
23,334 | 1,309 | — | 24,643 | ||||||||||||
| Industrial & miscellaneous |
20,779,266 | 568,466 | 121,809 | 21,225,923 | ||||||||||||
| Bank loans |
3,874 | 455 | — | 4,329 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total bonds |
$ | 22,501,540 | $ | 659,727 | $ | 130,660 | $ | 23,030,607 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
B-24
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
The following table sets forth carrying amount and estimated fair value of bonds, including short-term, by contractual maturity. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties. Loan-backed and structured securities are shown separately in the table below, as they do not have a single maturity date.
| December 31, 2022 | ||||||||
| Carrying Amount |
Estimated Fair Value |
|||||||
| (in thousands) | ||||||||
| Due in one year or less |
$ | 2,258,818 | $ | 2,142,604 | ||||
| Due after one year through five years |
8,501,719 | 7,854,063 | ||||||
| Due after five years through ten years |
5,441,884 | 4,725,580 | ||||||
| Due after ten years |
679,030 | 659,790 | ||||||
| Loan-backed and structured securities |
4,857,682 | 4,555,441 | ||||||
|
|
|
|
|
|||||
| $ | 21,739,133 | $ | 19,937,478 | |||||
|
|
|
|
|
|||||
Proceeds from the sale of bonds were $2,376,610 thousand, $5,167,669 thousand and $1,011,627 thousand for the years ended December 31, 2022, 2021 and 2020, respectively. Gross gains of $5,986 thousand, $227,468 thousand and $32,636 thousand and gross losses of $88,578 thousand, $44,419 thousand and $7,262 thousand were realized on sales during the years ended December 31, 2022, 2021 and 2020, respectively.
Write-downs for impairments, which were deemed to be other-than-temporary, for bonds were $7,034 thousand, $4,502 thousand and $34,611 thousand for the years ended December 31, 2022, 2021 and 2020, respectively. There were no impairments recorded for common and preferred stocks for the years ended December 31, 2022, 2021 and 2020.
The level of other-than-temporary impairments generally reflects economic conditions and is expected to increase when economic conditions worsen and to decrease when economic conditions improve. Historically, the causes of other-than-temporary impairments have been specific to each individual issuer and have not directly resulted in impairments to other securities within the same industry or geographic region. The Company may also realize additional credit and interest rate related losses through sales of investments pursuant to our credit risk and portfolio management objectives.
The following table sets forth the fair value of bond lots held for which the estimated fair value has temporarily declined and remained below cost as of the dates indicated.
| December 31, 2022 | ||||||||||||||||
| Declines for Less Than Twelve Months |
Declines for Greater Than Twelve Months |
|||||||||||||||
|
|
|
|||||||||||||||
| Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||
| Bonds |
$ | 10,419,825 | $ | 664,642 | $ | 8,467,759 | $ | 1,311,155 | ||||||||
B-25
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| December 31, 2021 | ||||||||||||||||
| Declines for Less Than Twelve Months |
Declines for Greater Than Twelve Months |
|||||||||||||||
|
|
|
|||||||||||||||
| Fair Value | Unrealized Loss | Fair Value | Unrealized Loss | |||||||||||||
| Bonds |
$ | 9,778,141 | $ | 154,388 | $ | 415,952 | $ | 23,043 | ||||||||
In accordance with its policy described in Note 1D, it was concluded that an adjustment to surplus for other-than-temporary impairments for these bonds was not warranted at December 31, 2022 or 2021. These conclusions were based on a detailed analysis of the underlying credit and cash flows on each bond. As of December 31, 2022, the Company did not intend to sell these bonds, and it is not more likely than not that we will be required to sell these bonds before the anticipated recovery of the remaining cost basis.
| 3B. | Mortgage Loans |
The maximum and minimum lending rates for new mortgage loans for the year ended December 31, 2022 were 5.30% and 4.77% for Commercial loans. There were no new Agricultural loans for the year ended December 31, 2022. The maximum and minimum lending rates for new mortgage loans for the year ended December 31, 2021 were: Agricultural loans 2.90% and 2.90%; Commercial loans 4.40% and 1.20%. For the years ended December 31, 2022 and 2021 there were no purchase money mortgages loaned.
The maximum percentage of any one loan to the value of security at the time of the loan, exclusive of insured or guaranteed or purchase money mortgages is no greater than 80%. The mortgage loans were geographically dispersed or distributed throughout the United States, with the largest concentrations in California (19.33%), Texas (17.43%), and Pennsylvania (7.32%) and included loans secured by properties in Europe, Canada, and Mexico as of December 31, 2022. As of December 31, 2021, the largest concentrations in Texas (18.21%), California (15.22%) and Washington (6.69%) and included loans secured by properties in Europe, Canada, and Mexico.
There were no taxes, assessments, or any amounts advanced not included in the mortgage loan total as of December 31, 2022 and December 31, 2021.
The Company invests in investment grade and below investment grade mortgage loans. Investment grade reflects credit risk that is comparable to corporate bonds rated BBB-/Baa3 or better by S&P/Moody’s. There were $4,375,059 thousand of investment grade mortgage loans and $288,456 thousand of below investment grade mortgage loans as of December 31, 2022. There were $5,065,967 thousand of investment grade mortgage loans and $1,402 thousand of below investment grade mortgage loans as of December 31, 2021.
The portfolio is reviewed on an ongoing basis; and if certain criteria are met, loans are assigned one of the following “watch list” categories: 1) “Closely Monitored” includes a variety of considerations such as when loan metrics fall below acceptable levels, the borrower is not cooperative or has requested a material modification, or at the direction of the portfolio manager, 2) “Not in Good Standing” includes loans in default or there is a high probability of loss of principal, such as when the loan is in the process of foreclosure or the borrower is in bankruptcy. Our workout and special servicing professionals manage the loans on the watch list.
We establish an allowance for losses to provide for the risk of credit losses inherent in the lending process. The allowance includes loan specific reserves for loans that are determined to be impaired as a result of our loan review process. We define an impaired loan as a loan for which it estimates it is probable that amounts due according to the contractual terms of the loan agreement will not be collected. The loan specific allowance is based on our assessment as to ultimate collectability of loan principal and interest. Valuation allowances for an impaired loan are recorded based on
B-26
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
the present value of expected future cash flows discounted at the loan’s effective interest rate or based on the fair value of the collateral less the estimated costs to obtain and sell. The valuation allowance for commercial mortgage and other loans can increase or decrease from period to period based on these factors.
The following tables set forth the age analysis of mortgage loans and identification of mortgage loans in which the insurer is a participant or co-lender in a mortgage loan agreement as of the dates indicated. Prior to December 31, 2022, the amount reported as participant or co-lender mortgage loan agreements were limited to new fundings during the year. At December 31, 2022, the amount reported as participant or co-lender mortgage loans agreements is of the total of all mortgage loans.
| Agricultural | Residential | Commercial | Mezzanine | Total | ||||||||||||||||||||||||
| Insured | All Other | Insured | All Other | |||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||
| Recorded Investment (All) | ||||||||||||||||||||||||||||
| Current | $ | — | $ | — | $ | — | $ | — | $ | 4,664,126 | $ | — | $ | 4,664,126 | ||||||||||||||
| 30-59 days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| 60-89 Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| 90-179 Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| 180+ Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| Accruing Interest 90-179 Days Past Due | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Accrued | — | — | — | — | — | — | — | |||||||||||||||||||||
| Accruing Interest 180+ Days Past Due | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Accrued | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Reduced | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Number of Loans | — | — | — | — | — | — | — | |||||||||||||||||||||
| Percent Reduced | 0% | 0% | 0% | 0% | 0% | 0% | 0% | |||||||||||||||||||||
| Participant of Co-Lender in a Mortgage Loan Agreement | ||||||||||||||||||||||||||||
| Recorded Investment | $ | — | $ | — | $ | — | $ | — | $ | 4,468,526 | $ | — | $ | 4,468,526 | ||||||||||||||
| Agricultural | Residential | Commercial | Mezzanine | Total | ||||||||||||||||||||||||
| Insured | All Other | Insured | All Other | |||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||
| Recorded Investment (All) | ||||||||||||||||||||||||||||
| Current | $ | 18,144 | $ | — | $ | — | $ | — | $ | 5,049,225 | $ | — | $ | 5,067,369 | ||||||||||||||
| 30-59 days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| 60-89 Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
B-27
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| Agricultural | Residential | Commercial | Mezzanine | Total | ||||||||||||||||||||||||
| Insured | All Other | Insured | All Other | |||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||
| 90-179 Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| 180+ Days Past Due | — | — | — | — | — | — | — | |||||||||||||||||||||
| Accruing Interest 90-179 Days Past Due | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Accrued | — | — | — | — | — | — | — | |||||||||||||||||||||
| Accruing Interest 180+ Days Past Due | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Accrued | — | — | — | — | — | — | — | |||||||||||||||||||||
| Interest Reduced | ||||||||||||||||||||||||||||
| Recorded Investment | — | — | — | — | — | — | — | |||||||||||||||||||||
| Number of Loans | — | — | — | — | — | — | — | |||||||||||||||||||||
| Percent Reduced | 0 % | 0 % | 0 % | 0 % | 0 % | 0 % | 0 % | |||||||||||||||||||||
| Participant of Co-Lender in a Mortgage Loan Agreement | ||||||||||||||||||||||||||||
| Recorded Investment | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||
The Company had allowances for credit losses of $611 thousand and $0 thousand as of December 31, 2022 and 2021, respectively.
| 3C. | Loan-Backed Securities |
As of December 31, 2022, the following table represents all impaired securities for which an OTTI has not been recognized in earnings as a realized loss, segregated by those securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve months or longer as of the dates indicated:
| December 31, 2022 |
December 31, 2021 |
|||||||
| (in thousands) | ||||||||
| a. Aggregate amount of unrealized losses: |
||||||||
| 1. Less than 12 Months |
$ | (197,117 | ) | $ | (15,530 | ) | ||
| 2. 12 Months or More |
$ | (109,784 | ) | $ | (1,775 | ) | ||
| b. Aggregate related fair value of securities of unrealized losses: |
||||||||
| 1. Less than 12 Months |
$ | 3,372,473 | $ | 1,772,223 | ||||
| 2. 12 Months or More |
$ | 1,152,351 | $ | 32,165 | ||||
Other-than-temporary impairment decisions are based upon a detailed analysis of a security’s underlying credit and cash flows.
B-28
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 3D. | Securities Lending |
The Company conducts asset-based or secured financing transactions such as securities lending, in order to earn spread income, to borrow funds, or to facilitate trading activity. The collateral received in connection with these programs is primarily used to purchase securities in the short-term spread portfolios of our domestic insurance entities. Investments held in the short-term spread portfolios include cash and cash equivalents, short-term investments and bonds, including mortgage- and asset-backed securities.
These programs are typically limited to securities in demand that can be loaned at relatively low financing rates. As such, we believe there is unused capacity available through these programs. Holdings of cash and cash equivalent investments in these short-term spread portfolios allow for further flexibility in sizing the portfolio to better match available financing. Current conditions in both the financing and investment markets are continuously monitored in order to appropriately manage the cost of funds, investment spreads, asset/liability duration matching and liquidity.
In the Separate Accounts, cash collateral received of $0 thousand and $18,135 thousand was invested in cash and short-term investments as of December 31, 2022 and 2021, respectively. This is not included on the balance sheet in assets or cash collateral for loaned securities. This collateral is not restricted. The fair value of the securities on loan was $0 thousand and $17,749 thousand as of December 31, 2022 and 2021, respectively. A collateral liability of $0 thousand and $18,135 thousand is included in “Separate account liabilities” as of December 31, 2022 and 2021, respectively.
Securities lending policies and procedures for the Separate Accounts are generally consistent with the General Account policies and procedures.
| 3E. | Other Invested Assets |
The following table sets forth the composition of the Company’s other invested assets, as of the dates indicated:
| December 31, 2022 | December 31, 2021 | |||||||||||||||
| Carrying Value |
% of Total |
Carrying Value |
% of Total |
|||||||||||||
| ($ in thousands) | ||||||||||||||||
| Joint ventures and limited partnerships - other |
$ | 4,378 | 11 % | $ | — | 0 % | ||||||||||
| Residual tranches or interests with underlying assets having characteristics of fixed income instruments | 11,488 | 29 % | — | 0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Subtotal - Other invested assets |
$ | 15,866 | 40 % | $ | — | 0 % | ||||||||||
| Receivables for securities |
23,342 | 60 % | 20,433 | 35 % | ||||||||||||
| Collateral for variation margin |
— | 0 % | 38,538 | 65 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total Other invested assets |
$ | 39,208 | 100 % | $ | 58,971 | 100 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
B-29
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 3F. | Other Investment Disclosures |
Restricted Assets
The following tables set forth Restricted Assets (including Pledged) as of the dates indicated:
| Restricted Asset |
December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Gross (Admitted & Nonadmitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||
| Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total Nonadmitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Nonadmitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets |
||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||
| Subject to contractual obligation for which liability is not shown | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | 0.0 | % | 0.0 % | |||||||||||||||||||
| Collateral held under security lending agreements | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Subject to repurchase agreements | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Subject to reverse repurchase agreements | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Subject to dollar repurchase agreements | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Subject to dollar reverse repurchase agreements | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Placed under option contracts | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Letter stock or securities restricted as to sale - excluding FHLB capital stock | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| FHLB capital stock | 5,150 | — | — | — | 5,150 | — | 5,150 | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| On deposit with state | 7,062 | — | — | — | 7,062 | — | 7,062 | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
B-30
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| Restricted Asset |
December 31, 2022 | |||||||||||||||||||||||||||||||||||
| Gross (Admitted & Nonadmitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||
| Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total Nonadmitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Nonadmitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets |
||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||
| On deposit with other regulatory bodies | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Pledged as collateral to FHLB (including assets backing funding agreements) | — | — | — | — | — | — | — | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Pledged as collateral not captured in other categories | 148,032 | — | 76,284 | — | 224,316 | — | 224,316 | 0.3 | % | 0.3 % | ||||||||||||||||||||||||||
| Other restricted assets | 1,097 | — | — | — | 1,097 | — | 1,097 | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total restricted assets | $ | 161,341 | $ | — | $ | 76,284 | $ | — | $ | 237,625 | $ | — | $ | 237,625 | 0.3 | % | 0.3 % | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
The following table sets forth the detail of assets pledged as collateral not captured in other categories as of the date indicated:
| December 31, 2022 | ||||||||||||||||||||||||||||||||||||
| Restricted Asset Category |
Gross (Admitted & Nonadmitted) Restricted | Percentage | ||||||||||||||||||||||||||||||||||
| Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total Nonadmitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Nonadmitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets |
||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||
| Futures margin deposits | $ | 19,988 | $ | — | $ | — | $ | — | $ | 19,988 | $ | — | $ | 19,988 | 0.0 % | 0.0 % | ||||||||||||||||||||
| Derivatives cash collateral | 128,044 | — | 75,846 | — | 203,890 | — | 203,890 | 0.3 % | 0.3 % | |||||||||||||||||||||||||||
| Currency swaps | — | — | 438 | — | 438 | — | 438 | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total |
$ | 148,032 | $ | — | $ | 76,284 | $ | — | $ | 224,316 | $ | — | $ | 224,316 | 0.3 % | 0.3 % | ||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
B-31
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
The following tables set forth the Collateral Received and Reflected as Assets within the Company’s Financial Statements as of the date indicated:
| December 31, 2022 | ||||||||||||||||
| Collateral Assets | Booked/Adjusted Carrying Value (BACV) |
Fair Value | % of BACV to Total Assets (Admitted and Nonadmitted |
% of BACV to Total Admitted Assets |
||||||||||||
| ($ in thousands) | ||||||||||||||||
| General Account : |
||||||||||||||||
| Cash, Cash Equivalents, and Short-Term Investments |
$ | 172,710 | $ | 172,710 | 0.6 | % | 0.6 | % | ||||||||
| Bonds |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Mortgage loans |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Common Stock |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Other invested assets |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Other |
— | — | 0.0 | % | 0.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Collateral Assets |
$ | 172,710 | $ | 172,710 | 0.6 | % | 0.6 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Separate Account : |
||||||||||||||||
| Cash, Cash Equivalents, and Short-Term Investments |
$ | 7,850 | $ | 7,850 | 0.0 | % | 0.0 | % | ||||||||
| Bonds |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Mortgage Loans |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Common stocks |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Other invested assets |
— | — | 0.0 | % | 0.0 | % | ||||||||||
| Other* |
— | 5,503 | 0.0 | % | 0.0 | % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Collateral Assets |
$ | 7,850 | $ | 13,353 | 0.0 | % | 0.0 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
*Revised to correct amounts reported in the 2022 annual statement.
| December 31, 2022 | ||||||||
|
|
|
|||||||
| Amount | % of Liability to Total Liabilities |
|||||||
| ($ in thousands) | ||||||||
| Recognized Obligation to Return Collateral Asset (General Account) | $ | 172,710 | 0.7 % | |||||
| Recognized Obligation to Return Collateral Asset (Separate Account) | $ | — | 0.0 % | |||||
B-32
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||
| Gross (Admitted & Nonadmitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Restricted Asset Category |
Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total Nonadmitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Nonadmitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets |
|||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||
| Subject to contractual obligation for which liability is not shown | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | 0.0 % | 0.0 % | ||||||||||||||||||||
| Collateral held under security lending agreements | 4 | — | 18,135 | — | 18,139 | — | 18,139 | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Subject to repurchase agreements | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Subject to reverse repurchase agreements | 185,000 | — | — | — | 185,000 | — | 185,000 | 0.2 % | 0.2 % | |||||||||||||||||||||||||||
| Subject to dollar repurchase agreements | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Subject to dollar reverse repurchase agreements | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Placed under option contracts | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Letter stock or securities restricted as to sale | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| FHLB capital stock | 5,841 | — | — | — | 5,841 | — | 5,841 | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| On deposit with state | 7,978 | — | — | — | 7,978 | — | 7,978 | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| On deposit with other regulatory body | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Pledged as collateral to FHLB (including assets backing funding agreements) | — | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
| Pledged as collateral not captured in other categories | 876,636 | — | 98,405 | — | 975,041 | — | 975,041 | 1.0 % | 1.0 % | |||||||||||||||||||||||||||
| Other restricted assets |
— | — | — | — | — | — | — | 0.0 % | 0.0 % | |||||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||
| Total restricted assets | $ | 1,075,459 | $ | — | $ | 116,540 | $ | — | $ | 1,191,999 | $ | — | $ | 1,191,999 | 1.2 % | 1.2 % | ||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||||||||||||
B-33
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
The following table sets forth the detail of assets pledged as collateral not captured in other categories as of the date indicated.
| December 31, 2021 | ||||||||||||||||||||||||||||||||||||
| Gross (Admitted & Nonadmitted) Restricted | Percentage | |||||||||||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Restricted Asset Category |
Total General Account (G/A) |
G/A Supporting S/A Activity |
Total Separate Account (S/A) Restricted Assets |
S/A Assets Supporting G/A Activity |
Total | Total Nonadmitted Restricted |
Total Admitted Restricted |
Gross (Admitted & Nonadmitted) Restricted to Total Assets |
Admitted Restricted to Total Admitted Assets |
|||||||||||||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||||||||||||||||||
| Derivatives Collateral |
$ | 75,314 | $ | — | $ | 98,405 | $ | — | $ | 173,719 | $ | — | $ | 173,719 | 0.2 | % | 0.2 % | |||||||||||||||||||
| Derivatives Trust | 16,818 | — | — | — | 16,818 | — | 16,818 | 0.0 | % | 0.0 % | ||||||||||||||||||||||||||
| Reinsurance Trusts |
784,504 | — | — | — | 784,504 | — | 784,504 | 0.8 | % | 0.8 % | ||||||||||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
| Total |
$ | 876,636 | $ | — | $ | 98,405 | $ | — | $ | 975,041 | $ | — | $ | 975,041 | 1.0 | % | 1.0 % | |||||||||||||||||||
|
|
|
|
|
|||||||||||||||||||||||||||||||||
The following tables set forth the Collateral Received and Reflected as Assets within the Company’s Financial Statements as of the date indicated:
| December 31, 2021 | ||||||||||||||||
| Booked/Adjusted Carrying Value (BACV) |
Fair Value | % of BACV to Total Assets (Admitted and Nonadmitted |
% of BACV to Total Admitted Assets |
|||||||||||||
| General Account : |
||||||||||||||||
| Cash, Cash Equivalents, and Short-Term Investments |
$ | 1,230 | $ | 1,230 | 0.0 % | 0.0 % | ||||||||||
| Bonds |
784,512 | 1,085,892 | 2.7 % | 2.7 % | ||||||||||||
| Mortgage loans |
— | — | 0.0 % | 0.0 % | ||||||||||||
| Common Stock |
— | — | 0.0 % | 0.0 % | ||||||||||||
| Other invested assets |
— | — | 0.0 % | 0.0 % | ||||||||||||
| Other |
— | 30,971 | 0.0 % | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Collateral Assets |
$ | 785,742 | $ | 1,118,093 | 2.7 % | 2.7 % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Separate Account : | ||||||||||||||||
| Cash, Cash Equivalents, and Short-Term Investments |
$ | — | $ | — | 0.0 % | 0.0 % | ||||||||||
| Bonds |
— | 5,057 | 0.0 % | 0.0 % | ||||||||||||
| Mortgage Loans |
— | — | 0.0 % | 0.0 % | ||||||||||||
| Common stocks |
18,135 | 18,135 | 0.0 % | 0.0 % | ||||||||||||
| Other invested assets |
— | — | 0.0 % | 0.0 % | ||||||||||||
| Other |
— | 508 | 0.0 % | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total Collateral Assets |
$ | 18,135 | $ | 23,700 | 0.0 % | 0.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
B-34
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| December 31, 2021 | ||||||||
| Amount | % of Liability to Total Liabilities |
|||||||
| ($ in thousands) | ||||||||
| Recognized Obligation to Return Collateral Asset (General Account) |
$ | 6 | 0.0 % | |||||
| Recognized Obligation to Return Collateral Asset (Separate Account) |
$ | 18,135 | 0.0 % | |||||
Net Investment Income
Interest overdue is accrued up to a maximum of ninety days. If accrued interest is more than ninety days overdue, it is reversed and recognized as income when received.
Income is not accrued on bonds in or near default and is excluded from “Net investment income”. Bond income not accrued was $108 thousand, $30 thousand and $8,953 thousand for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company did not have any interest on mortgage loans over ninety days due for the years ended December 31, 2022, 2021 and 2020.
The following table sets forth “Net investment income” for the years ended December 31:
| 2022 | 2021 | 2020 | ||||||||||
| (in thousands) | ||||||||||||
| Bonds |
$ | 643,446 | $ | 627,651 | $ | 679,002 | ||||||
| Stocks |
60 | 309 | 3,071 | |||||||||
| Mortgage loans |
144,910 | 187,675 | 198,563 | |||||||||
| Cash and short-term investments |
4,998 | 2,466 | 5,919 | |||||||||
| Other investments |
36,871 | 44,653 | 71,570 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total gross investment income |
$ | 830,285 | $ | 862,754 | $ | 958,125 | ||||||
| Less: investment expenses |
32,451 | 191,112 | 157,190 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net investment income before amortization of IMR |
797,834 | 671,642 | 800,935 | |||||||||
| Amortization of IMR |
52,391 | 30,056 | (7,633 | ) | ||||||||
|
|
|
|
|
|
|
|||||||
| Net investment income |
$ | 850,225 | $ | 701,698 | $ | 793,302 | ||||||
|
|
|
|
|
|
|
|||||||
The following table sets forth “Net realized capital gains (losses)”, for the years ended December 31:
| 2022 | 2021 | 2020 | ||||||||||
| (in thousands) | ||||||||||||
| Bonds |
$ | (114,386) | $ | 165,374 | $ | 1,288 | ||||||
| Preferred stocks and common stocks |
(427) | 6,367 | — | |||||||||
| Mortgage loans on real estate |
(24,594) | 82,975 | (1,191) | |||||||||
| Derivative instruments |
37,561 | (18,330) | (45,417) | |||||||||
| Other |
(3,939) | 51,855 | 530 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross realized capital gains (losses) |
$ | (105,785) | $ | 288,241 | $ | (44,790) | ||||||
|
|
|
|
|
|
|
|||||||
| Less: capital gains tax (expense) benefit |
(15,395) | 7,994 | (6,624) | |||||||||
| Less: IMR transfers, net of tax |
(13,538) | 177,268 | 42,528 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net realized gains (losses) |
$ | (76,852) | $ | 102,979 | $ | (80,694) | ||||||
|
|
|
|
|
|
|
|||||||
B-35
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
The following table summarizes activity in the interest maintenance reserve:
| December 31, 2022 | ||||
| (in thousands) | ||||
| Reserve as of December 31, 2021 |
$ | 168,401 | ||
| Transferred into IMR, net of taxes |
(13,537 | ) | ||
| IMR release |
(63,875 | ) | ||
|
|
|
|||
| Balance before amortization |
90,989 | |||
| Amortization released to Statement of Operations |
(52,391 | ) | ||
|
|
|
|||
| Reserve as of December 31, 2022 |
$ | 38,598 | ||
|
|
|
|||
Information about financial instruments with off-balance sheet risk and financial instruments with concentrations of credit risk
The Company makes commitments to fund partnership interests, mortgage loans, and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans is based on the expiration date of the commitment. The amount of unfunded commitments was $113,122 thousand and $21,956 thousand as of December 31, 2022 and 2021, respectively. Related party transactions comprised of $35,000 thousand of the unfunded limited partnership interests at December 31, 2022.
| 4. | SUBSEQUENT EVENTS |
Type 1 – Recognized Subsequent Events:
Subsequent events have been considered through April 14, 2023, the date these audited financial statements were issued.
There were no subsequent events to report.
Type 2 – Non recognized Subsequent Events:
Subsequent events have been considered through April 14, 2023, the date these audited financial statements were issued.
There were no subsequent events to report.
| 5. | REINSURANCE |
The Company entered into assumption reinsurance in conjunction with the acquisition of CIGNA’s retirement business. There are a series of reinsurance agreements, which were utilized to affect the transfer of the retirement business to the Company in 2004. The reinsurance arrangements between the Company and CIGNA included coinsurance-with-assumption, modified-coinsurance-with-assumption, indemnity coinsurance, and modified-coinsurance-without-assumption.
Since 2011, the Company has entered into several reinsurance agreements to assume longevity risk associated with the pension benefits in the United Kingdom. Under these agreements, the Company assumes the longevity risk associated with a share of the block of lives. The specific terms of different transactions could vary; however, the essence of the
B-36
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
transactions is that the ceding insurers cede scheduled monthly premiums including reinsurance fees to the Company. In exchange, the Company pays the reinsured benefits based on the actual mortality experience for the period to the ceding insurers. Effective December 31, 2021, the Company novated, through assumption reinsurance the rights and obligations, assets, liabilities and surplus associated with these agreements prior to the close of the sale. Please see Note 18 for information related to the novation of the Longevity Risk Transfer (“LRT”) excluded business.
The Company and Hannover Life Reassurance Company of America (Bermuda) LTD (“Hannover”) have engaged in a coinsurance with funds withheld transaction on December 31, 2022 in which the Company cedes a portion of its closed in-force block of participating whole life insurance policies and established a funds withheld payable to Hannover. The Company received a ceding commission, will receive expense allowances and is eligible for experience refunds, and will pay risk charges over time. The Company has reserve credit taken of $3,100,020 thousand as of December 31, 2022. The reinsurance agreement has an automatic experience refund termination date of January 1, 2035. The Company may recapture the ceded reinsurance policies at any time prior to the experience refund termination date, subject to certain fees payable to Hannover.
Reinsurance ceded arrangements do not discharge the Company as the primary insurer. Ceded balances would represent a liability of the Company in the event the reinsurers were unable to meet their obligations to the Company under the terms of the reinsurance agreements.
The amounts related to reinsurance agreements as of and for the years ended December 31 are as follows:
| Policy and Claim Reserves | Premiums | |||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2020 | ||||||||||||||
| (in thousands) | ||||||||||||||||||
| Assumed from affiliated insurers |
$— | $— | $— | $— | $— | |||||||||||||
| Assumed from unaffiliated insurers |
$141,729 | $ | 604,494 | $— | $ | 843,443 | $ | 700,385 | ||||||||||
| Total reinsurance assumed |
$141,729 | $ | 604,494 | $— | $ | 843,443 | $ | 700,385 | ||||||||||
| Ceded to affiliated insurers |
$— | $— | $— | $— | $— | |||||||||||||
| Ceded to unaffiliated insurers |
$3,100,038 | $38 | $ | 17,323 | $— | $— | ||||||||||||
| Total reinsurance ceded |
$3,100,038 | $38 | $ | 17,323 | $— | $— | ||||||||||||
| 6. | DERIVATIVE INSTRUMENTS |
The Company uses derivatives to manage risks from changes in interest rates or foreign currency values, to alter interest rate or currency exposures arising from mismatches between assets and liabilities (including duration mismatches), to hedge against changes in the value of assets it owns or anticipates acquiring and other anticipated transactions and commitments, and to replicate the investment performance of otherwise permissible investments. Insurance statutes restrict the Company’s use of derivatives primarily to hedging, income generation, and replication activities intended to offset changes in the market value and cash flows of assets held, obligations, and anticipated transactions and prohibit the use of derivatives for speculation.
The Company, at inception, may designate derivatives as either (1) a hedge of the fair value of a recognized asset or liability or unrecognized firm commitment; (2) a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability; (3) a foreign-currency fair value or cash flow hedge; (4) a
B-37
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
hedge of the foreign currency exposure of a net investment in a foreign operation or (5) a derivative that does not qualify for hedge accounting, including replications.
To qualify for hedge accounting treatment, a derivative must be highly effective in mitigating the designated risk of the hedged item. Effectiveness of the hedge is formally assessed at inception and throughout the life of the hedging relationship.
Upon termination of a derivative that qualified for hedge accounting, the gain or loss is usually reflected as an adjustment to the basis of the hedged item and is recognized in income consistent with the hedged item. There were no instances in which the Company discontinued cash flow hedge accounting because the forecasted transaction did not occur. The qualifying cash flow hedges are related to the variability of the payment or receipt of interest or foreign currency amounts on existing financial instruments and certain forecasted transactions. The maximum length of time for which these variable cash flows were hedged was 37 years as of December 31, 2021.
To the extent that the Company chooses not to designate its derivatives for hedge accounting or designated derivatives no longer meet the criteria of an effective hedge, the changes in their fair value are included in “Change in net unrealized capital gains (losses)” without considering changes in fair value of the hedged item. Accruals of interest income, expense and related cash flows on swaps are reported in “Net investment income”. Upon termination of the derivative that does not qualify for hedge accounting, the gain or loss is included in “Net realized capital gains (losses)”. In addition, when realized gains or losses on interest-rate related derivatives that does not qualify for hedge accounting are recognized, they are amortized through the IMR.
The Company is exposed to credit-related losses in the event of nonperformance by counterparties to financial derivative transactions. Generally, the credit exposure of the Company’s over-the-counter (“OTC”) derivative transactions are represented by the contracts with a positive fair value (market value) at the reporting date after taking into consideration the existence of netting agreements. Also, the Company enters into exchange-traded futures and options transactions through regulated exchanges and these transactions are settled on a daily basis, thereby reducing credit risk exposure in the event of nonperformance by counterparties to such financial instruments.
The Company manages credit risk by entering into derivative transactions with major international financial institutions and other creditworthy counterparties, and by obtaining collateral where appropriate. Additionally, limits are set on single party credit exposures which are subject to periodic management review.
The aggregate fair value, inclusive of accrued income and expense, of derivative instruments with credit-risk-related contingent features that were in a net liability position was $1,459 thousand as of December 31, 2022.
The Company had pledged collateral related to these derivatives of $0 thousand as of December 31, 2022 in the normal course of business.
If the credit-risk-related contingent features were triggered on December 31, 2022 the fair value of assets that could be required to settle the derivatives in a net liability position was $1,459 thousand.
At December 31, 2022 and 2021, the Company had pledged $128,044 thousand and $38,538 thousand, respectively, of unrestricted cash collateral to counterparties in the normal course of business, while other counterparties had pledged $172,710 thousand and $222,372 thousand unrestricted cash and US Treasury notes to the Company to satisfy collateral netting arrangements, respectively.
At December 31, 2022 and 2021, the Company had pledged U.S. Treasury notes and securities in the amount of $19,988 thousand and $32,419 thousand, respectively, with a broker as collateral for futures contracts.
B-38
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
Types of Derivative Instruments and Derivative Strategies
Derivative instruments used by the Company include interest rate swaps, interest rate swaptions, cross-currency swaps, credit default swaps, foreign currency forwards, U.S. government treasury futures contracts, Eurodollar futures contracts, futures on equity indices, equity options, and interest rate swap futures. For those hedge transactions which qualify for hedge accounting, the change in the carrying value or cash flow of the derivative is recorded in a manner consistent with the changes in the carrying value or cash flow of the hedged asset, liability, firm commitment or forecasted transaction. In measuring effectiveness, with respect to certain hedge relationships, the Company’s risk management strategy may define specific risk being hedged and it may exclude specific components of derivatives gains or losses unrelated to the defined risk; such excluded components are recognized in “Change in net unrealized capital gains” over the term of the hedge relationship. The Company does not have any cash flow hedges of forecasted transactions other than those related to the payment of variable cash flows on existing financial instruments.
Interest Rate Contracts
Cash flow hedges
Interest rate swap agreements are used to convert the interest rate on certain debt security investments and debt obligations from a floating rate to a fixed rate.
Not Designated as Hedging Instruments
The Company enters into certain transactions in which derivatives are hedging an economic risk but hedge accounting is either not elected or the transactions are not eligible for hedge accounting. These derivative instruments include: exchange traded interest rate swap futures, OTC interest rate swaptions, OTC interest rate swaps, exchange-traded Eurodollar interest rate futures, and treasury interest rate futures. Certain of the Company’s OTC derivatives are cleared and settled through the Chicago Mercantile Exchange (“CME”) while others are bilateral contracts between the Company and a counterparty.
The derivative instruments mentioned above are economic hedges and used to manage risk. These transactions are used to offset changes in liabilities including those in variable annuity products, hedge the economic effect of a large increase in interest rates, manage the potential variability in future interest payments due to a change in credited interest rates and the related change in cash flows due to increased surrenders, and manage interest rate risks of forecasted acquisitions of bonds and forecasted liability pricing.
Foreign Currency Contracts
Cross-currency swaps and foreign currency forwards are used to manage the foreign currency exchange rate risk associated with investments denominated in other than U.S. dollars. The Company uses cross-currency swaps to convert interest and principal payments on foreign denominated debt instruments into U.S. dollars. Cross-currency swaps may be designated as cash flow hedges; however, some are not eligible for hedge accounting. The Company uses foreign currency forwards to reduce the risk of foreign currency exchange rate changes on proceeds received on sales of foreign denominated debt instruments; however, hedge accounting is not elected.
Equity Contracts
The Company uses futures on equity indices to offset changes in guaranteed lifetime withdrawal benefit liabilities; however, they are not eligible for hedge accounting.
B-39
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
Credit Contracts
Credit default swaps are used by the Company in conjunction with fixed income investments as replication synthetic asset transactions (“RSAT”). RSATs are derivative transactions entered into in conjunction with other investments in order to produce the investment characteristics of otherwise permissible investments. Credit default swaps used in RSATs are carried at amortized cost with premiums received on such transactions recorded to “Net investment income” over the life of the contract and loss payouts, if any, are recorded as “Net realized capital gains/(losses)”. The Company also uses credit default swaps to hedge exposures in its investment portfolios. Such contracts are not designated as replications, and they are used in relationships that do not qualify for hedge accounting.
Credit derivatives, where the Company has written credit protection on a certain index references with notional amounts of $0 million and $225 million, reported at fair value as an asset of $0 million and $6 million as of December 31, 2022 and 2021, respectively. As of December 31, 2021, the Company had $225 million notional in NAIC 3. NAIC designations are based on the lowest rated single name reference included in the index.
The Company’s maximum amount at risk under these credit derivatives equals the aforementioned notional amounts and assumes the value of the underlying securities becomes worthless. The credit protection on the index reference has no notional with maturity. These credit derivatives are accounted for as RSATs.
The following tables summarize derivative financial instruments:
| December 31, 2022 | ||||||||||||
| Notional Amount |
Net Book/Adjusted Carrying Value |
Fair Value |
||||||||||
| (in thousands) | ||||||||||||
| Hedge designation/derivative type: | ||||||||||||
| Derivatives designated as hedges: |
||||||||||||
| Cash flow hedges: |
||||||||||||
| Cross-currency swaps |
$ | 2,613,643 | $ | 132,472 | $ | 166,261 | ||||||
|
|
|
|
|
|
|
|||||||
| Total derivatives designated as hedges | $ | 2,613,643 | $ | 132,472 | $ | 166,261 | ||||||
|
|
|
|
|
|
|
|||||||
| Derivatives not designated as hedges: | ||||||||||||
| Interest rate swaps |
$ | 551,000 | $ | (92,505) | $ | (92,505) | ||||||
| Futures on equity indices |
310,635 | 19,988 | 1,471 | |||||||||
| Foreign currency forwards |
24,807 | (359) | (359) | |||||||||
|
|
|
|
|
|
|
|||||||
| Total derivatives not designated as hedges |
$ | 886,442 | $ | (72,876) | $ | (91,393) | ||||||
|
|
|
|
|
|
|
|||||||
| Total cash flow hedges and derivatives not designated as hedges | $ | 3,500,085 | $ | 59,596 | $ | 74,868 | ||||||
|
|
|
|
|
|
|
|||||||
B-40
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| December 31, 2021 | ||||||||||||
| Notional Amount |
Net Book/Adjusted Carrying Value |
Fair Value |
||||||||||
| (in thousands) | ||||||||||||
| Hedge designation/derivative type: | ||||||||||||
| Derivatives designated as hedges: |
||||||||||||
| Cash flow hedges: |
||||||||||||
| Cross-currency swaps |
$ | 683,192 | $ | 10,738 | $ | 24,812 | ||||||
|
|
|
|
|
|
|
|||||||
| Total derivatives designated as hedges | $ | 683,192 | $ | 10,738 | $ | 24,812 | ||||||
|
|
|
|
|
|
|
|||||||
| Derivatives not designated as hedges: | ||||||||||||
| Interest rate swaps |
$ | 2,714,651 | $ | 8,302 | $ | 8,302 | ||||||
| Credit default swaps |
225,000 | 3,563 | 5,465 | |||||||||
| Total return swaps |
168,017 | (8,062 | ) | (8,062) | ||||||||
| Cross-currency swaps |
2,178,890 | 104,558 | 104,558 | |||||||||
| Futures on equity indices |
69,580 | — | (164) | |||||||||
| Interest rate futures |
355,200 | 1,850 | 259 | |||||||||
| Equity options |
46,325 | 776 | 776 | |||||||||
| Foreign currency forwards |
506,273 | 9,620 | 9,620 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total derivatives not designated as hedges | $ | 6,263,936 | $ | 120,607 | $ | 120,754 | ||||||
|
|
|
|
|
|
|
|||||||
| Total cash flow hedges and derivatives not designated as hedges | $ | 6,947,128 | $ | 131,345 | $ | 145,566 | ||||||
|
|
|
|
|
|
|
|||||||
| 7. | INCOME TAXES |
The application of SSAP No. 101 requires a company to evaluate the recoverability of deferred tax assets and to establish a valuation allowance if necessary to reduce the deferred tax asset to an amount which is more likely than not to be realized. Considerable judgment is required in determining whether a valuation allowance is necessary, and if so, the amount of such valuation allowance. In evaluating the need for a valuation allowance the company considers many factors, including: (1) the nature of the deferred tax assets and liabilities; (2) whether they are ordinary or capital; (3) the timing of their reversal; (4) taxable income in prior carry back years as well as projected taxable earnings, exclusive of reversing temporary differences and carry forwards; (5) the length of time that carryovers can be utilized; (6) unique tax rules that would impact the utilization of the deferred tax assets; and, (7) any tax planning strategies that the Company would employ to avoid a tax benefit from expiring unused. Although the realization is not assured, management believes it is more likely than not that the deferred tax assets, net of valuation allowance, will be realized.
The Company has recorded a valuation allowance of $6,783 thousand as of December 31, 2022, compared to $0 at December 31, 2021 and December 31, 2020. The valuation allowance relates to management’s uncertainty as to The Company’s ability to utilize capital loss carryforwards before expiration. As a result, a valuation allowance against was established against the deferred tax asset for capital loss carryforwards.
B-41
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 7A. | Net DTA and net deferred tax liability (“DTL”) |
| (1) The components of the net DTA/DTL by ordinary and capital are as follows: |
| (in thousands) | ||||||||||||||||||||||||||||||||||||
| 12/31/2022 | 12/31/2021 | Change | ||||||||||||||||||||||||||||||||||
| Ordinary | Capital | Total | Ordinary | Capital | Total | Ordinary | Capital | Total | ||||||||||||||||||||||||||||
| a. Gross DTA |
$ | 312,950 | $ | 11,812 | $ | 324,762 | $ | 110,691 | $5,118 | $ | 115,809 | $202,259 | $6,694 | $ | 208,953 | |||||||||||||||||||||
| b. Statutory Valuation Allowance Adjust |
— | 6,783 | 6,783 | — | — | — | — | 6,783 | 6,783 | |||||||||||||||||||||||||||
| c. Adjusted Gross DTA |
312,950 | 5,029 | 317,979 | 110,691 | 5,118 | 115,809 | 202,259 | (89 | ) | 202,170 | ||||||||||||||||||||||||||
| d. DTA Nonadmitted |
169,051 | 5,029 | 174,080 | — | — | — | 169,051 | 5,029 | 174,080 | |||||||||||||||||||||||||||
| e. Subtotal (Net Admitted DTA) |
143,899 | — | 143,899 | 110,691 | 5,118 | 115,809 | 33,208 | (5,118 | ) | 28,090 | ||||||||||||||||||||||||||
| f. DTL |
143,899 | — | 143,899 | 70,379 | 50,270 | 120,649 | 73,520 | (50,270 | ) | 23,250 | ||||||||||||||||||||||||||
| g. Net Admitted DTA |
$— | $— | $— | $40,312 | ($45,152 | ) | ($4,840 | ) | ($40,312 | ) | $45,152 | $4,840 | ||||||||||||||||||||||||
| December 31, 2022 | ||||||||||||
| (in thousands) | ||||||||||||
| Change in Net DTA | $ | 178,920 | $ | (36,186) | ||||||||
| Less: Change in Net DTA on unrealized (gains)/losses | 45,515 | 26,976 | ||||||||||
| Less: Other Deferred Booked to Surplus | (12,444 | ) | — | |||||||||
|
|
|
|
|
|||||||||
| Change in net deferred income tax |
$ | 145,849 | $ | (63,162) | ||||||||
|
|
|
|
|
|||||||||
| (2) | The components of the admission calculation are as follows: |
| (in thousands) | ||||||||||||||||||||||||||||||||||||
| 12/31/2022 | 12/31/2021 | Change | ||||||||||||||||||||||||||||||||||
| Ordinary | Capital | Total | Ordinary | Capital | Total | Ordinary | Capital | Total | ||||||||||||||||||||||||||||
| Admission Calculation Components - SSAP No. 101: |
||||||||||||||||||||||||||||||||||||
| a. Admitted pursuant to 11.a. (loss carrybacks) |
$— | $— | $— | $— | $— | $— | $— | $— | $— | |||||||||||||||||||||||||||
| b. Admitted pursuant to 11.b. (Realization) |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
| 1. Realization per 11.b.i |
— | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||
B-42
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| (in thousands) | ||||||||||||||||||||||||||||||||||||
| 12/31/2022 | 12/31/2021 | Change | ||||||||||||||||||||||||||||||||||
| Ordinary | Capital | Total | Ordinary | Capital | Total | Ordinary | Capital | Total | ||||||||||||||||||||||||||||
| 2. Limitation per 11.b.ii |
— | — | 221,853 | — | — | 225,012 | — | — | (3,159) | |||||||||||||||||||||||||||
| c. Admitted pursuant to 11.c |
143,899 | — | 143,899 | 110,691 | 5,118 | 115,809 | 33,208 | (5,118) | 28,090 | |||||||||||||||||||||||||||
| d. Total Admitted pursuant to SSAP 101 |
$143,899 | $— | $143,899 | $110,691 | $5,118 | $115,809 | $33,208 | ($5,118) | $28,090 | |||||||||||||||||||||||||||
| (3) | Additional information used in certain components of the admission calculation are as follows: |
| ($ in thousands) | ||||||||
| 12/31/2022 | 12/31/2021 | |||||||
| Total | Total | |||||||
| ExDTA ACL RBC ratio: |
||||||||
| a. Ratio % used to determine recovery period & threshold limit amount | 1,057.335 % | 852.311 % | ||||||
| b. Amount of adjusted capital and surplus used to determine recovery period & threshold limit | $1,628,897 | $ | 1,720,950 | |||||
| ($ in thousands) | ||||||||||||||||||||||||
| 12/31/2022 | 12/31/2021 | Change | ||||||||||||||||||||||
| Ordinary | Capital | Ordinary | Capital | Ordinary | Capital | |||||||||||||||||||
| Impact of Tax-Planning Strategies: |
||||||||||||||||||||||||
| a. Determination of adjusted gross deferred tax assets and net admitted deferred tax assets by tax character as a percentage | ||||||||||||||||||||||||
| 1. Adjusted gross DTAs amount from Note 7A1(c) |
312,950 | 5,029 | 110,691 | 5,118 | 202,259 | (89) | ||||||||||||||||||
| 2. Percentage of adjusted gross DTAs by tax character admitted because of the impact of tax planning strategies attributable to the tax character |
0 % | 0 % | 0 % | 0 % | 0 % | 0 % | ||||||||||||||||||
| 3. Net admitted adjusted gross DTAs amount from Note 7A1(e) |
143,899 | — | 110,691 | 5,118 | 33,208 | (5,118) | ||||||||||||||||||
| 4. Percentage of net admitted adjusted gross DTAs by tax character admitted because of the impact of tax planning strategies attributable to that tax character |
0 % | 0 % | 0 % | 0 % | 0 % | 0 % | ||||||||||||||||||
The availability of tax-planning strategies resulted in no increase of the Company’s adjusted gross DTA. Available tax-planning strategies also had no impact on the Company’s net admitted adjusted gross deferred tax assets.
B-43
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 7B. | The Company has not availed itself of a tax planning strategy involving reinsurance. |
| 7C. | Current income taxes incurred consist of the following major components as of December 31: |
1. Current Income Tax:
| (in thousands) | ||||||||||||||||||||
| 2022 | 2021 | 2020 | Change 2022-2021 |
Change 2021-2020 |
||||||||||||||||
| a. Federal |
$43,356 | $24,124 | ($48,298) | $19,232 | $72,422 | |||||||||||||||
| b. Foreign |
156 | 821 | 690 | (665) | 131 | |||||||||||||||
| c. Subtotal |
43,512 | 24,945 | ($47,608) | 18,567 | 72,553 | |||||||||||||||
| d. Federal income tax on net capital gains |
(15,395) | 7,994 | (6,624) | (23,389) | 14,618 | |||||||||||||||
| e. Capital loss carry-forwards |
— | — | — | — | — | |||||||||||||||
| f. Other |
— | — | — | — | — | |||||||||||||||
| f. Federal and foreign income taxes incurred |
$28,117 | $32,939 | ($54,232) | ($4,822) | $87,171 | |||||||||||||||
2. DTAs Resulting from Book/Tax Differences:
| (in thousands) | ||||||||||||
| As of 12/31/2022 | As of 12/31/2021 | Change | ||||||||||
| a. Ordinary: |
||||||||||||
| Insurance Reserves |
$6,578 | $22,316 | ($15,738) | |||||||||
| Deferred Acquisition Costs |
— | 6,190 | (6,190) | |||||||||
| Invested Assets |
— | 73,530 | (73,530) | |||||||||
| Non-Admitted Assets |
17,557 | 8,515 | 9,042 | |||||||||
| Other Deferred Tax Assets |
— | 140 | (140) | |||||||||
| Intangibles |
288,815 | — | 288,815 | |||||||||
| Subtotal |
312,950 | 110,691 | 202,259 | |||||||||
| b. Statutory valuation allowance adjustment |
— | — | — | |||||||||
| c. Nonadmitted |
169,051 | — | 169,051 | |||||||||
| d. Total admitted ordinary DTA |
143,899 | 110,691 | 33,208 | |||||||||
| e. Capital |
||||||||||||
| Invested Assets |
5,029 | 755 | 4,274 | |||||||||
| Unrealized Capital (Gains)/Losses |
— | 4,363 | (4,363) | |||||||||
| Capital Loss Carryforward |
6,783 | — | 6,783 | |||||||||
| Subtotal |
11,812 | 5,118 | 6,694 | |||||||||
| f. Statutory valuation allowance adjustment |
6,783 | — | 6,783 | |||||||||
| g. Nonadmitted |
5,029 | — | 5,029 | |||||||||
| h. Total admitted capital DTA |
— | 5,118 | (5,118) | |||||||||
| i. Total admitted DTA (Ordinary and Capital) |
$143,899 | $115,809 | $28,090 | |||||||||
B-44
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
3. DTLs Resulting from Book/Tax Differences:
| (in thousands) | ||||||||||||
| As of 12/31/2022 | As of 12/31/2021 | Change | ||||||||||
| a. Ordinary: |
||||||||||||
| Insurance Reserves |
$— | $996 | ($996) | |||||||||
| Invested Assets |
143,899 | 46,330 | 97,569 | |||||||||
| Unrealized Capital (Gains)/Losses |
— | 16,091 | (16,091) | |||||||||
| Intangibles |
— | 6,806 | (6,806) | |||||||||
| Other Deferred Tax Liabilities |
— | 156 | (156) | |||||||||
| Subtotal |
143,899 | 70,379 | 73,520 | |||||||||
| b. Capital: |
||||||||||||
| Invested Assets |
— | 50,270 | (50,270) | |||||||||
| Unrealized Capital (Gains)/ Losses |
— | — | — | |||||||||
| Subtotal |
— | 50,270 | (50,270) | |||||||||
| c. Total DTLs |
143,899 | 120,649 | 23,250 | |||||||||
| 4. Net DTAs/DTLs |
$— | ($4,840) | $4,840 | |||||||||
| 7D. | Analysis of Actual Income Tax Expense |
The Company’s income tax expense differs from the amount obtained by applying the statutory rate of 21% to pretax net income for the following reasons at December 31:
| (in thousands) | ||||||||||||||||||||
| 2022 | 2021 | 2020 | Change 2022-2021 |
Change 2021-2020 |
||||||||||||||||
| Provision computed at statutory rate |
$19,994 | $142,888 | $1,714 | ($122,894) | $141,174 | |||||||||||||||
| Acquisition related adjustments |
(145,177) | — | — | (145,177) | — | |||||||||||||||
| Ceding commission |
56,572 | — | — | 56,572 | — | |||||||||||||||
| Dividends received deduction |
(31,273) | (32,159) | (31,958) | 886 | (201) | |||||||||||||||
| Tax adjustment for IMR |
(11,002) | 15,129 | 3,824 | (26,131) | 11,305 | |||||||||||||||
| Change in statutory valuation allowance adjustment |
6,783 | — | — | 6,783 | — | |||||||||||||||
| Tax credits |
(8,316) | (10,271) | (7,488) | 1,955 | (2,783) | |||||||||||||||
| Reserve basis change |
— | (23,621) | (1,395) | 23,621 | (22,226) | |||||||||||||||
| Prior year true-up |
— | — | (3) | 0 | 3 | |||||||||||||||
| Tax benefit on capital gain/(loss) |
(3,599) | — | — | (3,599) | — | |||||||||||||||
| Tax effect of non-admitted assets |
(1,935) | 1,551 | 504 | (3,486) | 1,047 | |||||||||||||||
| Other |
221 | 2,583 | (11,381) | (2,362) | 13,964 | |||||||||||||||
| Total incurred income tax expense |
(117,732) | 96,100 | (46,183) | (213,832) | 142,283 | |||||||||||||||
B-45
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 7E. | Additional Tax Disclosures |
| 1. | As of December 31, 2022, the Company has $0 of net operating loss carryforward and $32,300 thousand of capital loss carryover available for tax purposes. |
| 2. | The Company has no income taxes available for recoupment. |
| 3. | There are no deposits admitted under Section 6603 of the Internal Revenue Service Code. |
| 7F. | Due to the Prudential acquisition, the Company will no longer file as part of a consolidated federal income tax return. The Company will file a separate federal income tax return beginning on April 1, 2022. |
The Company determines income tax contingencies in accordance with SSAP No. 5R Liabilities, Contingencies and Impairments of Assets (“SSAP No. 5R”) as modified by SSAP 101. The Company did not recognize any SSAP No. 5R contingencies during 2022. The Company does not expect a significant increase in tax contingencies within the 12 month period following the balance sheet date.
The Company recognizes interest and penalties accrued related to tax contingencies in current income tax expense. The Company did not accrue for the payment of tax contingency interest and penalties at December 31, 2022.
| 7G. | The Company files income tax returns in the U.S. federal jurisdiction and various states. The Company does not expect significant increases or decreases to unrecognized tax benefits relating to federal, state, or local audits. |
The Company does not have any foreign operations as of the period ended December 31, 2022 and therefore is not subject to the tax on Global Intangible Low-Taxed Income.
The Inflation Reduction Act was enacted on August 16, 2022, and included a new corporate alternative minimum tax (“CAMT”) that is effective for tax years beginning after December 31, 2022. The CAMT will apply a 15% minimum tax on the adjusted financial statement income (“AFSI”) of applicable corporations, meaning corporations with average AFSI exceeding $1.0 billion over a three-year period. The Company has not determined as of December 31, 2022 whether it will be liable for CAMT in 2023. As such, these financial statements covering the period ended December 31, 2022 do not include an estimated impact of the CAMT because a reasonable estimate cannot be made. The Treasury is expected to issue regulations and other guidance relating to the implementation of the CAMT, however this guidance providing clarifications is still pending as of December 31, 2022.
| 7H. | Repatriation Transition Tax (“RTT”) - The Company is not subject to RTT under the Tax Act of 2017. |
| 7I. | The Company did not have alternative minimum tax (“AMT”) credit carryforward as of December 31, 2022 and 2021. |
| 8. | INFORMATION CONCERNING PARENT, SUBSIDIARIES AND AFFILIATES |
| 8A. | The Company is a wholly-owned subsidiary of EAICA. |
| 8B. | During the year ended December 31, 2022, the Company received no capital contributions.* |
| 8C. | The Company did not have material affiliated party transactions during 2022 beyond what was disclosed in other footnotes. |
*Revised to correct amounts reported in the 2022 annual statement.
B-46
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 8D. | As of December 31, 2022, and December 31, 2021, the Company reported a “Receivable from parents, subsidiaries and affiliates” of $0 thousand and $7,741 thousand respectively and a “Payable to parents, subsidiaries and affiliates” of $22,922 thousand and $29,273 thousand respectively. These balances are included in “Other assets” and “Other liabilities” on the Statutory Statements of Admitted Assets, Liabilities and Capital and Surplus. Intercompany balances are settled in cash, generally within thirty days of the respective reporting date. |
| 8E. | The Company did not have any guarantees or undertakings for the benefit of an affiliate or related party that would result in a material contingent exposure of the reporting entity’s or any related party’s assets or liabilities. |
| 8F. | The Company operates under service, lease and investment advisory agreements whereby services of officers and employees, supplies, use of equipment and office space are provided by Empower Retirement, LLC. The Company’s general and administrative expenses are charged to the Company using allocation methodologies based upon estimated costs incurred or resources expended as determined by number of policies, number of participants, certificates in-force, administered assets or other similar drivers. |
| 8G. | The Company did not have Subsidiary, Controlled and Affiliated Entities (“SCAs”) that required a sub-1 or sub-2 filing as of December 31, 2022. |
| 8H. | Investment in Insurance SCAs |
The Company did not have an investment in an insurance SCA with a permitted practice as of December 31, 2022.
| 8I. | SCA or SSAP 48 Entity Loss Tracking |
The Company did not have losses in insurance SCA’s as of December 31, 2022.
| 9. | DEBT |
Notes payables and other borrowing consisted of the following as of December 31:
The Company did not have any debt outstanding as of December 31, 2022.
There are no scheduled principal repayments as of December 31, 2022. As of December 31, 2022, accrued interest was $0.
There are no scheduled principal repayments as of December 31, 2021. As of December 31, 2021, accrued interest was $0.
Federal Home Loan Bank (“FHLB”) Funding Agreements
| (1) | In December 2009, the Company became a member of the Federal Home Loan Bank of Boston (“FHLBB”). Membership allows the Company access to collateralized advances which will be classified as “borrowed money.” The Company utilizes these funds as a source of contingent liquidity. The Company’s membership in FHLBB requires maintaining ownership of member stock and any borrowings from FHLBB will require purchasing FHLBB activity based in an amount between 3.0% and 4.5% outstanding borrowings depending on the maturity date of the obligation. The Company holds $5,150 thousand of FHLBB membership stock as part of the agreement. |
B-47
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
Under Connecticut state insurance law, without the prior consent of the CT Department, the amount of assets insurers may pledge to secure debt obligations is limited to the lesser of 5% of prior-year statutory admitted assets or 25% of prior-year statutory surplus, resulting in a maximum borrowing capacity for EAIC under the FHLBB facility of approximately $373,185 thousand. As of December 31, 2022, there were no outstanding borrowings.
| (2) | FHLB Capital Stock |
| a. | Aggregate Totals |
| 12/31/2022 | ||||||||||||
| (in thousands) | ||||||||||||
| 1 Total (col 2+3) |
2 General Account |
3 Separate Account |
||||||||||
| Membership Stock - Class A |
$— | $— | $— | |||||||||
| Membership Stock - Class B |
5,150 | 5,150 | — | |||||||||
| Activity Stock |
— | — | — | |||||||||
| Excess Stock |
— | — | — | |||||||||
| Aggregate Total |
$5,150 | $5,150 | $— | |||||||||
| Actual or estimated Borrowing Capacity as Determined by the Insurer |
$373,185 | |||||||||||
| 12/31/2021 | ||||||||||||
| (in thousands) | ||||||||||||
| |
1 Total (col 2+3) |
|
|
2 General Account |
|
|
3 Separate Account |
| ||||
| Membership Stock - Class A |
$— | $— | $— | |||||||||
| Membership Stock - Class B |
5,841 | 5,841 | — | |||||||||
| Activity Stock |
— | — | — | |||||||||
| Excess Stock |
— | — | — | |||||||||
| Aggregate Total |
$5,841 | $5,841 | $— | |||||||||
| Actual or estimated Borrowing Capacity as Determined by the Insurer |
$263,654 | |||||||||||
| b. | Membership Stock (Class A and B) Eligible and Not Eligible for Redemption |
| Eligible for Redemption | ||||||||||||||||||||||||
| 1 | 2 | 3 | 4 | 5 | 6 | |||||||||||||||||||
| Membership Stock | |
Current year total |
|
|
Not eligible for redemption |
|
|
Less than 6 months |
|
|
6 months to less than 1 year |
|
|
1 to less than 3 years |
|
|
3 to 5 years |
| ||||||
| Class A |
$— | $— | $— | $— | $— | $— | ||||||||||||||||||
| Class B |
$5,150 | $— | $5,150 | $— | $— | $— | ||||||||||||||||||
B-48
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| c. | FHLB - Prepayment Obligations as of December 31, 2022 |
| Does the Company have prepayment obligations under the following arrangements (Y/N) | ||
| Debt |
N | |
| Funding Agreements |
N | |
| Other |
N |
| (3) | Collateral Pledged to FHLB |
| a. | The Company had no collateral pledged to FHLBB for the periods ended December 31, 2022 and December 31, 2021. |
| b. | The Company’s maximum amount of collateral pledged to FHLBB was $0 thousand during the periods ended December 31, 2022 and December 31, 2021. |
| (4) | Borrowing from FHLB |
| a. | The Company had no borrowing from the FHLBB for the periods ended December 31, 2022 and December 31, 2021. |
| b. | The Company’s maximum amount of borrowing from the FHLBB was $0 thousand during the periods ended December 31, 2022 and December 31, 2021. |
| 10. | CAPITAL AND SURPLUS, SHAREHOLDERS’ DIVIDENDS RESTRICTIONS AND QUASI-REORGANIZATIONS |
| (1) | The Company has 30,000 shares authorized and 25,000 shares issued and outstanding with a par value of $2,500 thousand at December 31, 2022 and 2021. The Company has no preferred stock outstanding for 2022 and 2021. All outstanding shares of the Company’s common stock are held by EAICA as of December 31, 2022. |
| (2) | Without prior approval of its domiciliary commissioner, dividends to shareholders are limited by the laws of the Company’s state of domicile, Connecticut. The State of Connecticut restricts dividend payments to the greater of 10% of the prior year’s surplus or net gain from operations from the prior year. Net gain from operations is defined as income after taxes but prior to realized capital gains, as reported on the Statement of Operations. Dividends may only be paid out of unassigned surplus, adjusted for a portion of cumulative unrealized capital gains. As of December 31, 2022, the Company’s statutory surplus was $1,522,824 thousand. For the year ended, December 31, 2022, the Company’s net gain from operations was $140,348 thousand. |
In March 2022, the Company paid an ordinary dividend of $150,000 thousand to its previous parent, Prudential Insurance.
In 2021, the Company paid no dividends.
In June 2020, the Company paid an ordinary dividend of $117,000 thousand to its previous parent, Prudential Insurance.
B-49
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
In the fourth quarter of 2014, the Company received a $255,000 thousand capital contribution from its previous parent, Prudential Insurance, in the form of two asset-backed notes. Upon receipt of the asset-backed notes, the Company made a cash payment of $255,000 thousand to its previous parent, Prudential Insurance. The asset-backed notes bear interest at a rate of 0.20% per annum and mature in 2022 and 2027. The asset-backed notes were issued by a designated series of a Delaware master trust, and payment obligations on the notes are secured by corresponding payment obligations of third party financial institutions and a portfolio of specified assets. As of December 31, 2021, no principal payments have been received or are currently due on the asset-backed notes.
In September 2014, the Company received a $245,000 thousand capital contribution from its previous parent, Prudential Insurance, in the form of an asset-backed note. Upon receipt of the asset-backed note, the Company paid a cash dividend of $245,000 thousand to its previous parent, Prudential Insurance. The asset-backed note bears interest at a rate of 0.20% per annum and matures in November 2027. The principal amount of the asset-backed note is payable in cash at any time upon demand by the Company or, if not paid earlier, at maturity. The asset-backed note was issued by a designated series of a Delaware master trust, and its payment obligations are secured by corresponding payment obligations of a third party financial institution and a portfolio of specified assets. As of December 31, 2021, no principal payments have been received or are currently due on the asset-backed note.
In the first quarter of 2022, one of the asset-backed notes issued in the fourth quarter of 2014 matured prior to the Prudential acquisition. The note was replaced with a comparable note with nearly identical terms, albeit following the acquisition, for an equivalent $130,000 thousand which will mature in 2029. In addition, the other two asset-backed notes held by the Company with aggregate value of $370,000 thousand were amended in connection with the acquisition and now mature in 2028 and 2029, respectively.
| (3) | “Unassigned funds” are held for the corporate purposes of the Company. |
The portion of unassigned funds (surplus) represented or reduced by cumulative unrealized gains and losses was ($130,330) thousand and $40,902 thousand as of December 31, 2022 and December 31, 2021, respectively. The portion of unassigned funds (surplus) represented or reduced by non-admitted assets was $223,840 thousand and $40,545 thousand as of December 31, 2022 and December 31, 2021, respectively. The portion of unassigned funds (surplus) represented or reduced by AVR was $106,073 thousand and $225,711 thousand as of December 31, 2022 and December 31, 2021, respectively. The amount of unassigned surplus funds for the Company was $576,826 thousand and $549,242 thousand as of December 31, 2022 and December 31, 2021 respectively.
| 11. | CONTINGENCIES |
| 11A. | Contingent Commitments |
The Company makes commitments to fund partnership interests, mortgage loans, and other investments in the normal course of its business. As the timing of the fulfillment of the commitment to fund partnership interests cannot be predicted, such obligations are presented in the less than one year category. The timing of the funding of mortgage loans is based on the expiration date of the commitment. The amount of unfunded commitments at December 31, 2022 was $113,122 thousand all of which were related to limited partnership interests and due within one year. Related party transactions comprise $35,000 thousand of the unfunded limited partnership interests at December 31, 2022.
B-50
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 11B. | Assessments |
The Company had no contingencies for guaranty assessments to report at December 31, 2022 or December 31, 2021. The Company had $0 and $341 thousand included in Guaranty funds receivable or on deposit at December 31, 2022 and December 31, 2021, respectively, from various states that allow the recovery of the assessment as a credit on their respective tax returns.
| (in thousands) | ||||
| Assets recognized from paid and accrued premium tax offsets as of December 31, 2021: | $341 | |||
| Decreases in 2022: |
||||
| Credits utilized as premium tax offset |
341 | |||
| Increases in 2022: |
||||
| Assessments paid generating future credit offset |
— | |||
|
|
|
|||
| Assets recognized from paid and accrued premium tax offsets as of December 31, 2022: | $0 | |||
|
|
|
| 11C. | Gain Contingencies |
There were no gain contingencies recognized by the Company during 2022 or 2021.
| 11D. | Claims Related Extra Contractual Obligations and Bad Faith Losses Stemming From Lawsuits |
For the year ended December 31, 2022, there were no claims related to extra contractual obligations and bad faith losses stemming from lawsuits.
The Company paid $133 thousand for the year ended December 31, 2021, to settle 0-25 claims related to extra contractual obligations and bad faith losses stemming from lawsuits.
The Company paid $2,175 thousand for the year ended December 31, 2020, to settle 0-25 claims related to extra contractual obligations and bad faith losses stemming from lawsuits.
| 11E. | Joint and Several Liability |
The Company had no Joint and Several Liability arrangements accounted for under SSAP No. 5R as of December 31, 2022.
| 11F. | All Other Contingencies |
| (1) | Uncollectible Asset Balances |
The Company has no balance that is reasonably possible to be uncollectible for assets covered by SSAP No.s 6, 47 or 66.
| (2) | Other Contingencies |
From time to time, the Company may be threatened with, or named as a defendant in, lawsuits, arbitrations, and administrative claims. Any such claims that are decided against the Company could harm the Company’s
B-51
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
business. The Company is also subject to periodic regulatory audits and inspections which could result in fines or other disciplinary actions. Unfavorable outcomes in such matters may result in a material impact on the Company’s financial position, results of operations, or cash flows.
The Company, its parent company, and certain of its affiliates are defendants in legal actions, including class actions, relating to the costs and features of their retirement and fund products and the conduct of their businesses. Management believes the claims are without merit and will be vigorously defending these actions. Based on the information presently known, these actions will not have a material adverse effect on the financial position of the Company.
The Company is involved in other various legal proceedings that arise in the ordinary course of its business. In the opinion of management, after consultation with counsel, the likelihood of loss from the resolution of these proceedings is remote and/or the estimated loss is not expected to have a material effect on the Company’s financial position, results of its operations, or cash flows.
| 12. | LEASES |
| 12A. | Lessee Operating Leases |
The Company has not entered into any leasing arrangements as lessee that could have a material financial effect, either individually or in aggregate.
| 12B. | Lessor Leases |
The Company had no operating leases or investment in leveraged leases during 2022 or 2021.
| 13. | PREMIUM AND ANNUITY CONSIDERATIONS DEFERRED AND UNCOLLECTED |
The Company had no deferred and uncollected life insurance premiums and annuity considerations as of December 31, 2022 and December 31, 2021.
| 14. | LOSS/CLAIM ADJUSTMENT EXPENSES |
The Company had no change in incurred losses and no loss adjustment expenses.
| 15. | GAINS OR LOSS TO THE REPORTING ENTITY FROM UNINSURED A&H PLANS AND THE UNINSURED PORTION OF PARTIALLY INSURED PLANS |
The Company has no accident and health insurance.
| 16. | DIRECT PREMIUM WRITTEN/PRODUCED BY MANAGING GENERAL AGENTS/THIRD PARTY ADMINISTRATORS |
During 2022, 2021 or 2020, there were $0 direct premiums written by Managing General Agents/Third Party Administrators.
B-52
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 17. | FAIR VALUE MEASUREMENTS |
(1) Fair Value Measurements at Reporting Date
The following tables present information about the Company’s financial assets and liabilities carried at fair value and indicates the fair value hierarchy of the valuation techniques utilized by the Company to determine such fair value:
| 12/31/2022 | ||||||||||||||||||||
| ( in thousands) | ||||||||||||||||||||
| Assets: | (Level 1) | (Level 2) | (Level 3) | Net Asset Value (NAV) |
Total | |||||||||||||||
| Other long-term invested assets |
||||||||||||||||||||
| Limited partnerships |
$ | — | $ | — | $ | — | $ | 4,378 | $ | 4,378 | ||||||||||
| Residual tranche |
— | 11,488 | — | — | 11,488 | |||||||||||||||
| Separate account assets (1) |
39,016,941 | 14,860,622 | 50,436 | 1,219,255 | 55,147,254 | |||||||||||||||
| Total assets |
$ | 39,016,941 | $ | 14,872,110 | $ | 50,436 | $ | 1,223,633 | $ | 55,163,120 | ||||||||||
| Liabilities: |
||||||||||||||||||||
| Derivative instruments |
||||||||||||||||||||
| Interest rate swaps |
$ | — | $ | 92,505 | $ | — | $ | — | $ | 92,505 | ||||||||||
| Foreign currency forwards |
— | 359 | — | — | 359 | |||||||||||||||
| Separate account liabilities (1) |
4,201 | 1,198,381 | — | — | 1,202,582 | |||||||||||||||
| Total liabilities |
$ | 4,201 | $ | 1,291,245 | $ | — | $ | — | $ | 1,295,446 | ||||||||||
(1) Includes only separate account investments which are carried at the fair value of the underlying invested assets or liabilities owned by the separate accounts.
| 12/31/2021 | ||||||||||||||||||||
| ( in thousands) | ||||||||||||||||||||
| (1) Description |
(2) (Level 1) |
(3) (Level 2) |
(4) (Level 3) |
(5) Net Asset Value (NAV) |
(6) Total |
|||||||||||||||
| Assets at fair value |
||||||||||||||||||||
| Bonds: |
||||||||||||||||||||
| U.S. Governments |
$ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
| Industrial and Misc |
325,582 | 20 | — | — | 325,602 | |||||||||||||||
| Total Bonds |
$ | 325,582 | $ | 20 | $ | — | $ | — | $ | 325,602 | ||||||||||
| Cash, Cash Equivalents and Short-Term Investments: |
||||||||||||||||||||
| Industrial and Misc |
$ | — | $ | 432,590 | $ | — | $ | — | $ | 432,590 | ||||||||||
| Total Cash, Cash Equivalents and Short-Term Investments |
$ | — | $ | 432,590 | $ | — | $ | — | $ | 432,590 | ||||||||||
| Common Stock: |
||||||||||||||||||||
| Industrial and Misc |
$ | — | $ | 5,841 | $ | — | $ | — | $ | 5,841 | ||||||||||
| Total Common Stocks |
$ | — | $ | 5,841 | $ | — | $ | — | $ | 5,841 | ||||||||||
| Derivative assets: |
||||||||||||||||||||
| Currency swaps |
$ | — | $ | 136,580 | $ | — | $ | — | $ | 136,580 | ||||||||||
| Interest rate swaps |
— | 148,673 | — | — | 148,673 | |||||||||||||||
| Total return swaps |
— | — | — | — | — | |||||||||||||||
| Options |
776 | — | — | — | 776 | |||||||||||||||
B-53
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2021 | ||||||||||||||||||||
| ( in thousands) | ||||||||||||||||||||
| (1) Description |
(2) (Level 1) |
(3) (Level 2) |
(4) (Level 3) |
(5) Net Asset Value (NAV) |
(6) Total |
|||||||||||||||
| Currency forwards |
— | 10,333 | — | — | 10,333 | |||||||||||||||
| Total Derivative assets |
$ | 776 | $ | 295,586 | $ | — | $ | — | $ | 296,362 | ||||||||||
| Separate account assets (a) |
$ | 48,529,517 | $ | 19,694,343 | $ | 550,906 | $ | 1,808,569 | $ | 70,583,335 | ||||||||||
| Total assets at fair value/NAV |
$ | 48,855,875 | $ | 20,428,380 | $ | 550,906 | $ | 1,808,569 | $ | 71,643,730 | ||||||||||
| Liabilities at fair value |
||||||||||||||||||||
| Derivative liabilities: |
||||||||||||||||||||
| Currency swaps |
$ | — | $ | 32,022 | $ | — | $ | — | $ | 32,022 | ||||||||||
| Interest rate swaps |
— | 140,371 | — | — | 140,371 | |||||||||||||||
| Total return swaps |
— | 8,062 | — | — | 8,062 | |||||||||||||||
| Credit default swaps |
— | — | — | — | — | |||||||||||||||
| Currency forwards |
— | 713 | — | — | 713 | |||||||||||||||
| Total Derivative liabilities |
$ | — | $ | 181,168 | $ | — | $ | — | $ | 181,168 | ||||||||||
| Total liabilities at fair value |
$ | — | $ | 181,168 | $ | — | $ | — | $ | 181,168 | ||||||||||
| a. | Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account assets classified as Level 3 consist primarily of real estate and real estate investment funds. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Statements of Admitted Assets, Liabilities and Capital and Surplus. |
(2) Fair Value Measurements in (Level 3) of the Fair Value Hierarchy
The following table presents changes in fair value of Level 3 assets and the portion of gains or losses included in income attributable to unrealized gains or losses related to those assets still held at December 31, 2022 and 2021:
| 12/31/2022 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||
| Balance at 01/01/2022 |
Transfers Level 3 |
Transfers out of |
Total gains/ (losses) in Net Income |
Total gains/ (losses) in Surplus |
Purchases | Issuances | Sales | Settlements | Balance at 12/31/2022 |
|||||||||||||||||||||||||||||||
| a.Assets: | ||||||||||||||||||||||||||||||||||||||||
| Separate accounts assets (a) | $ | 550,906 | $ | 209,385 | $ | (445,339 | ) | $ | (1,483 | ) | $ | (169,118 | ) | $ | 34,097 | $ | 10 | $ | (100,110 | ) | $ | (27,912 | ) | $ | 50,436 | |||||||||||||||
| Total Assets |
$ | 550,906 | $ | 209,385 | $ | (445,339 | ) | $ | (1,483 | ) | $ | (169,118 | ) | $ | 34,097 | $ | 10 | $ | (100,110 | ) | $ | (27,912 | ) | $ | 50,436 | |||||||||||||||
| a. | Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Statement of Admitted Assets, Liabilities, and Capital and Surplus. |
B-54
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2021 | ||||||||||||||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||||||||||||||
| Balance at 01/01/2021 |
Transfers into Level 3 |
Transfers out of Level 3 |
Total gains/ (losses) |
Total (losses) |
Purchases | Issues | Sales | Settlements | Balance at 12/31/2021 |
|||||||||||||||||||||||||||||||
| Bonds: | ||||||||||||||||||||||||||||||||||||||||
| Industrial and Misc |
$ | 367 | $ | — | $ | — | ($ | 160 | ) | $ | 54 | $ | 1,875 | $ | — | ($ | 2,136 | ) | $ | — | $ | — | ||||||||||||||||||
| Common Stock: | ||||||||||||||||||||||||||||||||||||||||
| Industrial and Misc |
— | — | — | — | — | 6,118 | — | (6,118 | ) | — | — | |||||||||||||||||||||||||||||
| Derivatives | 29 | — | — | — | (29 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||
| Separate accounts assets (a) | 977,996 | 43,577 | (105,914 | ) | 37,134 | 78,595 | 396,568 | — | (673,213 | ) | (203,837 | ) | 550,906 | |||||||||||||||||||||||||||
| Total Assets |
$ | 978,392 | $ | 43,577 | $ | (105,914 | ) | $ | 36,974 | $ | 78,620 | $ | 404,561 | $ | — | $ | (681,467 | ) | $ | (203,837 | ) | $ | 550,906 | |||||||||||||||||
| b. Total Liabilities |
$ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||
| a. | Separate account assets represent segregated funds that are invested for certain customers. Investment risks associated with market value changes are borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Separate account liabilities are not included in the above table as they are reported at contract value and not fair value in the Company’s Statement of Admitted Assets, Liabilities, and Capital and Surplus. |
Transfers into or out of Level 3 are generally reported at the value as of the beginning of the quarter in which the transfers occur for any such assets still held at the end of the quarter. As of December 31, 2022, there were no significant transfers into or out of Level 3.
(3) Fair Value Measurements
The following tables summarize the fair value hierarchy for all financial instruments and invested assets:
| 12/31/2022 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||
| Type of Financial Instrument |
Aggregate Fair Value |
Admitted Assets |
Level 1 | Level 2 | Level 3 | Net Asset Value (NAV) |
Not Practicable (Carrying Value) |
|||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||
| Bonds |
$ | 19,909,926 | $ | 21,711,551 | $ | 259,026 | $ | 19,650,900 | $ | — | $ | — | $ | — | ||||||||||||||
| Common stock |
5,150 | 5,150 | — | 5,150 | — | — | — | |||||||||||||||||||||
| Mortgage loans |
4,321,996 | 4,663,515 | — | 4,321,996 | — | — | — | |||||||||||||||||||||
| Cash, cash equivalents, and short-term investments |
566,700 | 566,731 | 539,148 | 27,552 | — | — | — | |||||||||||||||||||||
| Other long-term invested assets |
15,866 | 15,866 | — | 11,488 | — | 4,378 | — | |||||||||||||||||||||
| Collateral under derivative counterparty collateral agreements |
304,584 | 304,584 | 304,584 | — | — | — | — | |||||||||||||||||||||
B-55
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2022 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||
| Type of Financial Instrument |
Aggregate Fair Value |
Admitted Assets |
Level 1 | Level 2 | Level 3 | Net Asset Value (NAV) |
Not Practicable (Carrying Value) |
|||||||||||||||||||||
| Receivable for securities |
23,695 | 23,342 | — | 23,695 | — | — | — | |||||||||||||||||||||
| Derivative instruments |
168,831 | 132,656 | 1,471 | 167,360 | — | — | — | |||||||||||||||||||||
| Separate account assets |
55,644,493 | 55,672,515 | 39,031,615 | 15,240,640 | 50,436 | 1,321,802 | — | |||||||||||||||||||||
| Total Assets |
$ | 80,961,241 | $ | 83,095,910 | $ | 40,135,844 | $ | 39,448,781 | $ | 50,436 | $ | 1,326,180 | $ | — | ||||||||||||||
| Liabilities: |
||||||||||||||||||||||||||||
| Deposit-type contracts |
$ | 16,861,241 | $ | 22,603,272 | $ | — | $ | 16,861,241 | $ | — | $ | — | $ | — | ||||||||||||||
| Collateral under derivative counterparty collateral agreements |
172,710 | 172,710 | 172,710 | — | — | — | — | |||||||||||||||||||||
| Payable for securities |
23,422 | 23,422 | — | 23,422 | — | — | — | |||||||||||||||||||||
| Derivative instruments |
93,964 | 93,049 | — | 93,964 | — | — | — | |||||||||||||||||||||
| Separate account liabilities |
1,202,581 | 1,202,582 | 4,201 | 1,198,380 | — | — | — | |||||||||||||||||||||
| Total Liabilities |
$ | 18,353,918 | $ | 24,095,035 | $ | 176,911 | $ | 18,177,007 | $ | — | $ | — | $ | — | ||||||||||||||
| 12/31/2021 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||
| Type of Financial |
Aggregate Fair Value |
Admitted Assets |
Level 1 | Level 2 | Level 3 | Net Asset Value (NAV) |
Not Practicable (Carrying Value) |
|||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||
| Bonds |
$ | 23,030,607 | $ | 22,501,540 | $ | 325,582 | $ | 21,781,452 | $ | 923,574 | $ | — | $ | — | ||||||||||||||
| Common stock |
5,841 | 5,841 | — | 5,841 | — | — | — | |||||||||||||||||||||
| Mortgage loans |
5,108,153 | 5,067,370 | — | — | 5,108,153 | — | — | |||||||||||||||||||||
| Cash, cash equivalents, and short-term investments |
921,347 | 921,387 | 137,406 | 783,941 | — | — | — | |||||||||||||||||||||
| Derivative instruments |
330,971 | 320,585 | 1,034 | 329,936 | — | — | — | |||||||||||||||||||||
| Separate account assets |
71,188,575 | 71,157,058 | 48,529,640 | 20,284,156 | 566,210 | 1,808,569 | — | |||||||||||||||||||||
| Total Assets |
$ | 100,585,494 | $ | 99,973,781 | $ | 48,993,662 | $ | 43,185,326 | $ | 6,597,937 | $ | 1,808,569 | $ | — | ||||||||||||||
B-56
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2021 | ||||||||||||||||||||||||||||
| (in thousands) | ||||||||||||||||||||||||||||
| Type of Financial Instrument |
Aggregate Fair Value |
Admitted Assets |
Level 1 | Level 2 | Level 3 | Net Asset Value (NAV) |
Not Practicable (Carrying Value) |
|||||||||||||||||||||
| Liabilities: |
||||||||||||||||||||||||||||
| Deposit-type contracts |
$ | 26,657,289 | $ | 25,985,307 | $ | — | $ | — | $ | 26,657,289 | $ | — | $ | — | ||||||||||||||
| Collateral under derivative counterparty collateral agreements |
6 | 6 | — | 6 | — | — | — | |||||||||||||||||||||
| Derivative instruments |
185,406 | 189,241 | 164 | 185,242 | — | — | — | |||||||||||||||||||||
| Separate account liabilities |
71,156,212 | 71,155,907 | — | 68,455,734 | 2,700,478 | — | — | |||||||||||||||||||||
| Total Liabilities |
$ | 97,998,913 | $ | 97,330,461 | $ | 164 | $ | 68,640,982 | $ | 29,357,767 | $ | — | $ | — | ||||||||||||||
Bonds and common stock
The fair values for bonds and common stock are generally based upon evaluated prices from independent pricing services. In cases where these prices are not readily available, fair values are estimated by the Company. To determine estimated fair value for these instruments, the Company generally utilizes discounted cash flow models with market observable pricing inputs such as spreads, average life, and credit quality. Fair value estimates are made at a specific point in time, based on available market information and judgments about financial instruments, including estimates of the timing and amounts of expected future cash flows and the credit standing of the issuer or counterparty.
Mortgage loans
Mortgage loan fair value estimates are generally based on discounted cash flows. A discount rate matrix is used where the discount rate valuing a specific mortgage generally corresponds to that mortgage’s remaining term and credit quality. Prior to December 31, 2022, mortgage loan fair value inputs were considered unobservable and were included in the Level 3 category. However, management believes the discount rate used is comparable to the credit, interest rate, term, servicing costs, and risks of loans similar to the portfolio loans that the Company would make today given its internal pricing strategy. Therefore, the Company has reclassified mortgage loans as Level 2.
Cash, cash equivalents, short-term investments, and receivable and payable for securities
The amortized cost of cash, cash equivalents, short-term investments, and receivable and payable for securities is a reasonable estimate of fair value due to their short-term nature and the high credit quality of the issuers, counterparties and obligor. Cash equivalent investments also include money market funds that are valued using unadjusted quoted prices in active markets.
Other long-term invested assets
The fair values of other long-term invested assets are based on the specific asset type. Other invested assets that are held as bonds, such as surplus notes, are primarily valued the same as bonds.
Limited partnership interests represent the Company’s minority ownership interests in pooled investment funds. These funds employ varying investment strategies that primarily make private equity investments across diverse industries and geographical focuses. The net asset value, determined using the partnership financial statement reported capital account adjusted for other relevant information, which may impact the exit value of the investments, is used as a practical
B-57
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
expedient to estimate fair value. Distributions by these investments are generated from investment gains, from operating income generated by the underlying investments of the funds and from liquidation of the underlying assets of the funds, which are estimated to be liquidated over the next one to 10 years. In the absence of permitted sales of its ownership interest, the Company will be redeemed out of the partnership interests through distributions.
Collateral under derivative counterparty collateral agreements
Included in other assets is cash collateral received from or pledged to counterparties and included in other liabilities is the obligation to return the cash collateral to the counterparties. The carrying value of the collateral is a reasonable estimate of fair value.
Derivative instruments
The estimated fair values of OTC derivatives, primarily consisting of cross-currency swaps, foreign currency forwards, interest rate swaps, interest rate swaptions, U.S. government treasury futures contracts, Eurodollar futures contracts, futures on equity indices, and interest rate swap futures are the estimated amount the Company would receive or pay to terminate the agreements at the end of each reporting period, taking into consideration current interest rates and other relevant factors.
Separate account assets and liabilities
Prior to December 31, 2022, certain securities fair value valuation inputs were considered unobservable and classified as Level 3. With the acquisition by EAICA on April 1, 2022, the Company adopted a fair value estimate, using discounted cash flow models with market observable pricing inputs and are classified as Level 2.
Deposit-type contracts
Prior to December 31, 2022, deposit-type contract fair value valuation inputs were considered unobservable and classified as Level 3. With the acquisition by EAICA on April 1, 2022, the Company adopted a fair value estimate, using discounted liability calculations that utilize observable, current market interest rates and is classified as Level 2.
| 18. | OTHER ITEMS |
Other Disclosures and Unusual Items
As of April 1, 2022, after receiving all regulatory approvals and satisfying all customary closing conditions, EAICA closed on the acquisition of the PFI full service retirement business primarily through a combination of (i) the sale of all of the outstanding equity interests of certain legal entities, including the Company; (ii) the ceding of certain insurance policies through reinsurance; and (iii) the sale, transfer and/or novation of certain in-scope contracts and brokerage accounts.
The Prudential acquisition pertains exclusively to the full-service business written by the Company and therefore excludes any contractual rights and obligations, assets, liabilities and surplus associated with any non-full service business written by the Company (the “Excluded Business”). This population of Excluded Business primarily consisted of the Company’s Institutional Investment Products which includes LRT business products, Guaranteed Cost and Pripar contracts (“PRT” business) and certain separate accounts.
In order to exclude these assets from the sale of the Company, the Company novated, through assumption reinsurance the rights and obligations, assets, liabilities and surplus associated with any Excluded Business prior to the close of the
B-58
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
sale. The LRT Excluded Business was novated effective December 31, 2021 subsequent to all necessary policyholder and regulator approvals. The impact of the novation on the Company was a decrease in assets of $258,622 thousand, a decrease in liabilities of $257,333 thousand and a decrease in surplus of $1,289 thousand. The PRT and separate account components of the Excluded Business novated on February 1, 2022. The impact that the PRT and separate account novation had on the Company upon novation in 2022 was a decrease in assets of $6,834,464 thousand, a decrease in liabilities of $6,769,060 thousand and a decrease in surplus of $65,404 thousand.
| 19. | RESERVES FOR LIFE CONTRACTS AND DEPOSIT-TYPE CONTRACTS |
Life and Annuity Reserves
Reserves for annuities purchased under group contracts are equal to the present value of future payments, using prescribed mortality tables and interest rates. Reserves for other deposit funds reflect the contract deposit account or experience accumulation for the contract.
Reserves for the reinsurance contracts that reinsure a portion of a United Kingdom pension plan have been novated from the Company to PICA as of December 31, 2021. Please see Note 18 for information related to the novation.
The reserve items above have been determined using accepted actuarial methods applied on a basis consistent with the appropriate Standards of Practice as promulgated by the Actuarial Standards Board and with accounting practices prescribed or permitted by the CT Department. These actuarial methods have been applied on a basis consistent with the prior year’s methods.
The Company has no policies that provide for waiver of the deduction of deferred fractional premiums upon death of the insured or for return of a portion of final premium for periods beyond the date of death. The Company does not promise surrender values in excess of the legally computed reserves.
The Company has no policies issued at or subsequently subject to a premium for extra mortality or otherwise issued on lives classed as substandard for the plan of contract issued or on special class lives.
The tabular interest and the tabular less actual reserve released have been determined from the basic data.
The tabular interest on deposit funds not involving life contingencies reflects investment experience of the underlying assets.
The Company has no policies in force for which Tabular Cost is applicable.
The Company’s actuarial reserves are also subject to asset adequacy testing analysis, in accordance with the Actuarial Opinion and Memorandum Regulation (“AOMR”), to assess asset adequacy reserve requirements for the Company based on the Appointed Actuary’s judgment. Asset adequacy reserves were $0 at December 31, 2022, the same as the prior year.
As of December 31, 2022, the Company had no change in reserves due to a change in valuation basis for life and annuity reserves.
B-59
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
As of December 31, 2021, the change in reserves due to a change in valuation basis, for life and annuity reserves, was an increase of $78,000 thousand which was due to the below. As of March 31, 2022, these reserves have been novated from the Company to PICA.
($ in thousands)
| Item | Total | Industrial Life |
Ordinary | Credit Life Group and Individual |
Group | |||||||||||||||||||||||||||
| Life Insurance |
Individual Annuities |
Supplementary Contracts |
Life Insurance |
Annuities | ||||||||||||||||||||||||||||
| 94 GAR Various Rates Immediate and Deferred | $ | 78,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 78,000 | ||||||||||||||||
| Total |
$ | 78,000 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 78,000 | ||||||||||||||||
| 20. | ANALYSIS OF ANNUITY ACTUARIAL RESERVES AND DEPOSIT LIABILITIES BY WITHDRAWAL CHARACTERISTICS |
The following tables are an analysis of annuity actuarial reserves and deposit-type contract funds and other liabilities without life or disability contingencies by withdrawal characteristics as of December 31:
| 2022 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| INDIVIDUAL ANNUITIES: | ||||||||||||||||||||
| Subject to discretionary withdrawal: | ||||||||||||||||||||
| With market value adjustment |
$ | — | $ | — | $ | — | $ | — | 0.0 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
— | — | — | — | 0.0 % | |||||||||||||||
| At fair value |
— | 3,464 | — | 3,464 | 100.0 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value |
— | 3,464 | — | 3,464 | 100.0 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | — | — | — | — | 0.0 % | |||||||||||||||
| Not subject to discretionary withdrawal | — | — | — | — | 0.0 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) | — | 3,464 | — | 3,464 | 100.0 % | |||||||||||||||
| Reinsurance ceded | — | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) | $ | — | $ | 3,464 | $ | — | $ | 3,464 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
B-60
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 2022 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| GROUP ANNUITIES: | ||||||||||||||||||||
| Subject to discretionary withdrawal: | ||||||||||||||||||||
| With market value adjustment |
$ | — | $ | — | $ | — | $ | — | 0.0 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
— | — | — | — | 0.0 % | |||||||||||||||
| At fair value |
— | 3,386,542 | — | 3,386,542 | 93.9 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value | — | 3,386,542 | — | 3,386,542 | 93.9 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | — | — | — | — | 0.0 % | |||||||||||||||
| Not subject to discretionary withdrawal | 218,871 | — | — | 218,871 | 6.1 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) | 218,871 | 3,386,542 | — | 3,605,413 | 100.0% | |||||||||||||||
| Reinsurance ceded | 18,515 | — | — | 18,515 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) | $ | 200,356 | $ | 3,386,542 | $ | — | $ | 3,586,898 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| 2022 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| DEPOSIT-TYPE CONTRACTS (no life contingencies): | ||||||||||||||||||||
| Subject to discretionary withdrawal: |
||||||||||||||||||||
| With market value adjustment |
$ | 20,858,661 | $ | — | $ | 525,636 | $ | 21,384,297 | 28.5 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
16,336 | — | — | 16,336 | 0.0 % | |||||||||||||||
| At fair value |
— | 1,846,999 | 46,018,945 | 47,865,944 | 63.7 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value | 20,874,997 | 1,846,999 | 46,544,581 | 69,266,577 | 92.2 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | 1,459,187 | 1,063,186 | (12 | ) | 2,522,361 | 3.4 % | ||||||||||||||
| Not subject to discretionary withdrawal | 3,350,595 | — | — | 3,350,595 | 4.4 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) |
25,684,779 | 2,910,185 | 46,544,569 | 75,139,533 | 100.0 % | |||||||||||||||
| Reinsurance ceded | 3,081,506 | — | — | 3,081,506 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) |
$ | 22,603,273 | $ | 2,910,185 | $ | 46,544,569 | $ | 72,058,027 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
B-61
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 2022 | ||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | |||||||||||||
| (in thousands) | ||||||||||||||||
| Reconciliation of total annuity actuarial reserves and deposit liabilities: | ||||||||||||||||
| Life and Accident & Health Annual Statement |
$ | 22,803,629 | $ | — | $ | — | $ | 22,803,629 | ||||||||
| Separate Accounts Annual Statement |
— | 6,300,191 | 46,544,569 | 52,844,760 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total annuity actuarial reserves and deposit liabilities | $ | 22,803,629 | $ | 6,300,191 | $ | 46,544,569 | $ | 75,648,389 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The following tables are an analysis of annuity actuarial reserves and deposit-type contract funds and other liabilities without life or disability contingencies by withdrawal characteristics as of December 31:
| 2021 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| INDIVIDUAL ANNUITIES: |
||||||||||||||||||||
| Subject to discretionary withdrawal: |
||||||||||||||||||||
| With market value adjustment |
$ | — | $ | — | $ | — | $ | — | 0.0 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
— | — | — | — | 0.0 % | |||||||||||||||
| At fair value |
— | 5,289 | — | 5,289 | 100.0 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value |
— | 5,289 | — | 5,289 | 100.0 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | — | — | — | — | 0.0 % | |||||||||||||||
| Not subject to discretionary withdrawal |
— | — | — | — | 0.0 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) |
— | 5,289 | — | 5,289 | 100.0 % | |||||||||||||||
| Reinsurance ceded |
— | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) |
$ | — | $ | 5,289 | $ | — | $ | 5,289 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
B-62
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 2021 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| GROUP ANNUITIES: | ||||||||||||||||||||
| Subject to discretionary withdrawal: | ||||||||||||||||||||
| With market value adjustment |
$ | — | $ | — | $ | — | $ | — | 0.0 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
— | — | — | — | 0.0 % | |||||||||||||||
| At fair value |
— | 3,625,156 | — | 3,625,156 | 80.6 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value | — | 3,625,156 | — | 3,625,156 | 80.6 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | — | — | — | — | 0.0 % | |||||||||||||||
| Not subject to discretionary withdrawal | 700,680 | 169,458 | — | 870,138 | 19.4 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) |
700,680 | 3,794,614 | — | 4,495,294 | 100.0 % | |||||||||||||||
| Reinsurance ceded | 8 | — | — | 8 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) |
$ | 700,672 | $ | 3,794,614 | $ | — | $ | 4,495,286 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
| 2021 | ||||||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | % of Total |
||||||||||||||||
| ($ in thousands) | ||||||||||||||||||||
| DEPOSIT-TYPE CONTRACTS (no life contingencies): | ||||||||||||||||||||
| Subject to discretionary withdrawal: | ||||||||||||||||||||
| With market value adjustment |
$ | 24,139,943 | $ | — | $ | 528,430 | $ | 24,668,373 | 26.7 % | |||||||||||
| At book value less current surrender charge of 5% or more (1) |
16,615 | — | — | 16,615 | 0.0 % | |||||||||||||||
| At fair value |
— | 2,144,621 | 62,615,025 | 64,759,646 | 70.0 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total with market value adjustment or at fair value | 24,156,558 | 2,144,621 | 63,143,455 | 89,444,634 | 96.7 % | |||||||||||||||
| At book value without adjustment (minimal or no charge or adjustment) (2) | 1,480,759 | 1,183,292 | — | 2,664,051 | 2.9 % | |||||||||||||||
| Not subject to discretionary withdrawal | 347,990 | 34,174 | — | 382,164 | 0.4 % | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total (Gross: Direct + Assumed) |
25,985,307 | 3,362,087 | 63,143,455 | 92,490,849 | 100.0 % | |||||||||||||||
| Reinsurance ceded | — | — | — | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total (Net) |
$ | 25,985,307 | $ | 3,362,087 | $ | 63,143,455 | $ | 92,490,849 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Amount included in (1) above that will move to (2) for the first time within the year after the statement date | $ | — | $ | — | $ | — | $ | — | ||||||||||||
B-63
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 2021 | ||||||||||||||||
| General Account |
Separate Account with Guarantees |
Separate Account Nonguaranteed |
Total | |||||||||||||
| (in thousands) | ||||||||||||||||
| Reconciliation of total annuity actuarial reserves and deposit liabilities: |
||||||||||||||||
| Life and Accident & Health Annual Statement |
$ | 26,685,978 | $ | — | $ | — | $ | 26,685,978 | ||||||||
| Separate Accounts Annual Statement |
— | 7,161,991 | 63,143,455 | 70,305,446 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total annuity actuarial reserves and deposit liabilities |
$ | 26,685,978 | $ | 7,161,991 | $ | 63,143,455 | $ | 96,991,424 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 21. | SEPARATE ACCOUNTS |
| 21A. |
| (1) | Separate account assets and liabilities are reported at estimated fair value and represent segregated funds, which are invested for certain policyholders, pension funds and other customers. The assets consist primarily of common stocks, long-term bonds, real estate, mortgages and short-term investments. The assets of each account are legally segregated and are not subject to claims that arise out of any other business of the Company. The liabilities include reserves established to meet withdrawal and future benefit payment contractual provisions. Investment risks associated with fair value changes are generally borne by the customers, except to the extent of minimum guarantees made by the Company with respect to certain accounts. Mortality, policy administration and surrender charges on the accounts are included in the “Other income (loss).” |
| (2) | In accordance with the products/transactions recorded within the Separate Accounts, some assets are considered legally insulated whereas others are not legally insulated from the General Account. As of December 31, 2022, the Company’s Separate Account statement included legally insulated assets of $55,672,357 thousand. The assets legally insulated from the General Account as of December 31, 2022 are attributed to the following products/transactions: |
| (in thousands) | ||||||||
| Product/Transaction | Legally Insulated Assets* |
Separate Account Assets (Not Legally Insulated) |
||||||
| Individual Annuity Contracts - Not reclassed to the General Account** | $3,464 | $— | ||||||
| Group Annuity Contracts - Not reclassed to the General Account | 54,596,841 | 146 | ||||||
| Group Annuity Contracts - Reclassed to the General Account for GAAP | 1,072,052 | 12 | ||||||
| Pension Risk Transfer Group Annuity Contracts - Not reclassed to the General Account** | — | — | ||||||
| Total* |
$55,672,357 | $158 | ||||||
*In addition to assets supporting contract holder liabilities, the legally insulated assets above include assets supporting other liabilities. The majority of these other liabilities relate to payable for securities purchased and cash collateral held for loaned securities.
**Revised to correct amounts reported in the 2022 annual statement.
| (3) | Some Separate Account liabilities are guaranteed by the General Account. As of December 31, 2022, the Company’s General Account had a maximum guarantee for Separate Account liabilities of $0. To compensate |
B-64
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| the General Account for the risk taken, the Separate Account, excluding those assessed as a component of an overall insurance charge (where it is impractical to bifurcate each underlying charge), has paid risk charges of $159 thousand, $1,451 thousand and $995 thousand as of December 31, 2022, 2021 and 2020, respectively. |
As of December 31, 2022, 2021 and 2020, the Company’s General Account has paid $0 thousand, $14,410 thousand and $13,989 thousand, respectively, towards Separate Account guarantees.
| (4) | The Company engages in securities lending transactions within the Separate Account. In accordance with such transactions conducted from the Separate Account, the Company’s securities lending policies and procedures are not materially different from the General Account policies and procedures, except that certain collateral is not included in assets and cash collateral held for loaned securities. For the period ended December 31, 2022, and December 31, 2021 the amount of loaned securities within the Separate Accounts was $0 thousand and $17,749 thousand, respectively. |
| 21B. | General Nature and Characteristics of Separate Accounts |
Separate Accounts assets and liabilities represent segregated funds, which are administered for pension and other clients. The assets consist of common stocks, long-term bonds, real estate, mortgages and short-term investments. The liabilities consist of reserves established to meet withdrawal and future benefit payment contractual provisions. Investment risks associated with market value changes are generally borne by the clients, except to the extent of minimum guarantees made by the Company with respect to certain accounts.
The following tables provide the Company’s separate account premiums, considerations or deposits and reserves as of December 31:
| 12/31/2022 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| (1) Premiums, considerations or deposits for period ended 12/31/2022 |
$— | $5,550,883 | $— | $5,293,843 | $10,844,726 | |||||||||||||||
| (2) Reserves as of 12/31/2022 for accounts with assets at: |
||||||||||||||||||||
| a. Market Value |
— | 6,300,191 | — | 46,018,932 | 52,319,123 | |||||||||||||||
| b. Amortized Cost |
— | — | — | 525,636 | 525,636 | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total Reserves |
$— | $6,300,191 | $— | $46,544,568 | $52,844,759 | |||||||||||||||
|
|
|
|||||||||||||||||||
| (3) By withdrawal characteristics |
||||||||||||||||||||
| a. Subject to discretionary withdrawal: |
||||||||||||||||||||
| 1. With MV adjustment |
— | — | — | 525,636 | 525,636 | |||||||||||||||
| 2. At book value without MV adjustment and with current surrender charge of 5% or more |
— | — | — | — | — | |||||||||||||||
B-65
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2022 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| 3. At market value |
— | 5,237,005 | — | 46,018,932 | 51,255,937 | |||||||||||||||
| 4. At book value without MV adjustment and with current surrender charge of less than 5% |
— | 1,063,186 | — | — | 1,063,186 | |||||||||||||||
|
|
|
|||||||||||||||||||
| 5. Subtotal |
$— | $6,300,191 | $— | $46,544,568 | $52,844,759 | |||||||||||||||
| b. Not subject to discretionary withdrawal: |
— | — | — | — | — | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total |
$— | $6,300,191 | $— | $46,544,568 | $52,844,759 | |||||||||||||||
|
|
|
|||||||||||||||||||
| 12/31/2021 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| (1) Premiums, considerations or deposits for period ended 12/31/2021 |
$— | $7,427,550 | ($16,675 | ) | $6,987,125 | $14,398,000 | ||||||||||||||
| (2) Reserves as of 12/31/2021 for accounts with assets at: |
||||||||||||||||||||
| a. Market Value |
— | 6,958,358 | — | 62,615,025 | 69,573,383 | |||||||||||||||
| b. Amortized Cost |
— | — | 203,632 | 528,430 | 732,062 | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total Reserves |
$— | $6,958,358 | $203,632 | $63,143,455 | $70,305,445 | |||||||||||||||
|
|
|
|||||||||||||||||||
| (3) By withdrawal characteristics |
||||||||||||||||||||
| a. Subject to discretionary withdrawal: |
||||||||||||||||||||
| 1. With MV adjustment |
— | — | — | 528,430 | 528,430 | |||||||||||||||
| 2. At book value without MV adjustment and with current surrender charge of 5% or more |
— | — | — | — | — | |||||||||||||||
| 3. At market value |
— | 5,775,067 | — | 62,615,025 | 68,390,092 | |||||||||||||||
B-66
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2021 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| 4. At book value without MV adjustment and with current surrender charge of less than 5% |
— | 1,183,292 | — | — | 1,183,292 | |||||||||||||||
|
|
|
|||||||||||||||||||
| 5. Subtotal |
$— | $6,958,359 | $— | $63,143,455 | $70,101,814 | |||||||||||||||
| b. Not subject to discretionary withdrawal: |
— | — | 203,632 | — | 203,632 | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total |
$— | $6,958,359 | $203,632 | $63,143,455 | $70,305,446 | |||||||||||||||
|
|
|
|||||||||||||||||||
| 12/31/2020 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| (1) Premiums, considerations or deposits for period ended 12/31/2020 |
$— | $6,585,111 | ($13,044 | ) | $5,960,716 | $12,532,783 | ||||||||||||||
| (2) Reserves as of 12/31/2020 for accounts with assets at: |
||||||||||||||||||||
| a. Market Value |
— | 6,598,526 | — | 52,348,504 | 58,947,030 | |||||||||||||||
| b. Amortized Cost |
— | — | 221,665 | 503,353 | 725,018 | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total Reserves |
$— | $6,598,526 | $221,665 | $52,851,857 | $59,672,048 | |||||||||||||||
|
|
|
|||||||||||||||||||
| (3) By withdrawal characteristics |
||||||||||||||||||||
| a. Subject to discretionary withdrawal: |
||||||||||||||||||||
| 1. With MV adjustment |
— | — | — | 503,353 | 503,353 | |||||||||||||||
| 2. At book value without MV adjustment and with current surrender charge of 5% or more |
— | — | — | — | — | |||||||||||||||
| 3. At market value |
— | 5,246,925 | — | 52,348,504 | 57,595,429 | |||||||||||||||
B-67
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 12/31/2020 | ||||||||||||||||||||
| (1) | (2) Nonindexed Guarantee Less than/equal to 4 % |
(3) Nonindexed Guarantee more than 4% |
(4) Nonguaranteed Separate Accounts |
(5) | ||||||||||||||||
| Indexed | Total | |||||||||||||||||||
|
(in thousands) |
||||||||||||||||||||
| 4. At book value without MV adjustment and with current surrender charge of less than 5% |
— | 1,351,601 | — | — | 1,351,601 | |||||||||||||||
|
|
|
|||||||||||||||||||
| 5. Subtotal |
$— | $6,598,526 | $— | $52,851,857 | $59,450,383 | |||||||||||||||
| b. Not subject to discretionary withdrawal: |
— | — | 221,665 | — | 221,665 | |||||||||||||||
|
|
|
|||||||||||||||||||
| c. Total |
$— | $6,598,526 | $221,665 | $52,851,857 | $59,672,048 | |||||||||||||||
|
|
|
|||||||||||||||||||
Transfers as reported in the Summary of Operations of the Separate Accounts Statement:
| 2022 | 2021 | 2020 | ||||||||||
|
|
|
|
||||||||||
| (in thousands) | ||||||||||||
| a. Transfers to Separate Accounts |
$ | 967,971 | $ | 897,055 | $ | 650,164 | ||||||
| b. Transfers from Separate Accounts |
864,971 | 826,043 | 629,103 | |||||||||
|
|
|
|
|
|
|
|||||||
| c. Net transfers to or (from) Separate Accounts (a)–(b) |
$ | 103,000 | $ | 71,012 | $ | 21,061 | ||||||
|
|
|
|
|
|
|
|||||||
Reconciliation Adjustment:
| 2022 | ||||
| For separate account assets subject to the novation disclosed in Note 18, the transfer to the general account is offset by the impact of the novation to Prudential Insurance | $ | 169,472 | ||
|
|
|
|||
| Transfers as reported in the Statutory Statements of Operations and Changes in Capital and Surplus | $ | 272,472 | ||
|
|
|
|||
B-68
EMPOWER ANNUITY INSURANCE COMPANY
NOTES TO STATUTORY FINANCIAL STATEMENTS
December 31, 2022, 2021 AND 2020
| 22. | RECONCILIATION BETWEEN AUDITED STATUTORY FINANCIAL STATEMENTS AND THE ANNUAL STATEMENT FILED WITH THE STATE OF DOMICILIARY |
The following table presents amounts as reported in the Annual Statement filed with the Department and the adjustments made to the audited statutory financial statements as of December 31, 2022:
| Annual Statement |
Adjustment | Audited Statutory Financial Statements |
||||||||||
| (in thousands) | ||||||||||||
| Statements of Admitted Assets, Liabilities and Capital and Surplus: |
||||||||||||
| Liabilities: |
||||||||||||
| Asset valuation reserve |
$ | 149,886 | $ | (43,813) | $ | 106,073 | ||||||
| Total Liabilities |
81,887,094 | (43,813 | ) | 81,843,281 | ||||||||
| Capital and Surplus: |
||||||||||||
| Unassigned surplus |
$ | 533,013 | $ | 43,813 | $ | 576,826 | ||||||
| Total capital and surplus |
1,479,011 | 43,813 | 1,522,824 | |||||||||
| Annual Statement |
Adjustment | Audited Statutory Financial Statements |
||||||||||
| (in thousands) | ||||||||||||
| Statements of Operations and Changes in Capital and Surplus: |
||||||||||||
| Change in asset valuation reserve |
$ | 75,824 | $ | 43,813 | $ | 119,637 | ||||||
| Change in unassigned surplus |
(16,229 | ) | 43,813 | 27,584 | ||||||||
| Capital and Surplus, End of Year |
1,479,011 | 43,813 | 1,522,824 | |||||||||
| Annual Statement |
Adjustment | Audited Statutory Financial Statements |
||||||||||
| (in thousands) | ||||||||||||
| Statement of Cash Flows: |
||||||||||||
| Cash Flow from Operating Activities: |
||||||||||||
| Federal income taxes |
$ | 50,251 | $ | (24,492 | ) | $ | 25,759 | |||||
| Net cash provided by operating activities |
770,481 | (24,492 | ) | 745,989 | ||||||||
| Cash Flow from Investing Activities: |
||||||||||||
| Miscellaneous payments |
$ | (18,264 | ) | $ | 15,189 | $ | (3,075 | ) | ||||
| Net cash (used in)/provided by investing activities |
429,927 | 15,189 | 445,116 | |||||||||
| Cash Flow from Financing Activities: |
||||||||||||
| Other financing activities |
$ | (498,667 | ) | $ | 9,303 | $ | (489,364 | ) | ||||
| Net cash provided by/(used in) financing activities |
(1,555,064 | ) | 9,303 | (1,545,761 | ) | |||||||
B-69
EMPOWER ANNUITY INSURANCE COMPANY
ANNUAL STATEMENT SCHEDULE 1 - SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31, 2022
| (in thousands) | ||||
| Investment Income Earned: | ||||
| U.S. Government Bonds |
$ | 3,128 | ||
| Other bonds (unaffiliated) |
640,318 | |||
| Bonds of affiliates |
— | |||
| Preferred stocks (unaffiliated) |
— | |||
| Preferred stocks affiliated |
— | |||
| Common stocks (unaffiliated) |
60 | |||
| Common stocks of affiliates |
— | |||
| Mortgages loans |
144,910 | |||
| Real estate |
— | |||
| Premium notes, policy loans and liens |
— | |||
| Cash, cash equivalents and short-term investments |
4,998 | |||
| Derivative Instruments |
35,867 | |||
| Other Invested Assets |
72 | |||
| Aggregate write-ins for investment income |
933 | |||
|
|
|
|||
| Gross investment income | $ | 830,286 | ||
|
|
|
|||
| Real Estate Owned - Book Value less Encumbrances | $ | — | ||
|
|
|
|||
| Mortgage Loans - Book Value: | ||||
| Agriculture mortgages |
$ | — | ||
| Residential mortgages |
— | |||
| Commercial mortgages |
4,663,515 | |||
|
|
|
|||
| Total mortgage loans | $ | 4,663,515 | ||
|
|
|
|||
| Mortgage Loans by Standing - Book Value: | ||||
| Good standing |
$ | 4,663,515 | ||
| Good standing with restructured terms |
— | |||
| Interest overdue more than three months, not in foreclosure |
— | |||
| Foreclosure in process |
— | |||
|
|
|
|||
| Total mortgage loans | $ | 4,663,515 | ||
|
|
|
|||
| Other Long Term Assets - Statement Value | $ | 15,866 | ||
|
|
|
|||
| Bonds and Stocks of Parents, Subsidiaries and Affiliates - Book Value: | ||||
| Bonds |
$ | — | ||
|
|
|
|||
| Preferred Stocks |
$ | — | ||
|
|
|
|||
| Common Stocks |
$ | — | ||
|
|
|
B-70
EMPOWER ANNUITY INSURANCE COMPANY
ANNUAL STATEMENT SCHEDULE 1 - SELECTED FINANCIAL DATA
FOR THE YEAR ENDED DECEMBER 31, 2022
| (in thousands) | ||||
| Bonds, Short - Term Investments, and Cash Equivalents by NAIC Designation and Maturity: | ||||
| By Maturity - Statement Value |
||||
| Due within one year or less |
$ | 2,766,757 | ||
| Over 1 year through 5 years |
11,198,601 | |||
| Over 5 years through 10 years |
6,926,543 | |||
| Over 10 years through 20 years |
732,805 | |||
| Over 20 years |
114,427 | |||
|
|
|
|||
| Total by Maturity |
$ | 21,739,133 | ||
|
|
|
|||
| By NAIC Designation - Statement Value | ||||
| NAIC 1 |
$ | 13,372,614 | ||
| NAIC 2 |
7,843,341 | |||
| NAIC 3 |
425,363 | |||
| NAIC 4 |
77,385 | |||
| NAIC 5 |
20,430 | |||
| NAIC 6 |
— | |||
|
|
|
|||
| Total by NAIC Designation | $ | 21,739,133 | ||
|
|
|
|||
| Total Publicly Traded | $ | 12,043,391 | ||
|
|
|
|||
| Total Privately Placed | $ | 9,695,742 | ||
|
|
|
|||
| Preferred Stocks - Statement Value | $ | — | ||
|
|
|
|||
| Common Stocks - Market Value | $ | 5,150 | ||
|
|
|
|||
| Short Term Investments - Book Value | $ | 27,583 | ||
|
|
|
|||
| Options, Caps & Floors Owned - Statement Value | $ | — | ||
|
|
|
|||
| Options, Caps & Floors Written and In Force - Statement Value | $ | — | ||
|
|
|
|||
| Collar, Swap & Forward Agreements Open - Statement Value | $ | 39,608 | ||
|
|
|
|||
| Futures Contracts Open - Current Value | $ | 19,988 | ||
|
|
|
|||
| Cash on Deposit | $ | 188,680 | ||
|
|
|
|||
| Annuities: | ||||
| Ordinary |
||||
| Immediate - Amount of Income Payable |
$ | — | ||
|
|
|
|||
| Deferred - Fully Paid Account Balance |
$ | — | ||
|
|
|
|||
| Deferred - Not Fully Paid Account Balance |
$ | — | ||
|
|
|
|||
| Group |
||||
| Amount of Income Payable |
$ | 25,661 | ||
|
|
|
|||
| Fully Paid Account Balance |
$ | 15,727 | ||
|
|
|
|||
| Not Fully Paid Account Balance |
$ | — | ||
|
|
|
|||
| Deposit Funds and Dividend Accumulations: | ||||
| Deposit Funds - Account Balance |
$ | 22,603,273 | ||
|
|
|
|||
| Dividend Accumulations - Account Balance |
$ | — | ||
|
|
|
B-71
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
| (in thousands) | ||
| Total admitted assets as reported in the Company’s Annual Statement: | $27,693,590 | |
The ten largest exposures, by investment category, to a single issue, borrower, or investment, excluding U.S. government, U.S. government agency securities and those U.S. government money market funds listed in the Appendix to the SVO Purposes and Procedures Manual as exempt, property occupied by the Company, and policy loans:
| Investment Category |
Book Value | Percentage of Total Admitted Assets | ||||
| ($ in thousands) | ||||||
| Money Market Funds - FEDERATED | $ | 331,464 | 1.2% | |||
|
|
|
|||||
| K Notes - ING BANK NV | $ | 245,000 | 0.9% | |||
|
|
|
|||||
| Bonds - FNMA | $ | 235,770 | 0.9% | |||
|
|
|
|||||
| Mortgages - THOMSON LOGISTICS ASSETS LLC | $ | 231,804 | 0.8% | |||
|
|
|
|||||
| Mortgages - RANGER A-TX LP | $ | 219,498 | 0.8% | |||
|
|
|
|||||
| Bonds - NESTLE HOLDINGS INC | $ | 186,399 | 0.7% | |||
|
|
|
|||||
| Mortgages - MG AT BANKERS HILL LP | $ | 183,378 | 0.7% | |||
|
|
|
|||||
| Mortgages - CICF I—CA1M01-M02, LLC | $ | 181,979 | 0.7% | |||
|
|
|
|||||
| Bonds - BANK OF NEW YORK MELLON CORP | $ | 166,354 | 0.6% | |||
|
|
|
|||||
| Mortgages - OMNI RLP HOLDINGS LLC | $ | 163,943 | 0.6% | |||
|
|
|
|||||
Total admitted assets held in bonds and preferred stocks by NAIC rating:
| Bonds |
Book Value | Percentage of Total Admitted Assets |
Preferred Stock | Book Value | Percentage of Total Admitted Assets | |||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||
| NAIC-1 | $ | 13,372,615 | 48.3% | NAIC 1 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
| NAIC-2 | $ | 7,843,341 | 28.3% | NAIC 2 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
| NAIC-3 | $ | 425,363 | 1.5% | NAIC 3 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
| NAIC-4 | $ | 77,385 | 0.3% | NAIC 4 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
| NAIC-5 | $ | 20,430 | 0.1% | NAIC 5 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
| NAIC-6 | $ | — | 0.0% | NAIC 6 | $ | — | 0.0% | |||||||
|
|
|
|
|
|||||||||||
Assets held in foreign investments:
| Total admitted assets held in foreign investments | $ | 5,750,203 | 20.8% | |||
|
|
|
|||||
| Foreign-currency-denominated investments | $ | 2,140,857 | 7.7% | |||
|
|
|
|||||
| Insurance liabilities denominated in that same foreign currency | $ | — | 0.0% | |||
|
|
|
B-72
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
| Book Value | Percentage of Total Admitted Assets | |||||
| ($ in thousands) | ||||||
| Aggregate foreign investment exposure categorized by NAIC sovereign designation: | ||||||
| Countries designated NAIC-1 | $ | 5,343,229 | 19.3% | |||
|
|
|
|||||
| Countries designated NAIC-2 | $ | 342,690 | 1.2% | |||
|
|
|
|||||
| Countries designated NAIC-3 or below | $ | 64,284 | 0.2% | |||
|
|
|
|||||
| Two largest foreign investment exposure to a single country, categorized by NAIC sovereign designation: | ||||||
| Countries designated NAIC-1: | ||||||
| Country: United Kingdom | $ | 1,299,545 | 4.7% | |||
|
|
|
|||||
| Country: Netherlands | $ | 987,517 | 3.6% | |||
|
|
|
|||||
| Countries designated NAIC-2: | ||||||
| Country: Mexico | $ | 129,328 | 0.5% | |||
|
|
|
|||||
| Country: Indonesia | $ | 64,162 | 0.2% | |||
|
|
|
|||||
| Countries designated NAIC-3 or below: | ||||||
| Country: Virgin British Islands | $ | 24,538 | 0.1% | |||
|
|
|
|||||
| Country: Faroe Islands | $ | 18,160 | 0.1% | |||
|
|
|
|||||
| Aggregate unhedged foreign currency exposure: | $ | — | 0.0% | |||
|
|
|
|||||
| Aggregate unhedged foreign currency exposure categorized by | ||||||
| NAIC sovereign rating: | ||||||
| Countries rated NAIC-1 |
$ | — | 0.0% | |||
|
|
|
|||||
| Countries rated NAIC-2 |
$ | — | 0.0% | |||
|
|
|
|||||
| Countries rated NAIC-3 or below |
$ | — | 0.0% | |||
|
|
|
|||||
| Largest unhedged foreign currency exposure by country, | ||||||
| categorized by the Country’s NAIC sovereign designation: | ||||||
| Countries rated NAIC-1: | ||||||
| Country: |
$ | — | 0.0% | |||
|
|
|
|||||
| Country: |
$ | — | 0.0% | |||
|
|
|
|||||
B-73
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
| The ten largest non-sovereign (i.e., non-governmental) foreign issues: | ||||||
| NAIC-1- ING BANK INV | $ | 245,000 | 0.9% | |||
|
|
|
|||||
| NAIC-1- BNP PARIBAS | $ | 133,284 | 0.5% | |||
|
|
|
|||||
| NAIC-1- NATIXIS SA | $ | 125,000 | 0.5% | |||
|
|
|
|||||
| NAIC-1- SUMITOMO MITSUI FINANCIAL GRP | $ | 92,999 | 0.3% | |||
|
|
|
|||||
| NAIC-CM1- CBRE DUTCH OFFICE FUND | $ | 76,189 | 0.3% | |||
|
|
|
|||||
| NAIC-2- SHIRE ACQ INV IRELAND DA | $ | 72,546 | 0.3% | |||
|
|
|
|||||
| NAIC-1- MITSUBISHI UFJ FINANCIAL GROUP | $ | 69,035 | 0.2% | |||
|
|
|
|||||
| NAIC-1- NTT FINANCE CORP | $ | 66,393 | 0.2% | |||
|
|
|
|||||
| NAIC-1- CSL FINANCE PTY LIMITED | $ | 65,275 | 0.2% | |||
|
|
|
|||||
| NAIC-2- CHARTER HALL WHOLESALE MGT LTD | $ | 65,252 | 0.2% | |||
|
|
|
|||||
| The ten largest fund managers: |
|
|||||||||||
| Fund Manager |
Total Invested | Diversified | Nondiversified | |||||||||
| FEDERATED | $ | 331,464 | $ | 331,464 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| DREYFUS GOVERNMENT CASH MGMT |
$ | 19,005 | $ | 19,005 | $ | — | ||||||
|
|
|
|
|
|
|
|||||||
| The ten largest aggregate mortgage interests. The aggregate mortgage interest represents the combined value of all mortgages secured by the same property or same group of properties: | ||||||
| Commercial | $ | 231,804 | 0.8% | |||
|
|
|
|||||
| Commercial | $ | 219,498 | 0.8% | |||
|
|
|
|||||
| Commercial | $ | 183,378 | 0.7% | |||
|
|
|
|||||
| Commercial | $ | 181,979 | 0.7% | |||
|
|
|
|||||
| Commercial | $ | 163,943 | 0.6% | |||
|
|
|
|||||
| Commercial | $ | 140,329 | 0.5% | |||
|
|
|
|||||
| Commercial | $ | 131,148 | 0.5% | |||
|
|
|
|||||
| Commercial | $ | 109,413 | 0.4% | |||
|
|
|
|||||
| Commercial | $ | 101,274 | 0.4% | |||
|
|
|
|||||
| Commercial | $ | 95,094 | 0.3% | |||
|
|
|
|||||
B-74
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
Aggregate mortgage loans having the following loan-to-value ratios as determined from the most current appraisal as of the annual statement date:
| Residential | Commercial | Agricultural | ||||||||||||||||
| Loan-to-Value | Book Value | Percentage | Book Value | Percentage | Book Value | Percentage | ||||||||||||
| ($ in thousands) | ($ in thousands) | ($ in thousands) | ||||||||||||||||
| Above 95% | $ | — | 0.0% | $ | — | 0.0% | $ | — | 0.0% | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| 91% to 95% | $ | — | 0.0% | $ | — | 0.0% | $ | — | 0.0% | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| 81% to 90% | $ | — | 0.0% | $ | 10,378 | 0.0% | $ | — | 0.0% | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| 71% to 80% | $ | — | 0.0% | $ | 1,972 | 0.0% | $ | — | 0.0% | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| Below 70% | $ | — | 0.0% | $ | 4,651,166 | 16.8% | $ | — | 0.0% | |||||||||
|
|
|
|
|
|
|
|||||||||||||
| Book Value | Percentage | |||||
| ($ in thousands) | ||||||
| Construction loans | $ | — | 0.0% | |||
|
|
|
|||||
| Mortgage loans over 90 days past due | $ | — | 0.0% | |||
|
|
|
|||||
| Mortgage loans in the process of foreclosure | $ | — | 0.0% | |||
|
|
|
|||||
| Mortgage loans foreclosed | $ | — | 0.0% | |||
|
|
|
|||||
| Restructured mortgage loans |
$ | — | 0.0% | |||
|
|
|
|||||
The amounts and percentage of the Company’s total admitted assets subject to the following types of agreements:
| At Year-end | (UNAUDITED) At End of Each Quarter |
|||||||||||||||||
| Book Value | Percentage | 1st Quarter Book Value |
2nd Quarter Book Value |
3rd Quarter Book Value |
||||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||||
| Securities lending (do not include assets held as collateral for such transactions) | $ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Repurchase agreements |
$ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Reverse repurchase agreements |
$ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Dollar repurchase agreements |
$ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
| Dollar reverse agreements |
$ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||
B-75
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL INVESTMENT RISKS INTERROGATORIES SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
The amounts and percentages of the Company’s total admitted assets for warrants not attached to the other financial instruments, opinions, caps, and floors:
| Owned |
Written | |||||||||||||
| Book Value | Percentage | Book Value | Percentage | |||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||
| Hedging | $ | — | 0.0% | $ | — | 0.0% | ||||||||
|
|
|
|
|
|||||||||||
| Income Generations | $ | — | 0.0% | $ | — | 0.0% | ||||||||
|
|
|
|
|
|||||||||||
| Other |
$ | — | 0.0% | $ | — | 0.0% | ||||||||
|
|
|
|
|
|||||||||||
The amounts and percentages of the Company’s total admitted assets of the potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for collars, swaps and forwards:
| At Year-end | (UNAUDITED) At End of Each Quarter |
|||||||||||||||||||
| Book Value | Percentage | 1st Quarter Book Value |
2nd Quarter Book Value |
3rd Quarter Book Value |
||||||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||||||
| Hedging | $ | 36,774 | 0.1% | $ | — | $ | 40,897 | $ | 38,488 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income Generation | $ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Replication | $ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other |
$ | — | 0.0 | % | $ | — | $ | — | $ | 50 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
The amounts and percentages of the Company’s total admitted assets of the potential exposure (defined as the amount determined in accordance with the NAIC Annual Statement Instructions) for future contracts:
| At Year-end | (UNAUDITED) At End of Each Quarter |
|||||||||||||||||||
| Book Value | Percentage | 1st Quarter Book Value |
2nd Quarter Book Value |
3rd Quarter Book Value |
||||||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||||||
| Hedging | $ | 15,845 | 0.1% | $ | — | $ | 19,081 | $ | 18,701 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income Generation | $ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Replication | $ | — | 0.0% | $ | — | $ | — | $ | — | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other |
$ | — | 0.0 | % | $ | — | $ | — | $ | — | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
B-76
EMPOWER ANNUITY INSURANCE COMPANY
SUMMARY INVESTMENT SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
| By Investment Category |
Gross Investment Holdings of the Company |
Admitted Assets as Reported by the Company | ||||||||||||||
| Book Value | Percentage | Book Value | Percentage | |||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||
| Long-Term Bonds: |
|
|||||||||||||||
| U.S. governments |
$ | 128,885 | 0.5 % | $ | 128,885 | 0.5 % | ||||||||||
| All other governments |
352,449 | 1.3 % | 352,449 | 1.3 % | ||||||||||||
| U.S. states, territories, and possessions, etc. guaranteed |
31,244 | 0.1 % | 31,244 | 0.1 % | ||||||||||||
| U.S. political subdivisions of states, territories, and possessions, guaranteed |
8,256 | 0.0 % | 8,256 | 0.0 % | ||||||||||||
| U.S. special revenue and special assessment obligations, etc. non-guaranteed |
596,384 | 2.2 % | 596,384 | 2.2 % | ||||||||||||
| Industrial and miscellaneous* |
20,252,839 | 74.7 % | 20,252,839 | 74.7 % | ||||||||||||
| Hybrid securities* |
217 | 0.0 % | 217 | 0.0 % | ||||||||||||
| Parent, subsidiaries, and affiliates |
— | 0.0 % | — | 0.0 % | ||||||||||||
| SVO identified funds |
334,713 | 1.2 % | 334,713 | 1.2 % | ||||||||||||
| Unaffiliated bank loans |
6,564 | 0.0 % | 6,564 | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total long-term bonds |
$ | 21,711,551 | 80.0 % | $ | 21,711,551 | 80.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Preferred stocks: |
|
|||||||||||||||
| Industrial and miscellaneous (unaffiliated) |
$ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
| Parent, subsidiaries and affiliates |
— | 0.0 % | — | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total preferred stocks |
$ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Common stocks: |
|
|||||||||||||||
| Industrial and miscellaneous publicly traded (unaffiliated) |
$ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
| Industrial and miscellaneous other (unaffiliated) |
5,150 | 0.0 % | 5,150 | 0.0 % | ||||||||||||
| Parent, subsidiaries and affiliates publicly traded |
— | 0.0 % | — | 0.0 % | ||||||||||||
*Revised to correct amounts reported in the 2022 annual statement.
B-77
EMPOWER ANNUITY INSURANCE COMPANY
SUMMARY INVESTMENT SCHEDULE
FOR THE YEAR ENDED DECEMBER 31, 2022
| By Investment Category |
Gross Investment Holdings of the Company |
Admitted Assets as Reported by the Company | ||||||||||||||
| Book Value | Percentage | Book Value | Percentage | |||||||||||||
| ($ in thousands) | ($ in thousands) | |||||||||||||||
| Parent, subsidiaries and affiliates Other |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Mutual funds |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Unit investment trusts |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Closed-end funds |
— | 0.0% | — | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total common stocks |
$ | 5,150 | 0.0 % | $ | 5,150 | 0.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Mortgage loans: | ||||||||||||||||
| Agricultural |
$ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
| Residential properties |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Commercial loans |
4,664,125 | 17.2 % | 4,664,125 | 17.2 % | ||||||||||||
| Mezzanine real estate loans |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Total valuation allowance |
(611 | ) | 0.0 % | (611 | ) | 0.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total mortgage loans |
$ | 4,663,514 | 17.2 % | $ | 4,663,514 | 17.2 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Real Estate Investments: | ||||||||||||||||
| Property occupied by company |
$ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
| Property held for production of income |
— | 0.0 % | — | 0.0 % | ||||||||||||
| Property held for sale |
— | 0.0 % | — | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total real estate | $ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Cash, cash equivalents and short-term investments: | ||||||||||||||||
| Cash |
$ | 188,680 | 0.7 % | $ | 188,680 | 0.7 % | ||||||||||
| Cash equivalents |
350,469 | 1.3 % | 350,469 | 1.3 % | ||||||||||||
| Short-term investments |
27,583 | 0.1 % | 27,583 | 0.1 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total cash, cash equivalents and short-term investments |
$ | 566,732 | 2.1 % | $ | 566,732 | 2.1 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Policy Loans | $ | — | 0.0 % | $ | — | 0.0 % | ||||||||||
| Other invested assets | 15,868 | 0.1 % | 15,866 | 0.1 % | ||||||||||||
| Derivatives | 132,656 | 0.5 % | 132,656 | 0.5 % | ||||||||||||
| Receivables for securities | 23,342 | 0.1 % | 23,342 | 0.1 % | ||||||||||||
| Write-in for invested assets | — | 0.0 % | — | 0.0 % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
| Total Invested Assets |
$ | 27,118,813 | 100.0 % | $ | 27,118,811 | 100.0 % | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||
B-78
EMPOWER ANNUITY INSURANCE COMPANY
SUPPLEMENTAL SCHEDULE OF REINSURANCE DISCLOSURES
FOR THE YEAR ENDED DECEMBER 31, 2022
The following information regarding reinsurance contracts is presented to satisfy the disclosure requirements in SSAP No. 61R which apply to reinsurance contracts entered into, renewed or amended on or after January 1, 1996.
| 1. | Has the Company reinsured any risk with any other entity under a reinsurance contract (or multiple contracts with the same reinsurer or its affiliates) that is subject to Appendix A-791, Life and Health Reinsurance Agreements, and includes a provision that limits the reinsurer’s assumption of significant risks identified in Appendix A-791? |
Yes No X
| 2. | Has the Company reinsured any risk with any other entity under a reinsurance contract (or multiple contracts with the same reinsurer or its affiliates) that is not subject to Appendix A-791, for which reinsurance accounting was applied and includes a provision that limits the reinsurer’s assumption of risk? |
Yes No X
| 3. | Does the Company have any reinsurance contracts (other than reinsurance contracts with a federal or state facility) that contain one or more of the following features which result in delays in payment in form or in fact: |
| a. | Provisions that permit the reporting of losses to be made less frequently than quarterly; |
| b. | Provisions that permit settlements to be made less frequently than quarterly; |
| c. | Provisions that permit payments due from the reinsurer to not be made in cash within ninety days of the settlement date (unless there is no activity during the period); or |
| d. | The existence of payment schedules, accumulating retentions from multiple years, or any features inherently designed to delay timing of the reimbursement to the ceding entity. |
Yes No X
| 4. | Has the Company reflected reinsurance accounting credit for any contracts that are not subject to Appendix A-791 and not yearly renewable term reinsurance, which meet the risk transfer requirements of SSAP No. 61R? |
| Assumption reinsurance – new for the reporting period (1) | Yes No X | |||||
| Non-proportional reinsurance, which does not result in significant surplus relief |
Yes No X |
| 5. | Has the Company ceded any risk in a reinsurance agreement that is not subject to Appendix A-791 and not yearly renewable term reinsurance, under any reinsurance contract (or multiple contracts with the same reinsurer or its affiliates) during the period covered by the financial statements, and either: |
| a. | Accounted for that contract as reinsurance under SAP and as a deposit under GAAP |
Yes No N/A X
| b. | Accounted for that contract as reinsurance under GAAP and as a deposit under SAP? |
Yes No N/A X
| (1) | This disclosure relates to ceding companies with assumption reinsurance agreements (paragraph 60 of SSAP 61R) entered into during the current year for which indemnity reinsurance is being applied for policyholders who have not yet agreed to the transfer to the new insurer or for which the regulator has not yet approved the novation to the new insurer. |
B-79
| (a) |
|
| (b) |
N/A |
| (c) |
|
| (d) |
|
| (e) |
|
| (f) |
|
| |
|
| |
|
| (g) |
N/A |
| (h) |
|
| |
|
| |
|
| |
| |
|
| (i) |
N/A |
| (j) |
N/A |
| (k) |
|
| (l) |
|
| |
|
| (m) |
N/A |
| (n) |
N/A |
| (o) |
N/A |
| (p) |
|
| (q) |
N/A |
| Name and Principal Business Address |
Position and Offices with Depositor |
| Andra Bolotin (2) |
Director |
| Richard Linton (2) |
Director & Chairman |
| Jonathan Kreider (1) |
Director & Senior Vice President |
| Mary Maiers (1) |
Director & Vice President |
| Tina Wilson (1) |
Director & Senior Vice President |
| Harry Dalessio (3) |
Director & Senior Vice President |
| Christine Moritz (1) |
President & Chief Executive Officer |
| Kara Roe (1) |
Chief Financial Officer & Controller |
| Jack Brown (1) |
Chief Investment Officer |
| Ken Schindler (1) |
Chief Compliance Officer |
| Kelly Noble (1) |
Chief Legal Officer & General Counsel |
| Zach Meier (1) |
Legal Risk Officer |
| Vanessa Baker (1) |
Treasurer & Vice President |
| Galin Mitchener (1) |
Appointed Actuary |
| Ryan Logsdon (1) |
Secretary |
| Steven Butzine (1) |
AML Officer |
| Douglas Peterson (1) |
Entity CSO |
| Jeffrey Boschen (4) |
Vice President |
| Douglas McIntosh (3) |
Vice President |
| Regina Mattie (1) |
Vice President |
| Jennifer Nyhouse (1) |
Vice President |
| Jonathan Bartholomew (3) |
Vice President |
| Monica Oswald (1) |
Vice President |
| Jacob Cannon (1) |
Head of Commercial Mortgage Lending |
| Tad Anderson (1) |
Head of Corporate Bond Investments |
| The Desmarais Family Residuary Trust | |||||||||||||||||
| |
99.999% - Pansolo Holding Inc. | ||||||||||||||||
| |
|
51.30% - Power Corporation of Canada | |||||||||||||||
| |
|
|
The total voting rights of Power Corporation of Canada (PCC) controlled directly and indirectly by the Desmarais Family Residuary Trust are as follows. There are issued and outstanding as of December 31, 2022, 612,219,731 Subordinate Voting Shares (SVS) of PCC carrying one vote per share and 54,860,866 Participating Preferred Shares (PPS) carrying 10 votes per share; hence the total voting rights are 1,160,828,391. | ||||||||||||||
| |
|
|
| ||||||||||||||
| |
|
|
Pansolo Holding Inc. owns directly and indirectly 48,363,392 SVS and 54,715,456 PPS, entitling Pansolo Holding Inc. to an aggregate percentage of voting rights of 595,517,952 or 51.3011% of the total voting rights attached to the shares of PCC. | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Power Corporation of Canada | |||||||||||||||||||
| |
100.0% - Power Financial Corporation | ||||||||||||||||||
| |
66.561% - Great-West Lifeco Inc. | ||||||||||||||||||
| |
|
100.0% - Great-West Financial (Nova Scotia) Co. | |||||||||||||||||
| |
|
100.0% - Great-West Lifeco U.S. LLC | |||||||||||||||||
| |
|
|
100.0% - Great-West Services Singapore I Private Limited | ||||||||||||||||
| |
|
|
|
100.0% - Great-West Services Singapore II Private Limited | |||||||||||||||
| |
|
|
|
|
99.0% - Great West Global Business Services India Private Limited (1% owned by Great-West Services Singapore I Private Limited) | ||||||||||||||
| |
|
|
|
1.0% - Great West Global Business Services India Private Limited (99% owned by Great-West Services Singapore II Private Limited) | |||||||||||||||
| |
|
|
100.0% - Empower Holdings, Inc. | ||||||||||||||||
| |
|
|
|
100.0% - Empower Annuity Insurance Company of America (Fed ID # 84-0467907 - NAIC # 68322, CO) | |||||||||||||||
| |
|
|
|
|
100.0% - Empower Life & Annuity Insurance Company of New York (Fed ID # 13-2690792 - NAIC # 79359, NY) | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Advisory Group, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Financial Services, Inc. | ||||||||||||||
| |
|
|
|
|
100.0% - Great-West Life & Annuity Insurance Company of South Carolina | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Retirement, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Capital Management, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Trust Company, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Lottery Receivable Company One LLC | ||||||||||||||
| |
|
|
|
|
100.0% - LR Company II, L.L.C. | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Plan Services, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Insurance Agency, LLC | ||||||||||||||
| |
|
|
|
|
100.0% - Global Portfolio Strategies, Inc. | ||||||||||||||
| |
|
|
|
|
100.0% - Prudential Bank & Trust FSB | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Annuity Insurance Company | ||||||||||||||
| |
|
|
|
|
|
100.0 % - Comosa Reit, Corp. | |||||||||||||
| |
|
|
|
|
100.0% - TBG Insurance Services Corporation | ||||||||||||||
| |
|
|
|
|
|
100.0% MC Insurance Agency Services, LLC | |||||||||||||
| |
|
|
|
|
|
50.0% - Mullin TBG Insurance Agency Services, LLC (50.0% owned by MC Insurance Agency Services, LLC) | |||||||||||||
| |
|
|
|
|
100.0% - Empower Personal Capital, LLC | ||||||||||||||
| |
|
|
|
|
|
100.0% - Personal Capital Corporation | |||||||||||||
| |
|
|
|
|
|
|
100.0% - Personal Capital Advisors Corporation | ||||||||||||
| |
|
|
|
|
|
|
100.0% - Personal Capital Services Corporation | ||||||||||||
| |
|
|
|
|
99.99% - CL US Property Feeder II LP (0.01% owned by GWLRA GP LLC) | ||||||||||||||
| |
|
|
|
|
100.0% - Empower Securities Holdings, LLC | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||
| Power Corporation of Canada | ||||||||||||||||||
| |
100.0% - Power Financial Corporation | |||||||||||||||||
| |
66.561% - Great-West Lifeco Inc. | |||||||||||||||||
| |
|
100.0% - Great-West Financial (Nova Scotia) Co. | ||||||||||||||||
| |
|
100.0% - Great-West Lifeco U.S. LLC | ||||||||||||||||
| |
|
|
99.0% - Great-West Lifeco U.S. Holdings, L.P. (1% owned by Great-West Lifeco U.S. Holdings, LLC) | |||||||||||||||
| |
|
|
100.0% - Great-West Lifeco U.S. Holdings, LLC | |||||||||||||||
| |
|
|
|
1% - Great-West Lifeco U.S. Holdings, L.P. (99% owned by Great-West Lifeco U.S. LLC) | ||||||||||||||
| |
|
|
100.0% - Putnam Investments, LLC | |||||||||||||||
| |
|
|
|
100.0% - Putnam Acquisition Financing, Inc. | ||||||||||||||
| |
|
|
|
|
100.0% - Putnam Acquisition Financing LLC | |||||||||||||
| |
|
|
|
|
|
100.0% - Putnam U.S. Holdings I, LLC | ||||||||||||
| |
|
|
|
|
|
|
20.0% - PanAgora Asset Management, Inc. (80% owned by PanAgora Holdings, Inc.) | |||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Investment Management, LLC | |||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Fiduciary Trust Company, LLC | |||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Investor Services, Inc. | |||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Retail Management GP, Inc. | |||||||||||
| |
|
|
|
|
|
|
|
1.0% - Putnam Retail Management Limited Partnership (99% owned by Putnam U.S. Holdings I, LLC) | ||||||||||
| |
|
|
|
|
|
|
99.0% - Putnam Retail Management Limited Partnership (1% owned by Putnam Retail Management GP, Inc.) | |||||||||||
| |
|
|
|
|
|
|
100.0% - PanAgora Holdings, Inc. | |||||||||||
| |
|
|
|
|
|
|
|
80.00% - PanAgora Asset Management, Inc. (20.0% owned by Putnam U.S. Holdings I, LLC) | ||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Investment Holdings, LLC | |||||||||||
| |
|
|
|
|
|
|
|
100.0% - 37 Capital Structured Credit General Partner, LLC | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Savings Investments, LLC | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam Capital, L.L.C. | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - 37 Capital General Partner, LLC | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - 37 Capital Bluescale General Partner, LLC | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - 37 Capital Private Mortgage II General Partner, LLC | ||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Advisory Holdings II, LLC | |||||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam Investments Australia Pty Limited | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam Investments Japan Co., Ltd. | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam International Distributors, Ltd. | ||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Putnam Investments Argentina S.A. | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam Investments Limited | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - The Putnam Advisory Company, LLC | ||||||||||
| |
|
|
|
|
|
|
100.0% - Putnam Advisory Holdings, LLC | |||||||||||
| |
|
|
|
|
|
|
|
100.0% - Putnam Investments Canada ULC | ||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Power Corporation of Canada | ||||||||||||||||||||||
| |
100.0% - Power Financial Corporation | |||||||||||||||||||||
| |
66.561% - Great-West Lifeco Inc. | |||||||||||||||||||||
| |
|
100.0% - Great-West Lifeco LRCN Trust | ||||||||||||||||||||
| |
|
100.0% - Great-West Lifeco U.S. LLC | ||||||||||||||||||||
| |
|
|
100.0% - Great-West Lifeco US Finance 2019 I, LLC | |||||||||||||||||||
| |
|
|
100.0% - Great-West Lifeco US Finance 2019 II, LLC | |||||||||||||||||||
| |
|
|
100.0% - Great-West Lifeco Finance 2019, LLC | |||||||||||||||||||
| |
|
|
100.0% - Great-West Lifeco Finance 2019 II, LLC | |||||||||||||||||||
| |
|
|
100.0% - GW Lifeco U.S. Finance 2020, LLC | |||||||||||||||||||
| |
|
|
100.0% - Empower Finance 2020, LLC | |||||||||||||||||||
| |
|
|
|
1.0% - Great-West Lifeco U.S. Finance 2020 LP (99.0% owned by Great-West Lifeco, Inc.) | ||||||||||||||||||
| |
|
|
|
1.0% - Great-West Lifeco Finance 2018, LP (99.0% owned by Great-West Lifeco, Inc.) | ||||||||||||||||||
| |
|
|
|
1.0% - Empower Finance 2020, LP (99.0% owned by Great-West Lifeco, Inc.) | ||||||||||||||||||
| |
|
|
99.0% - Great-West Lifeco U.S. Finance 2020, LP (1.0% owned by Great-West Lifeco U.S. LLC) | |||||||||||||||||||
| |
|
|
|
100.0% - GW Lifeco US Finance 2020 5 Year, LLC | ||||||||||||||||||
| |
|
|
99.0% - Great-West Lifeco Finance 2018, LP (1.0% owned by Great-West Lifeco U.S. LLC) | |||||||||||||||||||
| |
|
|
|
100.0% - Great-West Lifeco Finance 2018, LLC | ||||||||||||||||||
| |
|
|
|
100.0% - Great-West Lifeco Finance 2018 II, LLC | ||||||||||||||||||
| |
|
|
99.0% - Empower Finance 2020, LP (1.0% owned by Great-West Lifeco U.S. LLC) | |||||||||||||||||||
| |
|
|
|
100.0% - Empower Finance 2020 A, LLC | ||||||||||||||||||
| |
|
|
|
100.0% - Empower Finance 2020 B, LLC | ||||||||||||||||||
| |
|
|
|
100.0% - Empower Finance 2020 C, LLC | ||||||||||||||||||
| |
|
|
99.0% - Great-West Lifeco US Finance 2019, LP (1.0% owned by 2142540 Ontario Inc.) | |||||||||||||||||||
| |
|
|
|
100.0% - Great-West Lifeco US Finance 2019, LLC | ||||||||||||||||||
| |
|
|
100.0% - Empower Finance UK 2021 Limited | |||||||||||||||||||
| |
|
|
|
100.0% - Empower Finance Swiss 2021 GmbH | ||||||||||||||||||
| |
|
|
18.5% - Portag3 Ventures LP | |||||||||||||||||||
| |
|
|
29.3% - Springboard II LP | |||||||||||||||||||
| |
|
|
33.3% - Portag3 Ventures II Affiliates LP | |||||||||||||||||||
| |
|
|
|
33.3% - Portag3 Ventures II LP | ||||||||||||||||||
| |
|
|
|
33.3% - Portag3 Ventures II International Investments Inc. | ||||||||||||||||||
| |
|
|
100.0% - 2142540 Ontario Inc. | |||||||||||||||||||
| |
|
|
100.0% - 2023308 Ontario Inc. | |||||||||||||||||||
| |
|
|
40.0% - Great-West Life & Annuity Insurance Capital (Nova Scotia) Co. | |||||||||||||||||||
| |
|
|
99.0% - Great-West Lifeco Finance (Delaware) LP (1.0% owned by 2142540 Ontario Inc.) | |||||||||||||||||||
| |
|
|
|
40.0% - Great-West Lifeco Finance (Delaware) LLC (60.0% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
100.0% Great-West Lifeco Finance 2017, LLC | ||||||||||||||||||
| |
|
|
100.0% - 2142540 Ontario Inc. | |||||||||||||||||||
| |
|
|
|
1.0% - Great-West Lifeco Finance (Delaware) LP (99% owned by Great-West Lifeco Inc.) | ||||||||||||||||||
| |
|
|
|
1.0% - Great-West Life US Finance 2019 LP (99% owned by Great-West Lifeco Inc.) | ||||||||||||||||||
| |
|
|
100.0% - 6109756 Canada Inc. | |||||||||||||||||||
| |
|
|
100.0% - 6922023 Canada Inc. | |||||||||||||||||||
| |
|
|
100.0% - 8563993 Canada Inc. | |||||||||||||||||||
| |
|
|
20.0% - 11249185 Canada Inc. | |||||||||||||||||||
| |
|
|
20.0% - Armstrong LP (1.0% owned by 11249185 Canada Inc.) | |||||||||||||||||||
| |
|
|
|
100% - Northleaf Capital Group Ltd. | ||||||||||||||||||
| |
|
|
|
|
100% - Northleaf Capital Partners Ltd. | |||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf PPP GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Secondary Partners III GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Mid-Market Infrastructure Partners GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf SH288 GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Geothermal Holdings (Canada) GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NSPC-L Holdings II GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - Northleaf Private Equity VIII GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Small Cell GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP Terminals GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NICP III GP LLC | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Music Copyright Ventures GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP NWP US GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
40% - Northleaf NICP III GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP US Terminals GP LLC | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP Canadian Breaks GP LLC | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Vault Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NSPC-L GPC Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP CSV Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Capital Advisors Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf/PRD Holdco GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf/PRD GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Trustees Limited | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NVCF Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf PE GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf 2013-2014 Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf PE GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NCP 2015 Canadian Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Capital Partners (Canada) Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf Capital Partners (Australia) Pty Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf Capital Partners (UK) Limited | |||||||||||||||
| |
|
|
|
|
|
|
49% - Northleaf NICP GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
49% - Northleaf NICP II GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf Class C Holdings GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf Capital Partners (USA) Inc. | |||||||||||||||
| |
|
|
|
|
|
100% - Annex Fund GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Capital Partners GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
49% - Northleaf NICP Holdings GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
100% - SW Holdings GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf South Dundas GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NICP III Canadian Class C Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Millenium Holdings (US) GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Millennium Holdings (Canada) GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf 1608 II Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NVCF II Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf 2017-2018 PE Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf 1855 Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - Northleaf Star Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Star GPC Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - Northleaf Private Credit GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NPC GPC Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NPC I Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Lal Lal Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
100% - Northleaf Lal Lal Holdings (Australia) Pty Ltd. | |||||||||||||||
| |
|
|
|
|
|
100% - NPC II GPC Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NSPC GPC Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - NSPC GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - NSPC-L GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - NSPC-L Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - NPC I Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - Northleaf Private Credit II GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
49% - Northleaf NCO GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NICP III Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf CFOF Class C 2019 Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf 010 II Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - NSPC International GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
100% - NSPC-L International GP Ltd. | |||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NCO Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NPE VIII Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf NSP III Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
63.17% - Northleaf Capital Holdings Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf PE Holdings GP Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - Northleaf Capital Partners GP II Ltd. | ||||||||||||||||
| |
|
|
|
|
|
|
49% - Northleaf NICP II Holdings GP Ltd. | |||||||||||||||
| |
|
|
100.0% - The Canada Life Assurance Company (NAIC #80659, MI) | |||||||||||||||||||
| |
|
|
|
99.9999% - CLUS CDN-LP (0.0001% owned by 4362014 Nova Scotia Company) | ||||||||||||||||||
| |
|
|
|
|
100.0% - Great-West US RE Holdings, Inc. | |||||||||||||||||
| |
|
|
|
|
|
100.0% - CL Burlingame, LLC | ||||||||||||||||
| |
|
|
|
|
|
|
|
10.0% - PGEW Burlingame, LLC | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EW PG – Airport Owner, LLC | |||||||||||||
| |
|
|
|
|
|
100.0% - CL 25 North LLC | ||||||||||||||||
| |
|
|
|
|
|
|
10.0% - 25 North Investors, LLC | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - 25 North Investors SPE1, LLC | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - 25 North Investors SPE3, LLC | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - 25 North Investors SPE4-9, LLC | ||||||||||||||
| |
|
|
|
|
|
100.0% - Great-West US RE Acquisition, LLC | ||||||||||||||||
| |
|
|
|
|
|
100.0% - EW GP Fund I LLC | ||||||||||||||||
| |
|
|
|
|
|
|
100.0% - CL EVOX LLC | |||||||||||||||
| |
|
|
|
|
|
|
|
10.0% - EVOX Holdings LLC | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX Holdings II LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - EVOX NJ Edison 65 LLC | ||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX TRS LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX TN Smyrna 2699 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX TX Sugar Land 12510 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX OR Hillsboro 3550 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX CA Oceanside 4665 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX CA Fremont 43990 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX AZ Chandler 800 LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX AZ Chandler Airpark LLC | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - EVOX CO Centennial LLC | |||||||||||||
| |
|
|
99.99% - CL US Property Feeder I LP (0.01% owned by GWLRA GP LLC) | |||||||||||||||||||
| |
|
|
41.2% - GWL THL Private Equity I Inc. (58.8% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
|
100.0% - GWL THL Private Equity II Inc. | ||||||||||||||||||
| |
|
|
|
|
23.0% - Great-West Investors Holdco Inc. (77% owned by The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
100.0% - Great-West Investors LLC | ||||||||||||||||||
| |
|
|
|
|
100.0% - Great-West Investors LP Inc. | |||||||||||||||||
| |
|
|
|
|
|
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | ||||||||||||||||
| |
|
|
|
|
|
|
100.0% - T.H. Lee Interests | |||||||||||||||
| |
|
|
|
|
|
100.0% - Great-West Investors GP Inc. | ||||||||||||||||
| |
|
|
|
|
|
|
1.0% - Great-West Investors LP (99.0% owned by Great-West Investors LP Inc.) | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - T.H. Lee Interests | ||||||||||||||
| |
|
|
77.0% - CDN US Direct RE Holdings Ltd. (23% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
|
100.0% - Great-West US Direct Residential Holdings Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 425 Trade LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 4471 + 4433 42nd LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 32 Cambridge LLC | |||||||||||||||||
| |
|
|
|
100.0% - Great-West US Direct RE Holdings Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 650 Almanor LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 345 Cessna LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 1925 Grove LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - CL GFP LLC | |||||||||||||||||
| |
|
|
|
|
|
10.0% - GFP CL Holdings LLC | ||||||||||||||||
| |
|
|
|
|
|
|
100.0% - GFP CL Maspeth 55-30, LLC | |||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 1 Bulfinch Place LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - Great-West US Direct RE Acquisition LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 851 SW 34th LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 12100 Rivera LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 3209 Lionshead LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 18701-18901 38th LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 12900 Airport LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 25200 Commercentre LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 351-353 Maple LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 260 Ace-5725 Amelia LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 9485 Hwy 42 LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct Moonachie LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 4785 Fulton LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 7410 + 7419 Roosevelt LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Direct 11077 Rush LLC | |||||||||||||||||
| |
|
|
|
|
96.0% - CL ACP Nassau, LLC | |||||||||||||||||
| |
|
|
|
|
|
100.0% - EW Direct 1Nassau LLC | ||||||||||||||||
| |
|
|
90.0% - CDN US Direct RE Holdings Ltd. (10% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
100.0% - GWL Realty Advisors Inc. | |||||||||||||||||||
| |
|
|
|
100.0% - RAUS GP Holdings Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - GWL U.S. Property Fund LP LLC | ||||||||||||||||||
| |
|
|
|
100.0% - GWLRA GP LLC | ||||||||||||||||||
| |
|
|
|
|
100.0% - GWL Plus GP LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL Plus II GP LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL GP LLC | |||||||||||||||||
| |
|
|
|
|
100.0% - GWL RES GP LLC | |||||||||||||||||
| |
|
|
|
|
0.01% - CL US Property Feeder I LP (99.99% owned by The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
|
0.01% - CL US Property Feeder II LP (99.99% owned by Great-West Life & Annuity Insurance Company) | |||||||||||||||||
| |
|
|
|
100.0% - RA Real Estate Inc. | ||||||||||||||||||
| |
|
|
|
|
0.1% - RMA Real Estate LP (99.9% owned by The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
|
|
100% - RMA Properties Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100% - RMA Properties (Riverside) Ltd. | ||||||||||||||||
| |
|
|
|
100.0% - GWL Realty Advisors Residential Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - 2278372 Ontario Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - 100039744 Ontario Inc. | ||||||||||||||||||
| |
|
|
87.5% - 555 Robson Holding Ltd. (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
80.0% - 1385456 B.C. Ltd. (20% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
100.0% - 200 Graham Ltd. | |||||||||||||||||||
| |
|
|
100.0% - 801611 Ontario Limited | |||||||||||||||||||
| |
|
|
100.0% - 1213763 Ontario Inc. | |||||||||||||||||||
| |
|
|
|
99.99% - Riverside II Limited Partnership (0.01% owned by 2024071 Ontario Limited) | ||||||||||||||||||
| |
|
|
100.0% - Kings Cross Shopping Centre Ltd. | |||||||||||||||||||
| |
|
|
100.0% - 681348 Alberta Ltd. | |||||||||||||||||||
| |
|
|
50.0% - 3352200 Canada Inc. | |||||||||||||||||||
| |
|
|
100.0% - 1420731 Ontario Limited | |||||||||||||||||||
| |
|
|
60.0% - Great-West Lifeco Finance (Delaware) LLC (40.0% owned by Great-West Lifeco Finance (Delaware) LP) | |||||||||||||||||||
| |
|
|
100.0% - 1455250 Ontario Limited | |||||||||||||||||||
| |
|
|
100.0% - CGWLL Inc. | |||||||||||||||||||
| |
|
|
100.0% - Canada Life Securities Ltd. | |||||||||||||||||||
| |
|
|
100.0% - ClaimSecure Inc. | |||||||||||||||||||
| |
|
|
100.0% - 2020917 Alberta Ltd. | |||||||||||||||||||
| |
|
|
77.0% - Great-West Investor Holdco Inc. (23% owned by GWL THL Private Equity I Inc.) | |||||||||||||||||||
| |
|
|
84.0% - 2148902 Alberta Ltd. (16% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
70.0% - 2157113 Alberta Ltd. (30% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
100.0% - The Walmer Road Limited Partnership | |||||||||||||||||||
| |
|
|
100.0% - Laurier House Apartments Limited | |||||||||||||||||||
| |
|
|
100.0% - Marine Promenade Properties Inc. | |||||||||||||||||||
| |
|
|
100.0% - 2024071 Ontario Limited | |||||||||||||||||||
| |
|
|
|
100.0% - 431687 Ontario Limited | ||||||||||||||||||
| |
|
|
|
|
0.01% - Riverside II Limited Partnership (99.99% owned by 1213763 Ontario Inc.) | |||||||||||||||||
| |
|
|
100.0% - High Park Bayview Inc. | |||||||||||||||||||
| |
|
|
|
0.001% - High Park Bayview Limited Partnership | ||||||||||||||||||
| |
|
|
100.0% - High Park Bayview Limited Partnership | |||||||||||||||||||
| |
|
|
5.6% - MAM Holdings Inc. (94.4% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
|
100% - Mountain Asset Management LLC | ||||||||||||||||||
| |
|
|
100.0% - CLUS CDN-GP Co. | |||||||||||||||||||
| |
|
|
|
0.0001% - CLUS CDN-LP (99.9999% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
100.0% - CLUS CDN Mgmt Holdings Ltd. | |||||||||||||||||||
| |
|
|
|
100.0% - CLUS Mgmt Holdings Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - GW Property Services, LLC | |||||||||||||||||
| |
|
|
100.0% - RMA Realty Holdings Corporation Ltd. | |||||||||||||||||||
| |
|
|
|
100.0% - 1995709 Alberta Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - RMA (U.S.) Realty LLC (Delaware) | ||||||||||||||||||
| |
|
|
|
|
100.0% - RMA American Realty Corp. | |||||||||||||||||
| |
|
|
|
|
|
1% - RMA American Realty Limited Partnership (99% owned by RMA (U.S.) Realty LLC (Delaware)) | ||||||||||||||||
| |
|
|
|
|
99.0% - RMA American Realty Limited Partnership (1% owned by RMA American Realty Corp.) | |||||||||||||||||
| |
|
|
|
97.44% - RMA Real Estate LP (2.56% owned by RA Real Estate Inc.) | ||||||||||||||||||
| |
|
|
|
|
100.0% - RMA Properties Ltd. | |||||||||||||||||
| |
|
|
|
|
100.0% - S-8025 Holdings Ltd. | |||||||||||||||||
| |
|
|
|
|
100.0% - RMA Properties (Riverside) Ltd. | |||||||||||||||||
| |
|
|
100.0% - KS Village (Millstream) Inc. | |||||||||||||||||||
| |
|
|
100.0% - Trop Beau Developments Limited | |||||||||||||||||||
| |
|
|
100.0% - RA SPE 599 Holdings Inc. | |||||||||||||||||||
| |
|
|
|
100.0% - RA SPE 599 Inc. | ||||||||||||||||||
| |
|
|
100.0% - Kelowna Central Park Properties Ltd. | |||||||||||||||||||
| |
|
|
100.0% - Kelowna Central Park Phase II Properties Ltd. | |||||||||||||||||||
| |
|
|
87.5% - Vaudreuil Shopping Centres Limited (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
62.0% - 1296 Station Street Properties Ltd. (380% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
100.0% - Saskatoon West Shopping Centres Limited | |||||||||||||||||||
| |
|
|
87.5% - 2331777 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
87.5% - 2344701 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
87.5% - 2356720 Ontario Ltd. (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
87.5% - 0977221 B.C. Ltd. (12.5% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
100.0% - 7419521 Manitoba Ltd. | |||||||||||||||||||
| |
|
|
|
0.02% - 7420928 Manitoba Limited Partnership (96.426% owned by The Canada Life Assurance Company and 3.57% owned by The Canada Life Insurance Company of Canada) | ||||||||||||||||||
| |
|
|
|
|
100.0% - 7419539 Manitoba Ltd. | |||||||||||||||||
| |
|
|
|
100.0% - 1338988 B.C. Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - 1542775 Alberta Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - 0813212 B.C. Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - 1319399 Ontario Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - 13369901 Canada Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - 4298098 Canada Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - 389288 B.C. Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - Quadrus Investment Services Ltd. | ||||||||||||||||||
| |
|
|
|
88.0% - Neighborhood Dental Services Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - Quadrus Distribution Services Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - Toronto College Park Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - 185 Enfield GP Inc. | ||||||||||||||||||
| |
|
|
|
|
0.01% - 185 Enfield LP (99.99% owned by The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
99.99% - 185 Enfield LP (0.001% owned by 185 Enfield GP Inc.) | ||||||||||||||||||
| |
|
|
|
100.0% - 320 McRae GP Inc. | ||||||||||||||||||
| |
|
|
|
|
0.001% - 320 McRae LP (99.99% owned by The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
|
99.99% - 320 McRae LP (0.001% owned by 320 McRae GP Inc.) | |||||||||||||||||
| |
|
|
|
|
100.0% - 11658735 Canada Inc. | |||||||||||||||||
| |
|
|
|
100.0% - Financial Horizons Group Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - Financial Horizons Incorporated | |||||||||||||||||
| |
|
|
|
|
|
|
100.0% - Continuum Financial Centres Inc. | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - Odyssey Financial Group Inc./Groupe Odyssee Inc. | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - TORCE Investment Management Inc. | |||||||||||||||
| |
|
|
|
100.0% - Canada Life Capital Corporation, Inc. | ||||||||||||||||||
| |
|
|
|
|
100% - GLC Reinsurance Corporation | |||||||||||||||||
| |
|
|
|
|
100.0% - Canada Life International Holdings Limited | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life Annuity Reinsurance (Barbados) Corporation | ||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life International Services Limited | ||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life International Limited | ||||||||||||||||
| |
|
|
|
|
|
|
100.0% - CLI Institutional Limited | |||||||||||||||
| |
|
|
|
|
|
100.0% - The Canada Life Group (U.K.) Limited | ||||||||||||||||
| |
|
|
|
|
|
|
80.0% - Canada Life International Assurance (Ireland) Designated Activity Company (20.0% owned by CL Abbey Limited) | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Irish Holding Company Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
24.625% - Bob TopCo GMbH (9.85% owned by JDC Group AG) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Box MidCo 1 GMbh | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Box Midco 2 GMbh | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Box Midco 3 GMbh | |||||||||||||
| |
|
|
|
|
|
|
|
26.9% - JDC Group AG | ||||||||||||||
| |
|
|
|
|
|
|
|
|
9.85% - Bob TopCo GMbH (24.625% owned by Canada Life Irish Holding Company Limited) | |||||||||||||
| |
|
|
|
|
|
|
|
|
75.1% - BB-Wertpapier-Verwaltungsgesellschaft mbH | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Jung, DMS & Cie.AG | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Jung, DMS & Cie.Pro GmbH | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Morgen & Morgen GmbH | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Jung, DMS & Cie.Pool GmbH | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - JDC Geld,de GmbH | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - JDC plus GmbH | |||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - JDC B-LAB GmbH | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - FINUM.PRIVATE Finance Holding GmbH (Germany) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - FINUM.Finanzhause AG | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - FINUM.Pension Consulting GmbH | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - FINUM.Private Finance AG | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - FVV – GmbH | |||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - FINUM.PRIVATE Finance Holding GmbH (Austria) | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - FINUM.Private Finance AG | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Jung, DMS & Cie. GmbH | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
51.0% - Jupoo finance GmbH | |||||||||||
| |
|
|
|
|
|
|
100.0% - CL Abbey Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
20.0% - Canada Life International Assurance (Ireland) Designated Activity Company (80.0% owned by The Canada Life Group (U.K.) Limited) | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Re Ireland dac | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life Dublin dac | ||||||||||||||
| |
|
|
|
|
|
|
50.0% - AIBJV Holdings Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - AIBJV dac | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Group Services Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life Europe Investment Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Canada Life Europe Management Services Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
21.33% - Canada Life Assurance Europe Limited (78.67% owned by Canada Life Europe Investment Limited) | ||||||||||||
| |
|
|
|
|
|
|
|
|
78.67% - Canada Life Assurance Europe Limited (21.33% owned by Canada Life Europe Management Services Limited) | |||||||||||||
| |
|
|
|
|
|
|
100.0% - Irish Life Investment Managers Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Summit Asset Managers Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - ILIM European Real Estate Fund General Partner SARL | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Setanta Asset Management Limited | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Pension Managers & Trustees Limited | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Asset Management Limited | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life European Real Estate Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Hotel Operations (Walsall) Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Hotel Operations (Cardiff) Limited | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Trustee Services (U.K.) Limited | |||||||||||||||
| |
|
|
|
|
|
|
100.0% - CLFIS (U.K.) Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life UK Staff Pension Trustee Limited | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - MGM Advantage Holdings Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Stonehaven UK Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - MGM Advantage Services Limited | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Platform Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life SIPP Trustee Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life Platform Nominee Limited | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Canada Life Limited | |||||||||||||||
| |
|
|
|
|
|
|
|
14.0% - Harbourside Leisure Management Company Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
28.0% - Springvale Management Company Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
11.0% - St. Paul’s Place Management Company Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
26.0% - ETC Hobley Drive Management Company Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Synergy Sunrise (Wellington Row) Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
76.0% - Radial Park Management Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life (U.K.) Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Canada Life Fund Managers (U.K.) Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Canada Life Group Services (U.K.) Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Canada Life Home Finance Trustee Limited | |||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Canada Life Irish Operations Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Canada Life Ireland Holdings Limited. | |||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Irish Life Group Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Ark Life Dublin dac | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - ILHAWK Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
50.0% - Vigo Health Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - ILGWM Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Clearview Investments & Pensions Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
90.0% - Harvest Trustee Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
90.0% - Harvest Financial Services Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Health dac | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Wellbeing Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Group Services Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Financial Services Ltd. | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
46.74% - Multiply.AI | ||||||||||||
| |
|
|
|
|
|
|
|
|
49.0% - Affinity First Limited (51.0% interest unknown) | |||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Vestone Ltd. | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Cornmarket Group Financial Services Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Cornmarket Civil and Public Sector Mastertrust dac | |||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Cornmarket Insurance Services Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% EIS Financial Services Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Associate Holdings Unlimited Company | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Irish Life Irish Holdings Unlimited Company | ||||||||||||
| |
|
|
|
|
|
|
|
|
75.0% - 1939 ILIV Consulting Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - ILGAPT Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% APT Workplace Pension Ltd. | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% APT Wealth Management Ltd. | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% APTFS Nominees Ltd. | |||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Invesco Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - City Life Limited | |||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - ILP Pension Trustees DAC | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Invesco Trustee AC | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Acumen & Trust Pension Trustees dac | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - ILP Master Trustee dac | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - BCRM Financial Holdings (Ireland) dac | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Acumen & Trust dac | |||||||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Irish Life Trustee Services Limited | |||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Irish Life Assurance plc. | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Ilona Financial Group, Inc. | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Stephen Court Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - (2,3&4) Basement Company Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
66.66% - City Gate Park Administration Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
50.0% - Dakline Company Ltd. | ||||||||||||
| |
|
|
|
|
|
|
|
|
|
50.0% - Earlsfort Centre (Atrium) Limited | ||||||||||||
| |
|
|
|
|
|
|
|
|
52.8% - Platform Capital Holdings Limited | |||||||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Conexim Advisors Limited | ||||||||||||
| |
|
|
|
|
100.0% - London Life and Casualty Reinsurance Corporation | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Trabaja Reinsurance Company Ltd. | ||||||||||||||||
| |
|
|
|
|
|
100.0% - London Life and Casualty (Barbados) Corporation | ||||||||||||||||
| |
|
|
|
|
100.0% - LRG (US), Inc. | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life International Reinsurance Corporation | ||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life Reinsurance Company (Fed ID # 23-2044256 – NAIC # 76694, PA) | ||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life International Reinsurance (Barbados) Corporation | ||||||||||||||||
| |
|
|
|
|
100.0% - 4073649 Canada, Inc. | |||||||||||||||||
| |
|
|
|
|
|
100.0% - CL Luxembourg Capital Management S.á.r.l. | ||||||||||||||||
| |
|
|
|
|
|
|
45.0% - Wealthsimple Europe S.á.r.l. | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Wealthsimple UK Ltd. | ||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - Wealthsimple Germany GmbH | ||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life Finance (U.K.) Limited | ||||||||||||||||
| |
|
|
|
|
100.0% - 8478163 Canada Limited | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Canada Life Capital Bermuda Limited | ||||||||||||||||
| |
|
|
|
|
100.0% - 9983813 Canada Inc. | |||||||||||||||||
| |
|
|
|
|
|
100.0% - 9983813 Canada Inc.100.0% - Canada Life Capital Bermuda III Limited | ||||||||||||||||
| |
|
|
|
|
100.0% - Canada Life Capital Bermuda II Limited | |||||||||||||||||
| |
|
|
|
77.0% - Great-West Investors Holdco Inc. (23% owned by GWL THL I Private Equity I Inc.) | ||||||||||||||||||
| |
|
|
|
|
100.0% - CL 22 Chapel GP Inc. | |||||||||||||||||
| |
|
|
|
|
|
0.001% - CL 22 Chapel LP (99.99% owned by The Canada Life Assurance Company) | ||||||||||||||||
| |
|
|
|
|
99.99% - CL 22 Chapel GP (0.001%owned by CL 22 Chapel GP Inc.) | |||||||||||||||||
| |
|
|
|
|
100.0% - CL Eastlake GP Inc. | |||||||||||||||||
| |
|
|
|
|
|
0.001% - CL Eastlake LP (99.99% owned by The Canada Life Assurance Company) | ||||||||||||||||
| |
|
|
|
|
99.99% - CL Eastlake LP (0.001% owned by CL Eastlake GP Inc.) | |||||||||||||||||
| |
|
|
|
|
100.0% - CL Lago GP Inc. | |||||||||||||||||
| |
|
|
|
|
|
0.001% - CL Lago LP (99.99% owned by The Canada Life Assurance Company) | ||||||||||||||||
| |
|
|
|
|
99.99% - CL Lago LP (0.001% owned by CL 22 Chapel GP Inc.) | |||||||||||||||||
| |
|
|
|
|
100.0% - CL 2505 Bruckner GP Inc. | |||||||||||||||||
| |
|
|
|
|
|
0.001% - CL 2505 Bruckner LP (99.99% owned by The Canada Life Assurance Company) | ||||||||||||||||
| |
|
|
|
|
99.99% - CL 2505 Bruckner LP (0.001% owned by CL 2505 Bruckner Inc.) | |||||||||||||||||
| |
|
|
100.0% - The Canada Life Insurance Company of Canada | |||||||||||||||||||
| |
|
|
|
3.57%- 7420928 Manitoba Limited Partnership (96.42% limited partner interest held by The Canada Life Assurance Company; 7419521 Manitoba Ltd. holds 0.02% interest) | ||||||||||||||||||
| |
|
|
|
100.0% - 6855572 Manitoba Ltd. | ||||||||||||||||||
| |
|
|
|
100.0% - Advice Canada (CL Holdings) Inc. (formerly 12955954 Canada Inc.) | ||||||||||||||||||
| |
|
|
|
|
60.0% -Neil & Associates (2006) Inc. | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Neil & Associates 2017 Inc. | ||||||||||||||||
| |
|
|
|
|
|
100.0% - Rubbix Risk & Wealth Management Inc. | ||||||||||||||||
| |
|
|
|
|
51.0% - Capcorp Financial Corporation | |||||||||||||||||
| |
|
|
|
94.4% - MAM Holdings Inc. (5.6% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
|
100.0% - Mountain Asset Management LLC | |||||||||||||||||
| |
|
|
|
12.5% - 2331777 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
12.5% - 2344701 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
12.5% - Vaudreuil Shopping Centres Limited (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
38.0% - 1296 Station Street Properties Ltd. (62.0% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
12.5% - 2356720 Ontario Ltd. (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
12.5% - 0977221 B.C. Ltd. (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
12.5% - 555 Robson Holding Ltd. (87.5% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
20.0% - 1385456 B.C. Ltd. (80.0% owned by The Canada Life Assurance Company) | ||||||||||||||||||
| |
|
|
|
|
58.8% - GWL THL Private Equity I Inc. (41.2% The Canada Life Assurance Company) | |||||||||||||||||
| |
|
|
|
100.0% - GWL THL Private Equity II Inc. | ||||||||||||||||||
| |
|
|
16.0% - 2148902 Alberta Ltd. (85% by The Canada Life Assurance Company) | |||||||||||||||||||
| |
|
|
30.0% - 2157113 Alberta Ltd (70% by The Canada Life Assurance Company) | |||||||||||||||||||
| |
|
|
|
100.0% - Great-West Investors Holdco Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - Great-West Investors LLC | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Great-West Investors LP Inc. | ||||||||||||||||
| |
|
|
|
|
|
|
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | |||||||||||||||
| |
|
|
|
|
|
|
|
100.0% - T.H. Lee Interests | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Great-West Investors GP Inc. | |||||||||||||||
| |
|
|
|
|
|
|
|
1.0% - Great-West Investors LP (99.0% Great-West Investors LP Inc.) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - T.H. Lee Interests | |||||||||||||
| |
|
|
100.0% - CL Capital Management (Canada), Inc. | |||||||||||||||||||
| |
|
|
100.0% - Canada Life Mortgage Services Ltd. | |||||||||||||||||||
| |
|
|
11.8% - GWL THL Private Equity I Inc. (29.4% owned by The Canada Life Assurance Company, 58.8% owned by The Canada Life Insurance Company of Canada) | |||||||||||||||||||
| |
|
|
|
100.0% - GWL THL Private Equity II Inc. | ||||||||||||||||||
| |
|
|
|
100.0% - Great-West Investors Holdco Inc. | ||||||||||||||||||
| |
|
|
|
|
100.0% - Great-West Investors LLC | |||||||||||||||||
| |
|
|
|
|
|
100.0% - Great-West Investors LP Inc. | ||||||||||||||||
| |
|
|
|
|
|
|
99.0% - Great-West Investors LP (1.0% owned by Great-West Investors GP Inc.) | |||||||||||||||
| |
|
|
|
|
|
|
|
100% - T.H. Lee Interests | ||||||||||||||
| |
|
|
|
|
|
|
100.0% - Great-West Investors GP Inc. | |||||||||||||||
| |
|
|
|
|
|
|
|
1.0% - Great-West Investors LP (99.0% Great-West Investors LP Inc.) | ||||||||||||||
| |
|
|
|
|
|
|
|
|
100.0% - T.H. Lee Interests | |||||||||||||
| |
|
|
|
100.0% - Canada Life Capital Trust | ||||||||||||||||||
| |
|
|
|
100.0% - Canada Life Investment Management Ltd. | ||||||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
| Power Corporation of Canada | |||||||||
| |
|
100.0% - Power Financial Corporation | |||||||
| |
|
|
62.243% - IGM Financial Inc. (direct and indirect 66.114%) | ||||||
| |
|
|
|
100.0% - Investors Group Inc. | |||||
| |
|
|
|
|
100.0% - Investors Group Financial Services Inc. | ||||
| |
|
|
|
|
|
100.0% - 11249142 Canada Inc. | |||
| |
|
|
|
|
|
|
100.0% - Investors Group Trust Co. Ltd. | ||
| |
|
|
|
|
|
|
100.0% - I.G. Insurance Services Inc. | ||
| |
|
|
|
|
|
|
100.0% - Investors Syndicate Limited | ||
| |
|
|
|
|
|
|
100.0% - Investors Group Securities Inc. | ||
| |
|
|
|
|
|
|
100.0% - 6460675 Manitoba Ltd. | ||
| |
|
|
|
|
|
|
100.0% - I.G. Investment Management, Ltd. | ||
| |
|
|
|
|
|
|
|
100.0% - Investors Group Corporate Class Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Investors Syndicate Property Corp. | |
| |
|
|
|
|
|
|
|
100.0% - 0992480 B.C. Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - 1081605 B.C. Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - 11263552 Canada Inc. | |
| |
|
|
|
|
|
|
|
100.0% - 1000054111 Ontario Inc. | |
| |
|
|
|
100.0% - Mackenzie Inc. | |||||
| |
|
|
|
|
100.0% - Mackenzie Financial Corporation | ||||
| |
|
|
|
|
|
100.0% - Mackenzie Investments Europe Limited | |||
| |
|
|
|
|
|
|
100.0% - Mackenzie Investments Asia Limited | ||
| |
|
|
|
|
|
100.0% - Mackenzie Together Charitable Foundation | |||
| |
|
|
|
|
|
14.28% - Strategic Charitable Giving Foundation | |||
| |
|
|
|
|
|
100.0% - MMLP GP Inc. | |||
| |
|
|
|
|
|
100.0% - Mackenzie Investments Corporation | |||
| |
|
|
|
|
|
13.9% - China Asset Management Co., Ltd. | |||
| |
|
|
|
|
|
80.0% - 11249185 Canada Inc. | |||
| |
|
|
|
|
|
|
100.0% - Armstrong LP | ||
| |
|
|
|
|
|
|
|
49.9% - Northleaf Capital Group Ltd. | |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf PPP GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Secondary Partners III GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf SH288 GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf NCO (US) GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners US GP LLC |
| |
|
|
|
|
|
|
|
|
49% - NICP IV GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Geothermal Holdings (Canada) GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Venture Catalyst Fund III GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Private Credit III GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NSPC-L Holdings II GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Private Equity VII GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Crescendo Holdings GP LLC |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Small Cell GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP Terminals GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NICP III GP LLC |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Music Copyright Ventures GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NEIF GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% Northleaf Strategic Capital GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP NWP US GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf NICP III GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP US Terminals GP LLC |
| |
|
|
|
|
|
|
|
|
49% - NPCO GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf LPF Private Credit Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NPC II Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP Canadian Breaks GP LLC |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Vault Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NSPC-L GPC Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP CSV Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Advisors Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Trustees Limited |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NVCF Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf PE GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf 2013-2014 Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Growth Fund GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NCP 2015 Canadian Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners (Canada) Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Class C Sub Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners Japan KK |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners (Australia) Pty Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners (UK) Limited |
| |
|
|
|
|
|
|
|
|
49% - Northleaf NICP II GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% -Northleaf Class C Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners (USA) Inc. |
| |
|
|
|
|
|
|
|
|
100% - Annex Fund GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - SW Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NICP IV GP LLC |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NICP III Canadian Class C Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Millennium Holdings (US) GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Millennium Holdings (Canada) GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf 1608 II Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NVCF II Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf 2017-2018 PE Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf 1855 Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Star Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Star GPC Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Private Credit GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NPC GPC Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NPC I Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Lal Lal Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Lal Lal Holdings (Australia) Pty Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NPC II GPC Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NSPC GPC Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NSPC GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NSPC-L GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NSPC-L Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - NPC I Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf Private Credit II GP Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf NCO GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NICP III Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf CFOF Class C 2019 Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf 010 II Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NSPC International GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - NSPC-L International GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NCO Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NPE VIII Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf NSP III Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
63.17% - Northleaf Capital Holdings Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf PE Holdings GP Ltd. |
| |
|
|
|
|
|
|
|
|
100% - Northleaf Capital Partners GP II Ltd. |
| |
|
|
|
|
|
|
|
|
49% - Northleaf NICP II Holdings GP Ltd. |
| |
|
|
|
|
|
100.0% - MGELS Investments Limited | |||
| |
|
|
|
|
|
100.0% - MEMLS Fund Management (Cayman) Ltd. | |||
| |
|
|
|
|
|
100.0% - Mackenzie EM Funds Management (Cayman) Ltd. | |||
| |
|
|
|
|
|
100.0% - Mackenzie GP Inc. | |||
| |
|
|
|
95.22% - Investment Planning Counsel Inc. | |||||
| |
|
|
|
|
|
100.0% - IPC Investment Corporation | |||
| |
|
|
|
|
|
100.0% - IPC Estate Services Inc. | |||
| |
|
|
|
|
|
100.0% - IPC Securities Corporation | |||
| |
|
|
|
|
|
100.0% - Counsel Portfolio Services Inc. | |||
| |
|
|
|
|
|
|
100.0% - Counsel Portfolio Corporation | ||
| |
|
|
|
|
|
|
100.0% - MEMLS Fund Management (Cayman) Ltd. | ||
| |
|
|
|
|
|
|
100.0% - Mackenzie EM Funds Management (Cayman) Ltd. | ||
| |
|
|
|
|
|
|
100.0% - Mackenzie GP Inc. | ||
| |
|
100.0% - Investment Planning Counsel Inc. | |||||||
| |
|
|
|
|
|
|
100.0% - IPC Investment Corporation | ||
| |
|
|
|
18.54% - Portag3 Ventures LP | |||||
| |
|
|
|
|
19.82% - Springboard LP | ||||
| |
|
|
|
55.23% - Springboard LP | |||||
| |
|
|
|
|
56.50% - WealthSimple Financial Corp. (54.28% equity) | ||||
| |
|
|
|
29.33% - Springboard II LP | |||||
| |
|
|
|
33.3% - Portag3 Ventures II Affiliates LP | |||||
| |
|
|
|
|
31.97% - Portag3 ventures II LP | ||||
| |
|
|
|
5.95% - Portage Ventures III LP | |||||
| |
|
|
|
14.60% - Conquest Planning Inc. | |||||
| Power Corporation of Canada | |||||||||||||||||
| |
100.0% - Power Financial Corporation | ||||||||||||||||
| |
|
100.0% - Power Financial Europe SA | |||||||||||||||
| |
|
|
50.0% - Parjointco SA | ||||||||||||||
| |
|
|
|
100.0% - Pargesa SA | |||||||||||||
| |
|
|
|
|
44.0% Groupe Bruxelles Lambert (29.8% in capital) | ||||||||||||
| |
|
|
|
|
|
2.4% - Groupe Bruxelles Lambert (3.2% in capital) | |||||||||||
| |
|
|
|
|
|
0.9% - Umicore SA | |||||||||||
| |
|
|
|
|
|
19.8% - Ontex NV | |||||||||||
| |
|
|
|
|
|
11.4% - Pernod Ricard SA (6.9% in capital) | |||||||||||
| |
|
|
|
|
|
96.5% - FINPAR II SA | |||||||||||
| |
|
|
|
|
|
|
0.2% - Groupe Bruxelles Lambert (0.1% in capital) | ||||||||||
| |
|
|
|
|
|
|
0.1% - Ontex NV | ||||||||||
| |
|
|
|
|
|
90.2% - FINPAR III SA | |||||||||||
| |
|
|
|
|
|
|
0.2% - Groupe Bruxelles Lambert (0.1% in capital) | ||||||||||
| |
|
|
|
|
|
94.4% - FINPAR IV SA | |||||||||||
| |
|
|
|
|
|
|
0.1% - Groupe Bruxelles Lambert (0.1% in capital) | ||||||||||
| |
|
|
|
|
|
|
0.1% - Imerys | ||||||||||
| |
|
|
|
|
|
94.9% - FINPAR V SRL | |||||||||||
| |
|
|
|
|
|
|
0.2% - Groupe Bruxelles Lambert (0.1% in capital) | ||||||||||
| |
|
|
|
|
|
|
0.3% - Marnix Lux SA | ||||||||||
| |
|
|
|
|
|
95.0% - FINPAR VI SRL | |||||||||||
| |
|
|
|
|
|
|
0.2% - Groupe Bruxelles Lambert (0.1% in capital) | ||||||||||
| |
|
|
|
|
|
|
0.3% - Marnix Lux SA | ||||||||||
| |
|
|
|
|
|
98.6% - FINPAR VII SRL | |||||||||||
| |
|
|
|
|
|
|
0.7% - Groupe Bruxelles Lambert (0.4% in capital) | ||||||||||
| |
|
|
|
|
|
|
4.9% - GfG Topco S.a.r.l. | ||||||||||
| |
|
|
|
|
|
99.0% - FINPAR VIII SRL | |||||||||||
| |
|
|
|
|
|
|
1.0% - Groupe Bruxelles Lambert (0.8% in capital) | ||||||||||
| |
|
|
|
|
|
|
4.0% - Sofia Capital S.à r.l. | ||||||||||
| |
|
|
|
|
|
1.2% - Sagerpar SA | |||||||||||
| |
|
|
|
|
|
100.0% - Belgian Securities BV | |||||||||||
| |
|
|
|
|
|
|
68.1% - Imerys (54.6% in capital) | ||||||||||
| |
|
|
|
|
|
100.0% - Brussels Securities SA | |||||||||||
| |
|
|
|
|
|
|
100.0% - LTI Two SA | ||||||||||
| |
|
|
|
|
|
|
|
0.1% - Groupe Bruxelles Lambert | |||||||||
| |
|
|
|
|
|
|
|
0.1% - Umicore SA | |||||||||
| |
|
|
|
|
|
|
100.0% - URDAC SA | ||||||||||
| |
|
|
|
|
|
|
|
0.1% - Groupe Bruxelles Lambert | |||||||||
| |
|
|
|
|
|
|
98.8% - Sagerpar SA | ||||||||||
| |
|
|
|
|
|
|
|
3.7% - Groupe Bruxelles Lambert (2.9% in capital) | |||||||||
| |
|
|
|
|
|
100.0% - GBL O | |||||||||||
| |
|
|
|
|
|
100.0% - GBL Advisors Limited | |||||||||||
| |
|
|
|
|
|
|
5.4% - FINPAR III SA | ||||||||||
| |
|
|
|
|
|
100.0% - GBL Development Limited | |||||||||||
| |
|
|
|
|
|
100.0% - RPCE Consulting SAS | |||||||||||
| |
|
|
|
|
|
100.0% - GBL Verwaltung SA | |||||||||||
| |
|
|
|
|
|
|
100.0% - GBL Investments Limited | ||||||||||
| |
|
|
|
|
|
|
100.0% - GBL Energy S.á.r.l. | ||||||||||
| |
|
|
|
|
|
|
100.0% - Serena S.á.r.l. | ||||||||||
| |
|
|
|
|
|
|
|
19.1% - SGS | |||||||||
| |
|
|
|
|
|
|
100.0% - Eliott Capital S.á.r.l. | ||||||||||
| |
|
|
|
|
|
|
100.0% - Sienna Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Capital Management SA | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Capital London Ltd. | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Real Estate Solutions S.à.r.l. | |||||||||
| |
|
|
|
|
|
|
|
89.4% - Sienna Real Estate Partner JV Netherlands BV | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Multistrategy Opportunities GP S. à .r.l. | |||||||||
| |
|
|
|
|
|
|
|
2.0% - Sienna Multistrategy Opportunities Carry SCSp | |||||||||
| |
|
|
|
|
|
|
|
0.1% - Sienna Multistrategy Opportunities Fund SCSp | |||||||||
| |
|
|
|
|
|
|
|
50.0% - Avanti Acquisition GP S. à .r.l | |||||||||
| |
|
|
|
|
|
|
|
66.6% - Sienna Gestion (ex-MHGA) | |||||||||
| |
|
|
|
|
|
|
|
87.5% - Sienna 2A SAS | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna AM France (ex-Acofi) | |||||||||
| |
|
|
|
|
|
|
|
49.0% - NEFTYS | |||||||||
| |
|
|
|
|
|
|
|
0.1% - SPC Partners SAS | |||||||||
| |
|
|
|
|
|
|
|
6.2% - Sienna 2A SAS | |||||||||
| |
|
|
|
|
|
|
|
75.0% - Sienna Private Equity SAS | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna PE Invest GP S.à.r.l. | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Venture Capital SAS | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Venture Capital GP S.à.r.l. | |||||||||
| |
|
|
|
|
|
|
100.0% - Sienna Capital Invest GP S.à.r.l. | ||||||||||
| |
|
|
|
|
|
|
100.0% - Sienna Capital Invest SCSp | ||||||||||
| |
|
|
|
|
|
|
|
31.1% - Kartesia Credit Opportunities III SCA, SICAV-SIF | |||||||||
| |
|
|
|
|
|
|
|
16.8% - Kartesia Credit Opportunities IV SCS | |||||||||
| |
|
|
|
|
|
|
|
0.4% - Sagard II A FPCI | |||||||||
| |
|
|
|
|
|
|
|
74.7% - Sagard II B FPCI | |||||||||
| |
|
|
|
|
|
|
|
26.4% - Sagard 3 FPCI | |||||||||
| |
|
|
|
|
|
|
|
19.2% - Sagard 4A FPCI/Sagard 4B FIPS | |||||||||
| |
|
|
|
|
|
|
|
21.6% - Sagard NewGen FPCI | |||||||||
| |
|
|
|
|
|
|
|
32.4% - Sagard Santé Animale FPCI | |||||||||
| |
|
|
|
|
|
|
|
63.7% - Sagard Testing FPCI | |||||||||
| |
|
|
|
|
|
|
|
92.6% - Sagard Business Intelligence FPCI | |||||||||
| |
|
|
|
|
|
|
|
23.2% - PrimeStone Capital Fund ICAV | |||||||||
| |
|
|
|
|
|
|
|
48.6% - Backed 1 LP | |||||||||
| |
|
|
|
|
|
|
|
9.6% - Backed 1 Founder LP | |||||||||
| |
|
|
|
|
|
|
|
58.3% - Backed Encore 1 LP | |||||||||
| |
|
|
|
|
|
|
|
10.0% - Backed Encore 1 Founder LP | |||||||||
| |
|
|
|
|
|
|
|
40.0% - Backed 2 LP | |||||||||
| |
|
|
|
|
|
|
|
10.0% - Backed 2 Founder LP | |||||||||
| |
|
|
|
|
|
|
|
38.7% - Marcho Partners Feeder Fund ICAV | |||||||||
| |
|
|
|
|
|
|
|
1.7% - Marcho Partners Long Feeder Fund ICAV | |||||||||
| |
|
|
|
|
|
|
|
15.4% - Matador Coinvestment SCSp | |||||||||
| |
|
|
|
|
|
|
|
27.0% - C2 Capital Global Export-to-China Fund, L.P. | |||||||||
| |
|
|
|
|
|
|
|
10.3% - Globality, Inc. | |||||||||
| |
|
|
|
|
|
|
|
20.3% - HCM IV, L.P. | |||||||||
| |
|
|
|
|
|
|
|
28.6% - HCM V, L.P. | |||||||||
| |
|
|
|
|
|
|
|
15.8% - EP Sienna IM Broken Core Office Fund | |||||||||
| |
|
|
|
|
|
|
|
49.3% - HCM S3C LP (AKA Commure) | |||||||||
| |
|
|
|
|
|
|
|
17.0% - Innovius Capital Fund I, L.P. | |||||||||
| |
|
|
|
|
|
|
|
14.2% - 468 Capital II GmbH & Co. KG | |||||||||
| |
|
|
|
|
|
|
|
56.3% - HCM S11A, LP (aka Transcarent) | |||||||||
| |
|
|
|
|
|
|
|
13.8% - Stripes VI (A), L.P. | |||||||||
| |
|
|
|
|
|
|
|
99.9% - Sienna Rendement Avenir IV | |||||||||
| |
|
|
|
|
|
|
|
21.0% - Predirec ABL-3 (Part B) | |||||||||
| |
|
|
|
|
|
|
|
10.0% - EC IV Invest SA | |||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Capital US LLC | |||||||||
| |
|
|
|
|
|
|
|
|
14.4% - Pat McGrath Cosmetics LLC | ||||||||
| |
|
|
|
|
|
|
|
98.0% - Sienna Multistrategy Opportunities Carry SCSp | |||||||||
| |
|
|
|
|
|
|
|
99.9% - Sienna Multistrategy Opportunities Fund SCSp | |||||||||
| |
|
|
|
|
|
|
|
|
100.0% - SM Opportunities Master S.a.r.l. | ||||||||
| |
|
|
|
|
|
|
|
|
19.1% - Sienna Euclide S.A. | ||||||||
| |
|
|
|
|
|
|
|
|
21.9% - Eight Partners SAS | ||||||||
| |
|
|
|
|
|
|
|
|
20.0% - Sienna Landlife S.A. | ||||||||
| |
|
|
|
|
|
|
|
|
35.1% - Landlife Holdings S.a.r.l. | ||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Capital Participations S.á.r.l | |||||||||
| |
|
|
|
|
|
|
|
|
10.8% - Sagard FCPR | ||||||||
| |
|
|
|
|
|
|
|
|
50.0% - Ergon Capital Partners SA | ||||||||
| |
|
|
|
|
|
|
|
|
50.0% - Ergon Capital Partners II SA | ||||||||
| |
|
|
|
|
|
|
|
|
89.9% - Ergon Capital Partners III SA | ||||||||
| |
|
|
|
|
|
|
|
|
34.4% - Ergon Capital Partners IV, SCSp | ||||||||
| |
|
|
|
|
|
|
|
|
15.9% - Ergon Opseo Long Term Value Fund SCSp | ||||||||
| |
|
|
|
|
|
|
|
|
17.2% - Ergon SVT Long Term Value Fund SCSp | ||||||||
| |
|
|
|
|
|
|
|
|
15.1% - Merieux Participations SAS | ||||||||
| |
|
|
|
|
|
|
|
|
34.3% - Merieux Participations 2 SAS | ||||||||
| |
|
|
|
|
|
|
|
|
34.9% - KKR Sigma Co-Invest II L.P. | ||||||||
| |
|
|
|
|
|
|
|
|
3.6% - StreetTeam Software Limited (DBA as Pollen) | ||||||||
| |
|
|
|
|
|
|
|
|
80.9% - Sienna Euclide S.A. | ||||||||
| |
|
|
|
|
|
|
|
|
80.0% - Sienna Landlife S.A. | ||||||||
| |
|
|
|
|
|
|
|
100.0% - Sienna Capital Co-Invest Master S.a.r.l | |||||||||
| |
|
|
|
|
|
|
|
|
29.2% - StreetTeam Software Limited (DBA as Pollen) | ||||||||
| |
|
|
|
|
|
|
|
|
2.4% - GFG Capital S.a.r.l. | ||||||||
| |
|
|
|
|
|
|
|
50.0% - Avanti Acquisition SCSp | |||||||||
| |
|
|
|
|
|
|
|
|
20.0% - Avanti Acquisition Corp. | ||||||||
| |
|
|
|
|
|
|
100.0% - GBL Finance S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
100.0% - Miles Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
|
23.1% - Piolin II S.á.r.l | |||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Piolin Bidco SAU | ||||||||
| |
|
|
|
|
|
|
100.0% - Oliver Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
100.0% - Theo Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
100.0% - Owen Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
95.1% - GfG Topco S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
|
88.1% - GfG Capital S.á.r.l | |||||||||
| |
|
|
|
|
|
|
|
|
53.3% - Go-For-Gold Holding GmbH | ||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Canyon Bicycles GmbH | |||||||
| |
|
|
|
|
|
|
|
|
50.0% - GoForGold Verwaltungs GmbH | ||||||||
| |
|
|
|
|
|
|
|
|
28.5% - GoForGold Coinvest CmbH & Co KG | ||||||||
| |
|
|
|
|
|
|
|
|
|
4..4% - GoForGold Holding GmbH | |||||||
| |
|
|
|
|
|
|
100.0% - Arthur Capital S.a.r.l. | ||||||||||
| |
|
|
|
|
|
|
|
15.0% - Umicore SA | |||||||||
| |
|
|
|
|
|
|
100.0% - Jade Capital S.a.r.l. | ||||||||||
| |
|
|
|
|
|
|
3.5% - FINPAR II SA | ||||||||||
| |
|
|
|
|
|
|
4.4% - FINPAR III SA | ||||||||||
| |
|
|
|
|
|
|
5.6% - FINPAR IV SA | ||||||||||
| |
|
|
|
|
|
|
5.1% - FINPAR V SA | ||||||||||
| |
|
|
|
|
|
|
5.0% - FINPAR VI SA | ||||||||||
| |
|
|
|
|
|
|
1.4% - FINPAR VII SA | ||||||||||
| |
|
|
|
|
|
|
1.0% - FINPAR VIII SA | ||||||||||
| |
|
|
|
|
|
|
100.0% - Vancouver Capital S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
|
16.3% - Stan Holding SAS | |||||||||
| |
|
|
|
|
|
|
|
99.1% - Voodoo SAS | |||||||||
| |
|
|
|
|
|
|
100.0% - Celeste GP S.à r.l. | ||||||||||
| |
|
|
|
|
|
|
|
0.0% - Celeste ManCo S.C.Sp | |||||||||
| |
|
|
|
|
|
|
100.0% - Celeste Capital S.á.r.l (previously Altitude Holdco S.à r.l) | ||||||||||
| |
|
|
|
|
|
|
|
100.0% - Celeste InvestCo S.A. | |||||||||
| |
|
|
|
|
|
|
|
|
17.8% Celeste ManCo S.C. Sp. | ||||||||
| |
|
|
|
|
|
|
|
|
|
0.5% Celeste TopCo S.A. | |||||||
| |
|
|
|
|
|
|
|
|
99.5% - Celeste TopCo S.A. | ||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Celeste Midco 1 B.V. | |||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Celeste Midco 2 B.V. | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
100.0% - Celeste Midco 3 B.V. | |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Celeste Bidco B.V. | ||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - White Mountain S.A. | ||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Black Mountain S.à r.l. | ||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Affidea Group B.V | ||||
| |
|
|
|
|
|
|
96.0% - Sofia Capital S.à r.l. | ||||||||||
| |
|
|
|
|
|
|
|
99.7% - Sofia InvestCo S.A. | |||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Sofia GP GmbH | ||||||||
| |
|
|
|
|
|
|
|
|
49.5% - Sofia One GmbH & Co. KG | ||||||||
| |
|
|
|
|
|
|
|
|
|
0.6% - Sofia MasterCo S.A. | |||||||
| |
|
|
|
|
|
|
|
|
83.8% - Sofia MasterCo S.A. | ||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Sofia TopCo S.à r.l. | |||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Sofia HoldCo S.à r.l. | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
100.0% - Sofia MidCo S.à r.l. | |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Sofia Bidco S.á.r.l. | ||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Sanoptis Sarl | ||||
| |
|
|
|
|
|
|
100.0% - Sapiens S.á.r.l | ||||||||||
| |
|
|
|
|
|
|
|
61.0% – Marnix Lux SA | |||||||||
| |
|
|
|
|
|
|
|
|
100.0% - Marnix French ParentCo SAS | ||||||||
| |
|
|
|
|
|
|
|
|
|
100.0% - Marnix French TopCo SAS | |||||||
| |
|
|
|
|
|
|
|
|
|
|
100.0% - Marnix SAS | ||||||
| |
|
|
|
|
|
|
|
|
|
|
|
100.0% - Wowholdco SAS | |||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
100.0% - Webhelp SAS | ||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Power Corporation of Canada | |||||||||||||||
| |
100.0% - Power Corporation (International) Limited | ||||||||||||||
| |
|
99.9% - Power Pacific Corporation Limited | |||||||||||||
| |
|
0.1% - Power Pacific Equities Limited | |||||||||||||
| |
|
99.9% - Power Pacific Equities Limited | |||||||||||||
| |
100.0% - Power Communications Inc. | ||||||||||||||
| |
|
0.1% - Power Pacific Corporation Limited | |||||||||||||
| |
13.9% - China Asset Management Limited | ||||||||||||||
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Power Corporation of Canada |
| ||||||||
| |
100.0% - 152245 Canada Inc. |
| |||||||
| |
100.0% - Square Victoria Real Estate Inc./ Square Victoria Immobilier Inc. |
| |||||||
| |
|
100.0% - SVRE Management Inc. | |||||||
| |
100.0% - 3121011 Canada Inc. |
| |||||||
| |
100.0% - Power Communications Inc. |
| |||||||
| |
100.0% - Power Corporation International |
| |||||||
| |
100.0% - Power Corporation of Canada Inc. |
| |||||||
| |
100.0% - 4524781 Canada Inc. |
| |||||||
| |
100.0% - Square Victoria Communications Group Inc. |
| |||||||
| |
|
100.0% - Gesca Ltee | |||||||
| |
|
|
100.0% Gestion Gesca Inc. | ||||||
| |
|
|
|
100.0% - Gesca Numerique Inc. | |||||
| |
|
|
100.0% - 9214470 Canada Inc. | ||||||
| |
100.0% - Square Victoria Digital Properties Inc. |
| |||||||
| |
|
50.0% - 1004096 Canada Inc. (“workopolis”) (in liquidation) | |||||||
| |
100.0% - Power Sustainable Capital Inc. |
| |||||||
| |
|
100.0% - Power Sustainable Manager Inc. | |||||||
| |
|
|
100.0% - Power Sustainable China Corporation Ltd. | ||||||
| |
|
|
100.0% - Power Sustainable Lios Inc. | ||||||
| |
|
|
|
100.0% - Power Sustainable Lios GP I Inc. | |||||
| |
|
|
|
|
100.0% - Lios Fund I LP | ||||
| |
|
|
|
|
100.0% - PSL Investments Fund I LP | ||||
| |
|
100.0% - Power Sustainable Manager US, Inc. | |||||||
| |
|
|
100.0% - Power Sustainable Infrastructure Credit Manager, LLC | ||||||
| |
|
|
100.0% - Power Sustainable Energy Infrastructure Inc. | ||||||
| |
|
|
|
100.0% - PSEIP US GP Inc. | |||||
| |
|
|
|
|
100.0% - Power Sustainable Energy Infrastructure US Fund I LP | ||||
| |
|
|
|
|
|
100.0% - Potentia Renewables US Holdings LLC | |||
| |
|
|
|
|
|
|
100.0% - Potentia US Battery Storage Holdings, LLC | ||
| |
|
|
|
|
|
|
|
100.0% - IEP Tejas Verde, LLC | |
| |
|
|
|
|
|
|
100.0% - PR Land Holdings, LLC | ||
| |
|
|
|
|
|
|
100.0% - PR Development LLC | ||
| |
|
|
|
|
|
|
|
100.0% - Banjo Solar Holdings Corp. | |
| |
|
|
|
|
|
|
|
49.0% - Kamaole Solar Holdings, LLC | |
| |
|
|
|
|
|
|
|
49.0% - Kamaole Solar, LLC | |
| |
|
|
|
|
|
|
100.0% - PR Operating LLC | ||
| |
|
|
|
|
|
|
|
100.0% - Potentia MN Solar Fund 1 Managing Member, LLC | |
| |
|
|
|
|
|
|
|
64.0% - Potentia MN Solar Fund I, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Minnesota Solar CSG 1, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Minnesota Solar CSG 4, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Minnesota Solar CSG 8, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Minnesota Solar CSG 9, LLC | |
| |
|
|
|
|
100.0% - Power Sustainable Energy Infrastructure US Fund II LP | ||||
| |
|
|
|
|
|
100.0% - Nautilus US Power Holdco, LLC (Delaware) | |||
| |
|
|
|
|
100.0% - PSEIP US Feeder Fund I LP | ||||
| |
|
|
|
|
|
100.0% - Power Sustainable Energy Infrastructure Canada I Inc. | |||
| |
|
|
|
100.0% - PSEIP Canada GP Inc. | |||||
| |
|
|
|
|
100.0% - Power Sustainable Energy Infrastructure Canada Fund I LP | ||||
| |
|
|
|
|
|
100.0% - Potentia Renewables Canada Holdings GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Potentia Renewables Canada Holdings LP | ||
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project II Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project II LP | |
| |
|
|
|
|
|
|
|
100.0% - PR WS Sponsor LP | |
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project II Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project II LP | |
| |
|
|
|
|
|
|
|
100.0% - PR WS Sponsor LP | |
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - Stirling Wind Project LP | |
| |
|
|
|
|
|
|
|
100.0% - Wheatland Wind Project Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - Wheatland Wind Project LP | |
| |
|
|
|
|
|
|
|
100.0% - 2866075 Ontario Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Oxley Wind Farm Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Ellershouse 3 GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Ellershouse 3 Wind Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - Panuke Lake GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Panuke Lake Wind GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Golden South Wind GP Inc | |
| |
|
|
|
|
|
|
|
100.0% - Golden South Wind LP | |
| |
|
|
|
|
|
|
|
100.0% - PR Canada Land Holdings GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - PR Canada Land Holdings Limited Partnership | |
| |
|
|
|
|
|
|
|
75.0% - Paintearth Wind Project Ltd. | |
| |
|
|
|
|
|
|
|
75.0% - Paintearth Wind Project LP | |
| |
|
|
|
|
|
|
|
100.0% - 5979359 Manitoba Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - 5956162 Manitoba Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - 5529442 Manitoba Ltd. | |
| |
|
|
|
|
|
|
|
100.0% - Sequoia Loch Lomond Solar Energy LP | |
| |
|
|
|
|
|
|
|
50.0% - Loch Lomond Wind Energy LP | |
| |
|
|
|
|
|
|
|
50.0% - Sequoia Renewable Energy System LP | |
| |
|
|
|
|
|
|
|
100.0% - Sequoia Energy US Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 15 GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 15 Limited Partnership | |
| |
|
|
|
|
|
|
|
100% - PRI Wind GP Trust | |
| |
|
|
|
|
|
|
|
100.0% - PRI Wind LP | |
| |
|
|
|
|
|
|
|
50.0% Affinity Wind GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - PRI Solar GP Trust | |
| |
|
|
|
|
|
|
|
100.0% - PRI RT Solar LP | |
| |
|
|
|
|
|
|
|
100.0% - PRI Industrial Solar (GP) Inc. | |
| |
|
|
|
|
|
|
|
84.90% - PRI Industrial Solar LP | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewabes 16 GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 16 Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - PRI Solar Gardens Nominee Inc. | |
| |
|
|
|
|
|
|
|
100.0% - PRI Solar Gardens GP Trust | |
| |
|
|
|
|
|
|
|
100.0% - PRI Solar Gardens LP | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 17 GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 17 Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - SunE Newboro 4 LP | |
| |
|
|
|
|
|
|
|
100.0% - SunE Welland Ridge LP | |
| |
|
|
|
|
|
|
|
50.0% - SunE Sky Erie Ridge LP | |
| |
|
|
|
|
|
|
|
75.0% - Truro Heights Wind LP | |
| |
|
|
|
|
|
|
|
75.0% - Pockwock Wind LP | |
| |
|
|
|
|
|
|
|
100.0% - PR Development GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - PR Development Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Reneawables 18 GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 18 Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - BrightRoof IP Ltd. | |
| |
|
|
|
|
|
|
|
100/0% - BrightRoof GP Inc. | |
| |
|
|
|
|
|
|
|
99.0% - BrightRoof II GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - BrightRoof Solar Limited Partnership | |
| |
|
|
|
|
|
|
|
49.9% - Metis Nation of Ontario – BrightRoof Solar Limited Partnership | |
| |
|
|
|
|
|
|
|
49.0% - JCM Solar G.P.1 Ltd. | |
| |
|
|
|
|
|
|
|
49.0% - Maxim Solar Power Corporation | |
| |
|
|
|
|
|
|
|
49.9% - Tendors GP 1 Ltd. | |
| |
|
|
|
|
|
|
|
40.9% - GSC RP 1 LP | |
| |
|
|
|
|
|
|
|
49.9% - GSC RP 5 LP | |
| |
|
|
|
|
|
|
|
49.9% - GSC 6 LP | |
| |
|
|
|
|
|
|
|
100.0% - Potentia Renewables 19 Inc. | |
| |
|
|
|
|
|
|
|
100.000% Potential Renewables 19 Limited Partnership | |
| |
|
|
|
|
|
|
|
100.0% - 2886075 Ontario Inc. | |
| |
|
|
|
|
|
100.0% - PSEIP Canada Feeder Fund I LP | |||
| |
|
|
|
|
|
|
100.0% - Power Sustainable Energy Infrastructure US I Inc. | ||
| |
|
|
|
|
|
100.0% - PESIP Canada Feeder Fund II LP | |||
| |
|
|
|
|
|
|
100.0% Power Sustainable Energy Infrastructure US II Inc. | ||
| |
|
|
|
|
|
100.0% - PSEIP Carry Canada GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - PSEIP Carry Canada LP | ||
| |
|
|
|
|
|
|
100.0% - PSEIP Carry Holding LP | ||
| |
|
|
|
|
|
|
100.0% - PSEIP Carry Holding US LP | ||
| |
|
|
|
|
|
|
|
100.0% - PSEIP Carry US Inc. | |
| |
|
|
|
|
|
100.0% - PSEIP Carry US GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - PSEIP Carry US LP | ||
| |
|
|
|
|
|
|
100.0% - PSEIP Carry Canada ULC | ||
| |
|
|
100.0% - Power Sustainable Investment Management Inc. | ||||||
| |
|
|
|
100.0% - Power Sustainable China A-Shares Core Strategy GP Inc. | |||||
| |
|
|
|
|
100.0% - Power Sustainable China A-Shares Core Strategy LP | ||||
| |
|
|
|
100.0% - Power Pacific Investment Management (Ireland) Limited | |||||
| |
|
|
|
|
100.0% - Power Sustainable China A-Shares Core Strategy (US) GP LLC | ||||
| |
|
|
|
|
|
100.0% - Power Sustainable China A-Shares Core Strategy (US) Fund LP | |||
| |
|
|
|
100.0% - Power Sustainable (Shanghai) Investment Management Co., Ltd. | |||||
| |
|
|
|
|
100.00% - Power Sustainable Infrastructure UK Credit Manager Ltd. | ||||
| |
|
|
|
3.90% - Bellus Health Inc. | |||||
| |
|
|
|
25.0% (voting) - 9314-0093 Québec Inc. | |||||
| |
|
|
|
100.0% - Power Energy Corporation | |||||
| |
|
|
|
|
100.0% - Potentia Renewables Inc. | ||||
| |
|
|
|
|
|
100.0% - PR International Holdings Corp. | |||
| |
|
|
|
|
35.0% - Power Sustainable Energy Infrastructure US Fund I LP | ||||
| |
|
|
|
|
|
75.0% - Stirling Renewable Energry Limited Partnership | |||
| |
|
|
|
100.0% - Jenner Sponsor LP | |||||
| |
|
|
|
|
100.0% - Jenner 1 Limited Partnership | ||||
| |
|
|
|
|
100.0% - Jenner 2 Limited Partnership | ||||
| |
|
|
|
|
100.0% - Jenner 3 Limited Partnership | ||||
| |
|
|
|
100.0% - Potentia Renewables US Holdings Corp. f/k/a Potentia Solar Holdings Corp | |||||
| |
|
|
|
|
100.0% - Musselshell Wind Holdings, LLC | ||||
| |
|
|
|
|
100.0% - Musselshell Wind Project, LLC | ||||
| |
|
|
|
|
100.0% - Musselshell Wind Project Two, LLC | ||||
| |
|
|
|
100.0% - Potentia Solar Holdings II Limited Partnership | |||||
| |
|
|
|
|
100.0% Potentia Solar Holdings Limited Partnership | ||||
| |
|
|
|
|
|
100.0% - Schooltop Solar Limited Partnership | |||
| |
|
|
|
|
|
100.0% - TSPS (Portfolio 1) Limited Partnership | |||
| |
|
|
|
|
|
100.0% - TSPS (Portfolio 2) Limited Partnership | |||
| |
|
|
|
|
|
85.0% - Reliant First Nation Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PSI Solar Finance 1 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - MOM Solar Limited Partnership | |||
| |
|
|
|
|
|
100.0% - MOM Guarantor Limited Partnership | |||
| |
|
|
|
|
|
100.0% - MOM V Limited Partnership | |||
| |
|
|
|
|
|
100.0% - OSPS (002281 – 150 Abbeyhill) Limited Partnership | |||
| |
|
|
|
|
|
100.0% - OSPS (002273 – 3673 McBean) Limited Partnership | |||
| |
|
|
|
|
|
100.0% - OSPS (002334 – 159 Lorry Greenberg) Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 5 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 6 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 7 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 9 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 10 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 11 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 12 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - Potentia Solar 14 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PSI Construction Agent 2 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PSI Construction Agent 4 Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PRI Construction Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PRI Consulting Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PSI Solar Finance (FIT 4) Limited Partnership | |||
| |
|
|
|
|
|
100.0% - PSI Finance 13 Limited Partnership | |||
| |
|
|
|
|
|
|
100.0% - Reliant First Nation GP Inc. | ||
| |
|
|
|
|
|
|
100.0% - Reliant (No. 1) Solar Holdings Inc. | ||
| |
|
|
|
|
|
|
100.0% - Metasolar Consultants Inc. | ||
| |
|
|
|
|
|
100.0% - Potentia Energy Limited Partnership | |||
| |
|
|
|
100.0% - Potentia Solar Holdings GP Inc. | |||||
| |
|
|
|
100.0% - PRI Construction Agent 2 GP Inc. | |||||
| |
|
|
|
100.0% - PRI Construction Agent 4 GP Inc. | |||||
| |
|
|
|
100.0% - PRI Consulting GP Inc. | |||||
| |
|
|
|
100.0% - PSI Solar Finance (FIT 4) GP Inc. | |||||
| |
|
|
|
|
100.0% - Potentia Solar 9 GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia Solar 10 GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia Solar 11 GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia Solar 12 GP Inc. | ||||
| |
|
|
|
100.0% - PSI Finance 13 GP Inc. | |||||
| |
|
|
|
100.0% - Potentia Energy GP Inc. | |||||
| |
|
|
|
100.0% - PSI Solar Finance 1 GP Inc. | |||||
| |
|
|
|
100.0% - 2323953 Ontario Inc. | |||||
| |
|
|
|
100.0% - MOM Guarantor GP Inc. | |||||
| |
|
|
|
|
100.0% - MOM Solar GP Inc. | ||||
| |
|
|
|
100.0% - PSI Solar Finance 5 GP Inc. | |||||
| |
|
|
|
|
100.0% - Potentia Solar 5 GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia Solar 6 GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia Solar 7 GP Inc. | ||||
| |
|
|
|
|
100.0% - MSPC V General Partner Inc. | ||||
| |
|
|
|
100.0% - PSI Solar Finance 14 GP Inc. | |||||
| |
|
|
|
|
100.0% - Potentia Solar 14 GP Inc. | ||||
| |
|
|
|
100.0% - AS GP Inc. | |||||
| |
|
|
|
|
100.0% - TSPS (Portfolio 1) GP Inc. | ||||
| |
|
|
|
|
100.0% - TSPS (Portfolio 2) GP Inc. | ||||
| |
|
|
|
100.0% - PSI Construction Agent 4 GP Inc. | |||||
| |
|
|
|
100.0% - Solarize Holdings GP Inc. | |||||
| |
|
|
|
|
100.0% - Solarize Services GP Inc. | ||||
| |
|
|
|
|
100.0% - GS 2013 GP Inc. | ||||
| |
|
|
|
|
100.0% - SE 2011 GP Inc. | ||||
| |
|
|
|
|
100.0% - QS1 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - QS4 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - QS15 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - SE 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - SE2 2013 GP Inc. | ||||
| |
|
|
|
|
100.0% - SE5 2013 GP Inc. | ||||
| |
|
|
|
|
100.0% - SE9 2013 GP Inc. | ||||
| |
|
|
|
|
100.0% - Solarize Financial 2015 GP Inc. | ||||
| |
|
|
|
|
100.0% - Solexica Energy GP5 Inc. | ||||
| |
|
|
|
|
100.0% - ME3 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - ME10 2012 GP Inc. | ||||
| |
|
|
|
|
100.0% - ME11 2012 GP Inc. | ||||
| |
|
|
|
|
|
100.0% - Solarize Holdings LP | |||
| |
|
|
|
|
|
100.0% - Solarize Services LP | |||
| |
|
|
|
|
|
100.0% - SE 2011 LP | |||
| |
|
|
|
|
|
100.0% - GS 2013 LP | |||
| |
|
|
|
|
|
100.0% - SE7 2013 GP Inc. | |||
| |
|
|
|
|
|
49.98% - QS1 2012 LP | |||
| |
|
|
|
|
|
49.985% - QS4 2012 LP | |||
| |
|
|
|
|
|
49.985% - QS15 2012 LP | |||
| |
|
|
|
|
|
49.99% - SE 2012 LP | |||
| |
|
|
|
|
|
49.99% - SE2 2013 LP | |||
| |
|
|
|
|
|
49.99% - SE 5 2013 LP | |||
| |
|
|
|
|
|
40.0% - SE7 2013 LP | |||
| |
|
|
|
|
|
80.0% - SE9 2013 LP | |||
| |
|
|
|
|
|
100.0% - Solarize Financial 2015 LP | |||
| |
|
|
|
|
|
49.99% - ME3 2012 LP | |||
| |
|
|
|
|
|
42.5% - ME10 2012 LP (42.5% Potentia Reneables Inc.) | |||
| |
|
|
|
|
|
49.99% - ME11 2012 LP | |||
| |
|
|
|
|
|
99.99% - Solexica Energy LP | |||
| |
|
|
|
|
|
|
85.0% - Solexica Solar Brampton GP | ||
| |
|
|
|
|
100.0% - Potentia Renewable Developments, LLC | ||||
| |
|
|
|
|
100.0% - Potentia NB GP Inc. | ||||
| |
|
|
|
|
100.0% - Potentia NB LP | ||||
| |
|
|
|
|
50.0% - Pokeshaw Windfarm Limited Partnership | ||||
| |
|
|
|
100.0% - Power Energy Corporation US | |||||
| |
|
|
|
|
100.0% - Nautilus Solar Energy, LLC | ||||
| |
|
|
|
|
|
100.0% - Nautilus Solar Solutions, LLC | |||
| |
|
|
|
|
|
100.0% - Nautilus Solar Canada Inc. | |||
| |
|
|
|
|
|
100.0% - Nautilus Community Solar, LLC | |||
| |
|
|
|
|
|
100.0% - Nautilus Seller 2020 | |||
| |
|
|
|
|
|
100.0% - ISM Solar Cranston | |||
| |
|
|
|
|
|
100.0% - Clifton Park Solar 1, LLC | |||
| |
|
|
|
|
|
100.0% - Clifton Park Solar 2, LLC | |||
| |
|
|
|
|
|
100.0% - Hamlin Solar 1, LLC | |||
| |
|
|
|
|
|
100.0% - P52ES Raphel Rd Community Solar, LLC | |||
| |
|
|
|
|
|
100.0% - Bulldog Solar One LLC | |||
| |
|
|
|
|
|
100.0% - Mason Solar One, LLC | |||
| |
|
|
|
|
|
100.0% - Pittman Solar One LLC | |||
| |
|
|
|
|
|
100.0% - Hostetter Solar One, LLC | |||
| |
|
|
|
|
|
100.0% - Burns Solar One LLC | |||
| |
|
|
|
|
|
100.0% - Lowry CSG 2, LLC | |||
| |
|
|
|
|
|
100.0% - Paynesville CSG 1, LLC | |||
| |
|
|
|
|
|
100.0% - Plato CSG, LLC | |||
| |
|
|
|
|
|
35.0% - Power Sustainable Energy Infrastructure US Fund II LP | |||
| |
|
|
|
|
|
|
100.0% - Nautilus US Power Holdco, LLC | ||
| |
|
|
|
|
|
|
|
100.0% Nautilus Issuer 2022 Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% Nautilus Issuer 2022, LLC | |
| |
|
|
|
|
|
|
|
100.0% Nautilus Sponsor Member 2021 LLC | |
| |
|
|
|
|
|
|
|
100.0% Sponsor Membership Interests - Nautilus Owner 2021, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Owner 2021 (King) LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Sponsor Member, 2020 LLC | |
| |
|
|
|
|
|
|
|
40.0% - Nautilus Owner 2020, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Owner 2020 (Beacon) LLC | |
| |
|
|
|
|
|
|
|
100.0% - Ten Oaks Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Parker Place Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Livingston Crossing Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - CGA Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Spirit Presque Isle 1 Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Spirit Presque Isle 2 Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Peterboro Road Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Wolcott Hill Road Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Luna Rossa Peru Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Luna Rossa Malone Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Falcon Sheesley Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Comfort Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VP Road Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VP Rad Solar South, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Hazelnut Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NPF Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Beacon Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber Solar PS13 LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber Solar PS12, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber Solar PS11 LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber Solar PS6 LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber Solar PS5 LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Camber BH CSG2, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Mtn Solar 6 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Castle Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE CroakerRenewables Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Bright Oak Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - River Valley Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Wixon Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Mattacheese Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Barnstable HS Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Cape Cod Solar IV, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Duxbury Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Solar #1032, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Renew Solar RI Exeter Ten LLC | |
| |
|
|
|
|
|
|
|
100.0% - Renew Solar RI Exeter Mail LLC | |
| |
|
|
|
|
|
|
|
100.0% - Renew Solar RI Hanton City LLC | |
| |
|
|
|
|
|
|
|
100.0% - Renew Solar RI Ashaway LLC | |
| |
|
|
|
|
|
|
|
100.0% - Renew Solar RI NEM LLC | |
| |
|
|
|
|
|
|
|
100.0% - Kirby Road Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Islander Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Solar Club 35, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Red Wing Solar 15 LLC (f/k/a) Solar Club 15, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Red Wing Solar 20 LLC (f/k/a) Solar Club 20, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Solar Club 23 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Red Wing Solar 3 LLC (f/k/a) Solar Club 3, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Solar Club 30 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Solar Club 2 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS9 Solar, LLC (f/k/a Pivot Solar 9, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS10 Solar, LLC (f/k/a Pivot Solar 10, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Sponsor Member 2022, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Lion Member, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sturgeon Quarry Solar, LLC (f/k/a ISM Solar Quarry, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Lion Sponsor Member, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Owner 2022, LLC [100.0% of Class B Membership Interests] | |
| |
|
|
|
|
|
|
|
100.0% - Tiffany Energy LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE AT01, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE FA01 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Washington WS03, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sturgeon Solar Gray, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS4 Solar, LLC (f/k/a) Pivot Solar 4, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS7 Solar, LLC (f/k/a) Pivot Solar 7, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS8 Solar, LLC (f/k/a) Pivot Solar 8, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS1 Solar, LLC (f/k/a Pivot Solar 1, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS3 Solar, LLC (f/k/a Pivot Solar 3, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Mavis Solar North Bridgton LLC (f/k/a BD Solar North Bridgton, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - NSE Sackets Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - P52ES 1755 Henryton Rd Phase 2, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Lion One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Maverick One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Indian One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Mustang One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Hanover Pike Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Helios Solar Torsk, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Chesapeake Energy One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus MI Development, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus NM Development, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus WI Development, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus OH Development, LLC | |
| |
|
|
|
|
|
|
|
100.0% - West Deming Solar Project, LLC | |
| |
|
|
|
|
|
|
|
100.0% – NS Belle Mead, LLC [100.0% of Class B Membership Interests] | |
| |
|
|
|
|
|
|
|
100.0% - NSE KAM MM Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% Virgo KAM Holdco, LLC (class B units) | |
| |
|
|
|
|
|
|
|
100.0% - Lindstrom Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Saint Cloud Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Winsted Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH Holdco I, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH WB Holdco LLC (class B units) | |
| |
|
|
|
|
|
|
|
100.0% - VH West Brookfield LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH Lordsburg Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Solar Lordsburg, LLC | |
| |
|
|
|
|
|
|
|
100.0% – VH Salem Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - NS Salem Community College, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH Kilroy Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH Kilroy Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - VH BHA Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - GES Megafourteen LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Solar Construction Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Bright Hill Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Bright Field Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - P52ES 1755 Henryton Rd Phase I LLC | |
| |
|
|
|
|
|
|
|
100.0% - Brooten CSG 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Buffalo Lake CSG 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sacred Heart CSG 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Stewart CSG 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Helios Solar Blackpoint, LLC | |
| |
|
|
|
|
|
|
|
100.0% - TPE King Solar Holdings1, LLC | |
| |
|
|
|
|
|
|
|
100.0% - TPE King Solar Holdings2, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sanford Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS14 Solar, LLC (f/k/a Pivot Solar 14, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Vestal PS15 Solar, LLC (f/k/a Pivot Solar 15, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Meeting House Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sturgeon Town House Solar, LLC (f/k/a ISM Solar Town House, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Sabattus SB01, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Casco Brewer Solar, LLC (f/k/a) BD Solar Brewer LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Bear One, LLC | |
| |
|
|
|
|
|
|
|
100.0% - SolarClub 10, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Red Wing Solar 28, LLC (f/k/a SolarClub 28 LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Solar Construction Seller, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Mavis Oakland LLC (f/k/a BD Solar Oakland, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Mavis Solar North Bridgton LLC (f/k/a BD Solar North Bridgton, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Wells Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Fryeburg Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Casco Standish Solar, LLC (f/ka BD Solar Standish, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Casco Sidney Solar, LLC (f/k/a BD Solar Sidney, LLC) | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Solar Term Holdco LLC | |
| |
|
|
|
|
|
|
|
100.0% - NSE Goat Island MM Holdco, LLC | |
| |
|
|
|
|
|
|
|
1.0% Virgo Goat Island Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% Nautilus Goat Island Solar, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Hopkins Hill MM Holdco LLC | |
| |
|
|
|
|
|
|
|
1.0% Hopkins Hill Solar Lessee LLC | |
| |
|
|
|
|
|
|
|
10.0% - Hopkins Hill Solar Lessor Holdco LLC (90% Nautilus Hopkins Hill MM Holdco LLC)
| |
| |
|
|
|
|
|
|
|
100.0% - TPE Hopkins Solar Holdings1, LLC | |
| |
|
|
|
|
|
|
|
100.0% - Nautilus Mayflower Holdco, LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Fund II Member1, LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Fund II Partnership1, LLC (Class B) | |
| |
|
|
|
|
|
|
|
100.0% - Hollygrove Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Howland Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Pearl Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Pearl Solar II LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Schagticoke Project 1 | |
| |
|
|
|
|
|
|
|
100.0% - FFP Schenectady Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Watertown Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Guilderland Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0 % - Aegis Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Fund II Partnership2, LLC (Class B units) | |
| |
|
|
|
|
|
|
|
100.0% - FFP Bethlehem Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP BTC2 Project LLC | |
| |
|
|
|
|
|
|
|
100.0% - Strauss Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Dover Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Ellsworth Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Ellsworth Solar II LLC | |
| |
|
|
|
|
|
|
|
100.0% - Frog Hollow Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - Howell Solar LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Owings Mills Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Snow Hill Project 1 LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP PGC18 Project LLC | |
| |
|
|
|
|
|
|
|
100.0% - FFP Solar Holdings LLC | |
| |
|
|
|
49.62% - LMPG Inc. | |||||
| |
|
|
|
|
100.0% - Lumenpulse Lighting Corp. | ||||
| |
|
|
|
|
|
100.0% - Sternberg Lanterns, Inc. | |||
| |
|
|
|
100.0% - Exenia s.r.l. | |||||
| |
|
|
|
80.0% - CD/M2 Lightworks Corp | |||||
| |
|
|
|
80.0% - Pa-Co Lighting Inc. | |||||
| |
|
|
|
100.0% - Lumca Inc. | |||||
| |
|
|
|
100.0% - Lumenpulse UK Limited | |||||
| |
|
|
|
|
100.0% - Lumenpulse Alphaled Limited | ||||
| |
|
|
|
35.37% - The Lion Electric Company | |||||
| Power Financial Corporation | ||||
| |
100.0% - 4400003 Canada Inc. | |||
| |
100.0% - 3411893 Canada Inc. | |||
| |
100.0% - 3439453 Canada Inc. | |||
| |
100.0% - 11249207 Canada Inc. | |||
| |
100.0% - 9194649 Canada Inc. | |||
| |
|
100.0% - Springboard 2021 GP Inc. | ||
| |
100.0% - Springboard L.P. | |||
| |
|
56.50% - Wealthsimple Financial Corp. (54.28% equity) | ||
| |
|
|
100.0% - Wealthsimple Inc. | |
| |
|
|
100.0% - Wealthsimple Advisor Services Inc. | |
| |
|
|
100.0% - Wealthsimple Technologies Inc. | |
| |
|
|
|
100.0% - Wealthsimple US, Ltd. |
| |
|
|
50.01% - Wealthsimple Europe S.a.r.l (50.01% equity) | |
| |
|
|
|
100.0% - Wealthsimple UK Ltd. |
| |
|
|
|
100.0% - Wealthsimple GmbH |
| |
|
|
100.0% - SimpleTax Software Inc. | |
| |
|
|
100.0% - Wealthsimple Payments Inc. | |
| |
|
|
100.0% - Wealthsimple Digital Assets. Inc. | |
| |
|
|
100.0% - Wealthsimple Media Inc. | |
| |
|
|
100.0% - OrderUp Technologies Inc. | |
| |
|
|
100.0% - Wealthsimple Labs Inc. | |
| |
|
|
100.0% - Wealthsimple Funds Holdco Inc. | |
| |
|
|
|
100.0% - Wealthsimple Private Credit Fund 1 GP Inc. |
| |
|
|
|
100.0% Wealthsimple Private Credit Fund 1 LP |
| |
|
100.0% - Springboard II LP | ||
| |
|
|
4.70% - Koho Financial Inc. | |
| Power Corporation of Canada | |||||||||
| |
|
66.649% - Great-West Lifeco Inc. (65% in voting) | |||||||
| |
|
|
8.47% - Sagard Holdings Management Inc. | ||||||
| |
|
|
100.0% - Sagard Holdings Participation Inc. | ||||||
| |
|
|
|
100.0% - Sagard Holdings Inc. | |||||
| |
|
|
|
|
|
86.55% - Sagard Holdings Management Inc. (74.06% equity) | |||
| |
|
|
|
|
|
|
100.0% - Everwest Holdings Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - EverWest Property Services, LLC | |
| |
|
|
|
|
|
|
|
|
100.0% - EverWest Property Services of Arizona, LLC |
| |
|
|
|
|
|
|
|
100.0% - EverWest Advisors LLC | |
| |
|
|
|
|
|
|
|
|
100.0% - EverWest Advisors AZ, LLC |
| |
|
|
|
|
|
|
|
|
100.0% - EW Manager, LLC |
| |
|
|
|
|
|
|
|
100.0% - EverWest Real Estate Investors, LLC | |
| |
|
|
|
|
|
|
|
|
100.0% - EW Equity Plan, LLC |
| |
|
|
|
|
|
|
100.0% - Sagard Capital Partners Management Corp. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Holdings Manager (US) LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore GP LLC | |
| |
|
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore LP |
| |
|
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings II LP |
| |
|
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings II-U SPV I LLC |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore-U GP LLC | |
| |
|
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore-U LP |
| |
|
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings II-U LP |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings-U LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore Carried Interest LLC | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore Carried Interest-U LLC | |
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners-U GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings I-U LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings-U GP Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings-U LP | |
| |
|
|
|
|
|
|
100.0% - Sagard UK Management Ltd. | ||
| |
|
|
|
|
|
|
100.0% - Sagard Holdings Manager GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Holdings Manager LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Holdings Wealth LP | |
| |
|
|
|
|
|
|
|
64.2% - Grayhawk Wealth Holdings Inc. (48.1% fully diluted equity) | |
| |
|
|
|
|
|
|
|
100.0% - Grayhawk Investment Strategies Inc. | |
| |
|
|
|
|
|
|
100.0% - Sagard Foundry Participation LP | ||
| |
|
|
|
|
|
|
100.0% - P3 Ventures Participation LP | ||
| |
|
|
|
|
|
|
100.0% - SHRP Participation LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Partner Pool LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Europe Participation LP | ||
| |
|
|
|
|
|
|
100.0% - P3 Ventures 2021 Participation LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Outremont Participant LP | ||
| |
|
|
|
|
|
|
100.0% - Portage Capital Solutions Carried Interest LP | ||
| |
|
|
|
|
|
|
100.0% - Portage Web3 Fund I Carried Interest LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard S.A.S. | ||
| |
|
|
|
|
|
|
100.0% - Sagard Holdings Manager (Canada) Inc. | ||
| |
|
|
|
|
|
|
100.0% - Sagard Credit Partners GP, Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners, LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Fund | |
| |
|
|
|
|
|
|
100.0% - Sagard Credit Partners II GP, Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners II, LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners II Carried Interest, LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Credit Partners (Cayman) GP, Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners (Cayman), LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Fund (Cayman) | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners (Lone Star), LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Credit Partners II (Cayman) GP, LLC | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners II (Cayman), LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners II (US Investments), LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Healthcare Royalty Partners GP LLC | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Healthcare Royalty Partners, LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Healthcare Royalty Fund | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Healthcare Partners Co-Invest Sub Fund | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Healthcare Partners Main Sub Fund | |
| |
|
|
|
|
|
|
|
100.0% - Sagard Healthcare Partners (Delaware) LP | |
| |
|
|
|
|
|
|
100.0% - Portag3 Ventures GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures Participation ULC | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures Participation Inc. | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures Participation US LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II Affiliates GP Inc. | |
| |
|
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II Affiliates LP |
| |
|
|
|
|
|
|
100.0% - Portag3 Ventures LP | ||
| |
|
|
|
|
|
|
|
|
100.0% - Portag3 International Investments Inc. |
| |
|
|
|
|
|
|
|
|
1.09% - Albert Corporation |
| |
|
|
|
|
|
|
|
|
0.55% - Clark (FL Fintech E GmbH) |
| |
|
|
|
|
|
|
|
|
12.25% - Borrowell Inc. |
| |
|
|
|
|
|
|
|
|
35.17% - Diagram Ventures Limited Partnership |
| |
|
|
|
|
|
|
|
|
0.98% - Nesto Inc. |
| |
|
|
|
|
|
|
100.0% - Portag3 Ventures II GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Portage3 Ventures II LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II Investments LP | |
| |
|
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II International Investments Inc. |
| |
|
|
|
|
|
|
|
|
12.41% - Albert Corporation |
| |
|
|
|
|
|
|
|
|
17.64% - Koho Financial Inc. |
| |
|
|
|
|
|
|
|
|
10.32% - Clark (FL Fintech E GmbH) |
| |
|
|
|
|
|
|
|
|
12.55% - Socotra Inc. |
| |
|
|
|
|
|
|
|
|
16.99% - Fondeadora Inc. |
| |
|
|
|
|
|
|
|
|
15.19% - AlpacaDB, Inc. |
| |
|
|
|
|
|
|
|
|
21.40% - Pledg SAS |
| |
|
|
|
|
|
|
|
|
17.02% - Rose Technology Incorporated |
| |
|
|
|
|
|
|
|
|
15.80% - AtomicFI, Inc. |
| |
|
|
|
|
|
|
|
|
18.65% - Choosing Therapy Inc. |
| |
|
|
|
|
|
|
|
|
32.88% - Diagram Ventures Limited Partnership |
| |
|
|
|
|
|
|
|
|
63.63% - Diagram Ventures II Limited Partnership |
| |
|
|
|
|
|
|
|
|
16.31% - Conquest Planning Inc. |
| |
|
|
|
|
|
|
|
|
9.12% - integrate AI Inc. |
| |
|
|
|
|
|
|
|
|
17.40% - Boosted.ai |
| |
|
|
|
|
|
|
|
|
14.04% - Hellas Direct |
| |
|
|
|
|
|
|
|
|
2.19% - Tallied Technologies Inc. (Founders Shares) |
| |
|
|
|
|
|
|
|
|
2.23% - 12835304 Canada Inc. (Conduit) (Founders Shares) |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II International LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II International (FI) LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II Carried Interest LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures II Carried Interest US LP | |
| |
|
|
|
|
|
|
|
100.0% - Portag3 Ventures Fund II | |
| |
|
|
|
|
|
|
100.0% - Portage Ventures III GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Portage Ventures III Carried Interest LP | |
| |
|
|
|
|
|
|
|
100.0% - Portage Ventures Fund III | |
| |
|
|
|
|
|
|
|
100.0% - Portage Ventures III International LP | |
| |
|
|
|
|
|
|
|
100.0% - Portage Ventures III Investments LP | |
| |
|
|
|
|
|
|
|
|
16.78% - 12835304 Canada Inc. (Conduit) |
| |
|
|
|
|
|
|
|
|
10.90% - Covey IO Corp. |
| |
|
|
|
|
|
|
|
|
11.33% - Croissant Pay, Inc. |
| |
|
|
|
|
|
|
|
|
11.99% - GuarantR, Inc. |
| |
|
|
|
|
|
|
|
|
11.88% - KikOff Inc. |
| |
|
|
|
|
|
|
|
|
13.43% - Kontempo Holdings Limited |
| |
|
|
|
|
|
|
|
|
13.24% - Nesto Inc. |
| |
|
|
|
|
|
|
|
|
12.77% - HeyMirza Ltd. |
| |
|
|
|
|
|
|
|
|
13.59% - Listo S.A.S. |
| |
|
|
|
|
|
|
|
|
10.74% - Loanstreet Inc. |
| |
|
|
|
|
|
|
|
|
19.20% - Wealthier Pty Ltd. |
| |
|
|
|
|
|
|
|
|
11.11% - Modular Technologies OÜ |
| |
|
|
|
|
|
|
|
|
16.49% - Tallied Technologies Inc. |
| |
|
|
|
|
|
|
|
|
11.14% - Angle Health, Inc. |
| |
|
|
|
|
|
|
|
|
23.68% - Notch Ordering Inc. |
| |
|
|
|
|
|
|
|
|
10.52% - QUIN Technologies GmbH |
| |
|
|
|
|
|
|
|
100.0% - Portage Ventures III Access Fund LP | |
| |
|
|
|
|
|
|
100.0% - PFTA I GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - PFTA I LP | |
| |
|
|
|
|
|
|
|
100.0% - Sagard PFTA Agregator LP | |
| |
|
|
|
|
|
|
50.0% - Diagram Ventures GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Diagram Ventures, LP | |
| |
|
|
|
|
|
|
50.0% - Diagram Ventures II GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Diagram Ventures II LP | |
| |
|
|
|
|
|
|
50.0% - Diagram Ventures III GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Diagram Ventures III LP | |
| |
|
|
|
|
|
|
50.0% - Diagram Opportunity GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Diagram Opportunity Fund Carried Interest LP | |
| |
|
|
|
|
|
|
|
100.0% - Diagram Opportunity Fund I LP | |
| |
|
|
|
|
|
|
100.0% - Springboard III GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Springboard III LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Credit Partners Carried Interest GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Credit Partners Carried Interest LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Capital Partners GP, Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Capital Partners, L.P. | |
| |
|
|
|
|
|
|
|
|
96.0% - 1069759 B.C. Unlimited Liability Company |
| |
|
|
|
|
|
|
|
|
91.6 % - Integrated Fertility Holding, LLC |
| |
|
|
|
|
|
100.0% - Spadina GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Spadina Participation LP | ||
| |
|
|
|
|
|
|
100.0% - Spadina LP | ||
| |
|
|
|
|
|
|
|
3.77% - Wealthsimple Financial Corp. (3.41% equity) | |
| |
|
|
|
|
|
100.0% - Sagard PE Canada GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Sagard Private Equity Canada LP | ||
| |
|
|
|
|
|
|
|
100.0% SPEC CL GP Inc. | |
| |
|
|
|
|
|
|
|
|
100.0% SPEC CL Co-Invest LP |
| |
|
|
|
|
|
|
|
59.0% - SPEC Walter GP Inc. | |
| |
|
|
|
|
|
|
|
|
100.0% - SPEC Walter LP |
| |
|
|
|
|
|
|
|
|
44.47% - Groupe Lou-Tec Inc. |
| |
|
|
|
|
|
|
|
|
100.0% 0 Acces Location D’Equipements Inc. |
| |
|
|
|
|
|
36.7% - Sagard USRE Inc. | |||
| |
|
|
|
|
|
50.0% - Outremont Technologies Inc. (41.75% economic shares) | |||
| |
|
|
|
|
|
|
100.0% - Outremont Technologies Manager Ltd. | ||
| |
|
|
|
|
|
|
|
100.0% - Outremont Technologies Special L.P. | |
| |
|
|
|
|
|
|
100.0% - Outremont Technologies GP Ltd. | ||
| |
|
|
|
|
|
100.0% - Sagard USPF Inc | |||
| |
|
|
|
|
|
100.0% - Sagard Senior Lending Partners GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings GP Inc. | ||
| |
|
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings LP | |
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Holdings I LP | ||
| |
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Carried Interest GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Carried Interest LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Carried Interest-U LP | ||
| |
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore Carried Interest GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore Carried Interest LP | ||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore Carried Interest-U LP | ||
| |
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore-U GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Sagard Senior Lending Partners RN Offshort-U LP | ||
| |
|
|
|
|
|
100.0% - Sagard Senior Lending Partners Offshore GP Inc. | |||
| |
|
|
|
|
|
100.0% - Portage Capital Solutions GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Portage Capital Solutions Fund I LP | ||
| |
|
|
|
|
|
|
100.0% - Portage Capital Solutions Canada Fund I LP | ||
| |
|
|
|
|
|
100.0% - Portage Web3 I GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Portage Web3 Feeder Fund I LP | ||
| |
|
|
|
|
|
|
100.0% - Portage Web3 Master Fund I LP | ||
| |
|
|
|
|
|
|
|
100.0% - Portage Web3 Blocker Inc. | |
| |
|
|
|
|
63.3% - Sagard USRE Inc. | ||||
| |
|
|
|
|
4.0% - 1069759 B.C. Unlimited Liability Company | ||||
| |
|
|
|
|
50.0% - Peak Achievement Athletics Inc. (42.58% equity) | ||||
| |
|
|
|
|
|
100.0% - 10094439 Canada Inc. | |||
| |
|
|
|
|
|
100.0% - 10094455 Canada Inc. | |||
| |
|
|
|
|
|
|
100.0% - Limited Partnership Interests in Peak Management Participation LP | ||
| |
|
|
|
|
|
|
100.0% - 1167410 B.C. Unlimited Liability Company | ||
| |
|
|
|
|
|
|
|
100.0% - General Partnership Interests in Peak Management Participation LP | |
| |
|
|
|
|
|
|
|
|
100.0% - Limited Partnership Interests in Peak Holdings LP |
| |
|
|
|
|
|
|
|
|
100.0% - 1167387 B.C. Unlimited Liability Company |
| |
|
|
|
|
|
|
|
|
100.0% - General Partnership Interests in Peak Holdings LP |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey Ltd. |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey AB |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey GmbH |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey (Beijing) Trading Limited |
| |
|
|
|
|
|
|
|
|
100.0% - ProSharp AB (Sweden) |
| |
|
|
|
|
|
|
|
|
100.0% - ProSharp Inc. (NB, CA) |
| |
|
|
|
|
|
|
|
|
100.0% - ProSharp Inc. (DE, US) |
| |
|
|
|
|
|
|
|
|
100.0% - BCE Acquisitions US, Inc. |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Innovations US, LLC |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey LLC |
| |
|
|
|
|
|
|
|
|
100.0% - Cascade Maverik Lacrosse, LLC |
| |
|
|
|
|
|
|
|
|
100.0% - Bauer Hockey Retail, LLC |
| |
|
|
|
|
|
|
|
|
28.1% - Rawlings Sporting Goods Company Inc. |
| |
|
|
|
|
|
100.00% - Mowat GP Inc. | |||
| |
|
|
|
|
|
|
100.0% - Mowat Participation LP | ||
| |
|
|
|
|
|
|
100.0% - Mowat LP | ||
| |
|
|
|
|
|
|
|
4.48% - Koho Financial Inc. | |
| NAME AND PRINCIPAL BUSINESS ADDRESS* |
POSITIONS AND OFFICES WITH UNDERWRITER |
| Adam Scaramella |
President |
| Karen Leibowitz |
Senior Vice President and Chief Administrative Officer |
| Senior Vice President and Chief Compliance Officer | |
| H. Soo Lee |
Senior Vice President, Secretary and Chief Legal Officer |
| Senior Vice President, Chief Financial Officer, Controller and Assistant Treasurer | |
| Senior Vice President | |
| Senior Vice President and Chief Operations Officer | |
| Treasurer | |
| Senior Vice President and Chief Risk Officer |
| NAME AND PRINCIPAL BUSINESS ADDRESS* |
POSITIONS AND OFFICES WITH UNDERWRITER |
| Senior Vice President | |
| Vice President and Anti-Money Laundering Officer | |
| Thomas W. Doughty |
Vice President and Cybersecurity Officer |
| Name of Principal Underwriter |
Net Underwriting Discounts and Commissions |
Compensation on Redemption |
Brokerage Commissions |
Compensation |
| Prudential Investment Management Services LLC |
$ 9,782 |
$ -0- |
$ -0- |
$ -0- |
| PRIAC VARIABLE CONTRACT ACCOUNT A (Registrant) | |
| By: |
|
| |
|
| EMPOWER ANNUITY INSURANCE COMPANY (Depositor) | |
| By: |
|
| |
|
| Signature and Title |
|
| |
| * |
|
| |
| Andra S. Bolotin Director | |||
| * |
|
| |
| Jonathan Kreider Director | |||
| * |
|
| |
| Mary Maiers Director | |||
| * |
|
| |
| Tina Wilson Director | |||
| * |
|
| |
| Harry A. Dalessio Director | |||
| * |
|
| |
| Kara Roe Chief Financial Officer and Controller | |||
| Signature and Title |
|
| |
| * |
|
| |
| Christine Moritz President and Chief Executive Officer | |||
| * |
|
| |
| Rich Linton Director | |||
| |
|
| |
| *By: |
/s/ Michele Drummey |
|
|
| |
(Attorney-in-Fact) | ||
| Exhibit |
Description |
| (f)(3) |
Articles of Incorporation of Prudential Retirement Insurance and Annuity Company, as amended October 3, 2022. |
| (h)(5) |
Amendment to the Defined Contribution Clearance and Settlement Agreement between The Vanguard Group, Inc. and Prudential Retirement Insurance and Annuity Company. |
| (k) |
Consent and Opinion of Michele Drummey, Assistant General Counsel, as to the legality of the securities being registered. |
| (l)(1) |
Written consent of Deloitte & Touche LLP. |
| (l)(2) |
Written consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. |
| (p) |
Powers of Attorney for the officers listed in the Signatures section of this registration statement filing. |
| This ‘485BPOS’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 1/1/35 | ||||
| 12/31/23 | ||||
| Filed as of / Effective on: | 5/1/23 | 485BPOS | ||
| Filed on: | 4/28/23 | 485BPOS, N-VPFS | ||
| 4/27/23 | ||||
| 4/14/23 | ||||
| 12/31/22 | 24F-2NT, N-30B-2, N-CEN, N-VPFS | |||
| 10/3/22 | ||||
| 10/1/22 | ||||
| 8/16/22 | ||||
| 5/5/22 | ||||
| 4/13/22 | 485BPOS, N-VPFS | |||
| 4/7/22 | ||||
| 4/1/22 | ||||
| 3/31/22 | N-30B-2 | |||
| 2/1/22 | ||||
| 12/31/21 | 24F-2NT, N-30B-2, N-CEN, N-VPFS | |||
| 7/21/21 | ||||
| 7/12/21 | ||||
| 6/11/21 | ||||
| 5/6/21 | ||||
| 5/5/21 | ||||
| 4/12/21 | ||||
| 1/1/21 | ||||
| 12/31/20 | 24F-2NT, N-30B-2, N-CEN, N-CEN/A, N-VPFS | |||
| 5/7/20 | ||||
| 4/13/20 | ||||
| 1/1/20 | ||||
| 12/31/19 | 24F-2NT, N-30B-2, N-CEN, N-CEN/A | |||
| 12/20/19 | ||||
| 12/31/18 | 24F-2NT, N-30B-2, N-CEN | |||
| 10/6/06 | ||||
| 4/1/06 | ||||
| 6/8/04 | ||||
| 4/1/04 | ||||
| 1/1/96 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/24 Eaic Variable Contract Account A 485BPOS 5/01/24 12:10M Donnelley … Solutions/FA 4/24/24 Eaic Variable Contract Account A 485BPOS 5/01/24 16:13M Donnelley … Solutions/FA 12/14/23 Priac Variable Contract Account A 485BPOS 12/15/23 14:5.2M Donnelley … Solutions/FA 10/02/23 Priac Variable Contract Account A 485APOS 3:933K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/14/20 Priac Variable Contract Account A 485BPOS 5/01/20 5:7.7M 10/10/14 Priac Variable Contract Account A N-4¶ 5:858K Donnelley … Solutions/FA 4/15/13 Priac Variable Contract Account A 485BPOS 5/01/13 5:3.4M Donnelley … Solutions/FA 4/13/12 Priac Variable Contract Account A 485BPOS 5/01/12 4:3.6M Donnelley … Solutions/FA 12/28/11 Priac Variable Contract Account A 485BPOS¶ 12/28/11 7:3.5M Donnelley … Solutions/FA 5/04/10 Priac Variable Contract Account A N-4/A¶ 14:2.7M Donnelley … Solutions/FA 4/25/07 Priac Variable Contract Account A N-4/A 14:1.6M Donnelley … Solutions/FA |